Royal Bank of Scotland : Notice of Amendment to the Covered Bond Programme

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE COVERED BONDHOLDERS. IF COVERED BONDHOLDERS ARE IN ANY DOUBT AS TO THE CONSEQUENCES OF THIS NOTICE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.

The Royal Bank of Scotland plc

(the Issuer)

(Incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980, registered number SC090312)

€25,000,000,000 Global Covered Bond Programme

Unconditionally and irrevocably guaranteed as to payments of interest and principal by

RBS Covered Bonds Limited Liability Partnership

(a limited liability partnership incorporated in England and Wales)

(the Programme)

Notice of Amendment to the Covered Bond Programme

NOTICE IS HEREBY GIVEN THAT each of the interest rate swap agreement between RBS Covered Bonds Limited Liability Partnership (the LLP), The Royal Bank of Scotland plc (RBS) and Citicorp Trustee Company Limited as Security Trustee dated 1 April 2010 (as previously amended and restated from time to time) (the Interest Rate Swap Agreement) and the covered bond swap agreement between the LLP, RBS and the Security Trustee dated 1 April 2010 (as previously amended and restated from time to time) (the Covered Bond Swap Agreement, together with the Interest Rate Swap Agreement, the Swap Agreements) have been amended in order to reflect the updated Fitch Counterparty Criteria for Structured Finance and Covered Bond Transactions: Derivative Addendum published on 18 July 2016.

Terms used but not defined in this notice bear the meanings given to them in the master definitions and construction agreement relating to the Programme dated 1 April 2010, as amended on 26 May 2010, as amended and restated on 14 June 2011, 1 November 2012, 16 May 2013, 19 December 2014, 10 July 2015 and 19 December 2016 (the Master Definitions and Construction Agreement).

The amended and restated Swap Agreements can be found at the following link:

www.investors.rbs.com/fixed-income-investors/covered-bonds

For further information, please contact:

Matthew Richardson

Fixed Income Investor Relations

The Royal Bank of Scotland Group plc

250 Bishopsgate, London EC2M 4AA

Tel: [phone]

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