Terms and Conditions

Terms and Conditions of Use of the RBS United States Structured Products Internet Website

This website is established and operated by The Royal Bank of Scotland N.V. (“RBS N.V.”), a wholly owned subsidiary of RBS Holdings N.V. (“RBS Holdings”) and a member of The Royal Bank of Scotland group (the “RBS Group”). For information about our group of companies please visit www.rbs.com and click on “About Us,” or for similar enquiries please telephone 1-866-747-4332 or email investor.products@rbs.com.

The use of this website is subject to the following terms and conditions (the “Terms”) which you should read carefully. By using this website you agree to be legally bound by these Terms. If you do not accept these Terms, you will not be permitted to use this website.

Any acknowledgment, agreement or other type of click through button on this website that is selected to evidence agreement or an acknowledgment shall have the same force and validity as a paper copy of an agreement that has been manually signed

This website contains products that are issued by RBS N.V. and RBS plc whose products are distributed in the United States through RBS Securities Inc. (“RBSSI”). RBSSI is an affiliate of RBS N.V. and RBS plc and a wholly owned subsidiary of The Royal Bank of Scotland plc (“RBS plc”). RBSSI is a broker-dealer registered with the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a member of the Securities Investor Protection Corporation (“SIPC”) and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

RBS N.V.,RBS plc and members of the RBS Group undertake their respective U.S. securities businesses through RBSSI.

As used in these Terms, “we,” “us” or “our” refers to RBS N.V. or any of its affiliates, where applicable.

Use of this Website

1. The information provided on this website or in any communication containing a link to this website is for personal use and informational purposes only and the contents have not been prepared with any specific investment objective, financial situation or particular need of any specific recipient in mind. Where any opinions are expressed on this website, they are provided by us for personal use and for informational purposes only.

2. This website has been published in the United States for U.S. broker-dealers or registered investment advisors only. This website is not intended for use by, or to provide any information to, investors outside of the United States, and such investors should not rely on any information or material appearing on the website. The distribution of material on this website may be restricted by the laws or regulations of the country from which you are accessing this website. Where such restrictions exist persons accessing this website must inform themselves about, and observe, any such restrictions.

3. This website has been designed for informational purposes only. Offers and sales of any of these securities or instruments may only be made pursuant to the related offering document, which should be read carefully. Notwithstanding Clause 9, if information relating to an offer is included on this website, the website will normally contain offering documents relating to offerings of our products or links to such offering documents. You are urged to refer to those offering documents for more complete information about any such offering before making an investment decision. In the event of any inconsistency between any material contained in this website and the terms of the relevant offering document, the terms of the offering document control.

4. This website is designed to be accessed through its principal home pages and such other pages as we may decide. If you access the website through individual pages directly, which are not designed for this purpose, you may not see important information which is relevant to information on this website. You will be referred on certain site pages to read these Terms. These Terms will contain important details and relevant legal or regulatory information and should be read in conjunction with the relevant site pages.

Investing in Structured Products

5. The products contained on this website may not be suitable or appropriate for all investors. Your particular needs, investment objectives, risk tolerance and financial situation were not taken into account in the preparation of this website and the materials contained herein. You must make your own independent decisions regarding any securities or financial instruments mentioned herein. You should consider whether an investment strategy or the purchase or sale of any structured product is appropriate for you in the light of your particular investment needs, objectives, risk tolerance, and financial circumstances. In that regard we urge you to consult with your investment, legal, accounting, tax and other advisors with respect to any investment in these structured products.

6. You should carefully review the relevant offering documents, which contains material terms of the securities, including risks of an investment in the applicable structured product. Structured products are generally intended to be held to maturity. Because structured products will not generally be listed on any exchange they are not liquid instruments; accordingly there will be little or no secondary market and independent market pricing may be very limited or non-existent. Investment value prior to maturity will be influenced by many factors, including interest rates, the level of the underlying, implied volatility and the time remaining to maturity. You may lose some or all of your investment in connection with some of these structured products.

7. RBS N.V. and RBS plc have each filed a registration statement (including a prospectus) with the SEC for the offering securities that are issued by RBS N.V. and guaranteed by RBS Holdings or that are issued by RBS plc and guaranteed by The Royal Bank of Scotland Group plc (“RBS Group plc”). Before you invest in any securities referenced on this website, you should read the prospectus in the relevant registration statement and other documents that have been filed with the SEC for more complete information about the relevant issuer and guarantor, and their respective offerings. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, RBS N.V., RBS plc or their affiliates will arrange to send you the prospectus if you request it by calling toll free 1-(888) 644-2048.

Exclusion of Liability

8. These 'Exclusion of Liability' clauses should be read carefully as they exclude or limit our legal liability in connection with your use of this website. Nothing in these Terms and in particular within the 'Exclusion of Liability' clauses shall attempt to exclude liability to the extent it is not permissible under applicable law.

9. We have taken reasonable steps to ensure the accuracy and completeness of the content of this website, including any of the opinions, charts, indicative rates, calculation tools and reports contained in it. This information has been compiled or arrived at by us from sources we believe to be reliable. However, as we will not always control these sources of information, we cannot guarantee their accuracy, completeness, currency, or quality as well as the availability at any time of the data and other information provided on this website. Accordingly, any views, statements or representations provided for on this website do not necessarily reflect our opinion. Any price information is indicative and may be delayed (not real time). We exclude any warranties, undertakings or representations (either express or implied) to the fullest extent permitted under applicable law, that this website, including, without limitation, the functions contained in it, will be updated, the access to it uninterrupted or error-free, that defects will be corrected, or that all or any part of the content or materials or the accuracy, availability or completeness of the content of this website or any part of the content or materials are appropriate or available for use in any jurisdiction. If you use this website from jurisdictions outside of the United States, you are responsible for complying with any applicable local laws. We may discontinue production or updating of the website or any part of it without notice.

10. We accept no liability in contract, tort, negligence, statutory duty or otherwise (to the maximum extent permitted by applicable law) arising out of the use of or access to this website, which includes, without limitation, any errors or omissions contained in it or if the website is unavailable, the act or omission of any other party involved in making this website or the data contained therein available to you, or any other cause relating to your access to, inability to access, or use of the website (including interruptions, deletion of files, viruses, errors, defects, or any failure of performance, communications failure, theft, destruction or unauthorized access), whether or not the circumstances giving rise to such cause may have been within our control or within the control of any of our affiliates (including any member of the RBS Group) or of any vendor providing software or services support. We shall not be liable for any direct or indirect:

• economic losses (including without limitation loss of revenues, data, profits, contracts, use, opportunity, business or anticipated savings);
• loss of goodwill or reputation;
• direct, special, incidental, consequential, punitive or exemplary losses or damages,

suffered or incurred or arising out of or in connection with your use of this website and these Terms, even if we or any of our affiliates (including any member of the RBS Group) have been advised of the possibility thereof.

The exclusion of liability hereunder is also made for the benefit of directors, employees, agents and representatives of RBSSI, RBS N.V. and its affiliates (including members of the RBS Group).

The user agrees to indemnify and hold harmless RBS N.V. and its affiliates against any losses, liabilities, claims, demands and costs including all direct, special, incidental, consequential, punitive or exemplary damages (including attorneys’ fees) resulting from or arising out of (i) any misuse by the user of this website and (ii) any actions related to the user’s use of this website.

11. Access to and use of this website is at the user's own risk and we do not warrant that the use of this website or any material downloaded from it will not cause damage to any property, or otherwise minimize or eliminate the risks associated with the internet including, but not limited to, loss of data, computer virus infection, spyware, malicious software, trojans and worms. Also, we accept no liability in respect of losses or damages arising out of changes made to the content of this website by unauthorized third parties.

12. To provide increased value to users of this website, we may provide links to other websites or resources (that neither we nor any of our affiliates, including members of the RBS Group) maintain and for which we are not responsible) for you to access in your sole discretion. From time to time there may also be other websites or resources (that neither we nor any of our affiliates, including any member of the RBS Group maintain and for which we are not responsible) that may contain links to this website with or without our permission. You acknowledge and agree that, as you have chosen to enter the linked or linking website we are not responsible for the availability of such external sites or resources and that such external sites or resources are not being made available on our behalf by the relevant provider (whether or not we have agreed to the existence of such links to our website), and that we do not review or endorse and shall not be responsible or liable, directly or indirectly, for (i) the privacy practices of such websites, (ii) the content of such websites, including (without limitation) any advertising, content, products, goods or other materials or services on or available from such websites or resources or (iii) the use that others make of these websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such advertising, content, products, goods or other materials or services available on such external websites or resources.

13. The above limitation or exclusion may not apply to you to the extent that applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages.

14. Unauthorized use of this website is strictly prohibited.

15. You, if you are (a) an agent acting on behalf of a governmental entity, represent that you have the authority to bind the principal and on behalf of such principal, or (b) a governmental entity using this website directly, in each case hereby represent, that the governmental entity has waived to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment), and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any suit, action or proceedings relating to any transaction that may be effected on any part of this website in the courts of any jurisdiction and has irrevocably agreed, to the extent permitted by applicable law, that it will not claim such immunity in any such suit, action, or proceeding.

Personal Data

16. We may use and share your information with our affiliates (including other members of the RBS Group) worldwide to help us and them:

• assess financial and insurance risks;
• recover debt;
• develop customer relationships, services and systems; or
• prevent and detect crime;

Your information includes information about your transactions.

17. We may also disclose your information to third parties in certain circumstances, such as:

• where we have your permission;
• where we are required or permitted to do so by law or to prevent and detect crime; or
• to other companies who provide a service to us or you where we may transfer rights and obligations under these Terms.

18. By using this website you consent to us using your personal information for the purposes described above.

USA PATRIOT Act

19. In response to the terrorist attacks on September 11, 2001, the U.S. Congress passed the USA PATRIOT Act. Parts of this Act apply to the financial services industry and require certain financial institutions to request specific information from foreign banks on a “certification” form. Also as part of the USA PATRIOT Act and to assist in the U.S. government’s fight against terrorist financing and money laundering, we and our affiliates are required to obtain and verify information about the identity of our clients. Because of this, when you open an account with us or our affiliates, you will be asked for information that will allow us or our affiliates to confirm your identity or the identity of your corporation, partnership or other entity. This process may include a request to see to your driver’s license, passport, corporate papers or other identifying documents.

Intellectual Property

20. All intellectual property rights in any part of the world which subsist in the contents of this website and which belong to RBSSI, RBS N.V. or another member of the RBS Group are, except as expressly granted, hereby reserved.

Copyright

21. The contents of this website are protected by copyright. Reproduction in any form of any part of the contents of this website without our prior written consent is prohibited, except for single copies of extracts solely for personal non-commercial purposes.

Trade marks

22. This website contains numerous registered and unregistered trade marks belonging to RBSSI, RBS N.V., RBS plc and/or other companies in the RBS Group. These trade marks include, but are not limited to: ‘The Royal Bank of Scotland’ logo, ‘The Royal Bank of Scotland’, ‘RBS’, ‘The Royal Bank of Scotland N.V.’, and ‘RBS N.V.’ If you are in doubt as to whether an item is a trade mark of RBS N.V. or RBS plc or a member of the RBS Group, please contact us for clarification at 36 St. Andrew Square, Edinburgh EH2 2YB.

Advice

23. The contents of this website are not intended to, nor do they, provide any financial, investment or professional advice and nothing on the pages of this website shall be regarded as an offer or provision of financial, investment or other professional advice in any way. Access to this website or the retrieval of any information set out on this website by a user does not mean that the user becomes a client of RBSSI, RBS N.V. or of any other member of the RBS Group. You should consider all risks carefully and should obtain advice from your own investment, legal, accounting, tax and other advisors before making any decision to invest in any securities or financial instruments.

24. We or any of our affiliates (including members of the RBS Group) may purchase or sell financial instruments or hold positions (long or short) which relate to or are derived from the structured products described herein. This may affect the value of the structured products. The website does not take into account individual investment objectives, the financial situation or particular needs of any individual users. The securities and financial instruments described on this website may not be suitable as an investment instrument for every user. Further, the purchase of these securities and financial instruments may entail risk. Information regarding the performance of a security or financial instrument or of an underlying always relates to the past. Any historic price development in respect of a security or financial instrument or of an underlying does not in any way provide a basis for the projection of the future performance and does not in any way constitute a guarantee of their future performance and price development.

25. The values and prices set out on this website in relation to a particular security or financial instrument or of an underlying may not reflect the value or price available in the respective market at the time a user intends to purchase or sell a particular security or financial instrument. Values and prices set out on this website do not take into account the size of a transaction. Consequently, the size of an ascertained transaction may result in differing values and prices.

26. We do not in any way provide any guarantee, recommendation, representation or warranty regarding (a) the suitability of the securities or other financial instruments presented on the website for the investor; (b) the accounting or fiscal consequences of an investment in the presented securities or financial instruments; (c) the future performance of any securities or financial instruments or of any underlyings; and (d) the notification of restrictions applicable to the users of the website in a timely and accurate manner.

Changes to Website

27. The contents of this website, including these Terms, are subject to change by us without notice and we are not obligated to remove or update any outdated information from this website or to expressly mark it as being outdated. You are reminded that the contents of this website should not be relied upon as up to date or current and should not be used in substitution for the exercise of independent judgment. You should read and consider carefully any disclosures or disclaimers made within this website.

Telephone Calls

28. You, and any person connected to or representing you, accept that all communications (including telephone conversations) between us may be recorded by us. Such recording will be our sole property, and will in the absence of manifest error be conclusive evidence of the communications recorded and may be used as evidence in event of a dispute. If you have made similar recordings they will be accorded similar status.

Internet Communications

29. In order to maintain the security of our systems, protect our staff and detect fraud and other crimes, we reserve the right to monitor all internet communications, including web and email traffic, into and out of our domains. Monitoring includes checks for, but not limited to, viruses and other malignant code, criminal activity, and use or content which is unauthorized as being in breach of our Information Security policies.

30. A 'cookie' is information that a website stores on your computer so that it can remember something about you at a later time. Cookies are commonly used on the internet and do not harm your computer. The cookies on this website are used in conjunction with a Secure Sockets Layer (“SSL”) for the purpose of authentication and authorization. Cookies are also used to record the user's access configuration and preferences and to act as a flag to help us recognise when we have already asked you to participate in any on-line market research and to prevent you from being asked to complete the same questionnaire every time that you visit this website. They do not include any personal information that others could read and understand about you, such as your name or account numbers. If you do not want us to use cookies when you visit this website, you can configure your browser not to accept them or opt-out. Please refer to your browser's help facility for further information. Please note, the use of cookies is fundamental to the operation of this website, and that opting out or refusal to accept cookies may affect its operation.

Other Important Information

31. The information and any opinion contained in this website does not constitute an offer to sell or a solicitation or offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or financial instruments, or a representation that any investment strategy or security or financial instrument is suitable for you.

32. This website may contain certain "forward looking statements" which can be identified by the use of forward-looking terminology such as "expect", "estimate", "project", "anticipate", "should", "intend", "plan", "probability", "target", "goal", "objective", "will", "endeavour", "outlook", "optimistic", "prospects" and similar expressions or variations on such expressions.

33. Factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this website, with respect to securities issued by RBS N.V. and guaranteed by RBS Holdings (or issued or guaranteed by any predecessor entities) or issued by RBS plc and guaranteed by RBS Group plc, include, but are not limited to, general economic conditions in the Netherlands, UK, the United States and in other countries in which we and our affiliates (including companies in the RBS Group) have significant business activities or investments; the monetary and interest rate policies of the Bank of England, the Board of Governors of the Federal Reserve System and other G-7 central banks; unanticipated turbulence in interest rates, foreign currency exchange rates, commodity prices or equity prices; changes in UK or foreign laws, regulations or taxes; changes in competition or pricing environments; natural and other disasters; the inability to hedge certain risks economically; the adequacy of loss reserves; acquisitions or restructurings; technology changes; changes in consumer spending and saving habits; and the success of RBS N.V. and the RBS Group in managing the risks involved in the foregoing. The risks and uncertainties are discussed in our SEC filings and the SEC filings of RBS Group. The forward-looking statements contained in this website speak only as of the date of the related document, and we does not undertake to update any forward looking statement to reflect events or circumstances after the date hereof. For securities of other issuers, refer to the specific risks contained under the heading “Risk Factors” in the relevant offering documents.

34. The information contained in this website is subject to, and must be read in conjunction with, all other publicly available information, including, where relevant, any disclosure document published or filed by RBS N.V., RBS Holdings, or any member of the RBS Group. In particular, the terms of any structured product are governed by applicable documents establishing such terms. In the event of any inconsistency between the information on the website regarding a particular security and the terms specified in, or determined pursuant to, the documents establishing the terms of issue or contract, the terms so specified or determined shall prevail. Any person at any time acquiring any securities must do so only on the basis of such person's own judgment as to the merits and suitability of the securities for such person’s purposes and only based on such information as is contained in such public information having taken all such professional or other advice as such person considers necessary or appropriate in the circumstances and not in reliance on the information contained herein. In particular, we do not provide tax advice. Investors should consult their own tax advisors regarding the tax consequences of any securities described in this website. Levels and bases of taxation may change. The information is not tailored for any particular investor and does not constitute individual investment advice.

35. You should consider whether an investment strategy or the purchase or sale of any structured product is appropriate for you in the light of your particular investment needs, objectives and financial circumstances. Questions regarding the suitability of an investment for your specific financial and tax situation should be referred to your financial and tax advisers. Certain investment strategies and investment products featured on this website may not be available or suitable to all persons.

36. Past performance is no guarantee of future results. Information on this website relating to past performance cannot be relied on as a guide to future performance. The value and income of any products mentioned in this website can fall as well as rise and you may get back less than you invested.

37. The purchase of any securities or financial products described on this website entails risks. In particular, changes in (i) interest and exchange rates, (ii) the credit of an issuer of a security and (iii) the political climate may have a negative effect on the value, price or return of such securities and financial instruments. Unless otherwise stated, any pricing information on this website is indicative only, is subject to change and is not an offer to buy or sell such securities. Unless otherwise stated, any price quoted is exclusive of tax and delivery costs.

38. The financial information published or to be published on this website, or made available or to be made available through this website, is compiled and placed on this website with the greatest of care. Nevertheless, only the original hard-copy English versions of this information shall be regarded as the original version. No rights may be derived from financial information published or to be published on this website, or available or to be made available through this website, including with regard to its accuracy and completeness.

Regulatory Matters

Regulatory Information

39. RBS N.V. is authorised by De Nederlandsche Bank and regulated by the Autoriteit Financiele Markten (AFM) for the conduct of business in the Netherlands.

40. RBS plc is authorised and regulated by the Financial Services Authority (the “FSA”). RBS plc is entered in the FSA’s Register and its Register number is 121882. The FSA’s Register can be accessed at www.fsa.gov.uk/register/. RBS plc's registered VAT number is GB 243852752.

41. Persons dealing with any member of the RBS Group outside the UK are not covered by the rules and regulations applicable for the protection of investors in the UK.

42. RBS plc is in certain jurisdictions an authorised agent of RBS N.V. and RBS N.V. is in certain jurisdictions an authorized agent of RBS plc.

Australian Residents

43. Persons accessing this website from Australia should note that their access to, and use of, the information, services and products on this website may be prohibited under the Australian Corporations Act 2001 or authorised under RBS N.V.’s and RBS plc’s Australian Financial Services Licenses. Nothing contained in this website should be interpreted as an authorisation to access or use the information, services or products on this website in Australia where such prohibition applies.

General Information

Enforceability

44. In the event any provision of these Terms is held unenforceable, it will not affect the validity and enforceability of the remaining provisions and will be replaced by an enforceable provision that comes the closest to the intention underlying the unenforceable provision.

Governing Law

45. These Terms are governed by the laws of the State of New York, United Sates of America and any dispute regarding this website shall be subject to the exclusive jurisdiction of the state and federal courts located in the City, State and County of New York.

Notice to Customers

46. To help the U.S. government fight the funding of terrorism and money laundering activities, all financial institutions are required by law to obtain, verify and record information that identifies each individual or entity that opens an account.

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