EXHIBIT
4.3

     

    


     

    ROYAL
BANK OF SCOTLAND PLC

     

    OFFICER’S
CERTIFICATE OF CORPORATE AUTHORIZATION PURSUANT 

    TO
SECTION 3.01 OF THE INDENTURE

    


    March
16,
2010

    


    Pursuant to the
resolutions of the Committee of the Board of Directors of The Royal Bank of
Scotland plc (the “Company”) dated March 05, 2010,
provided as Exhibit A hereto and pursuant to Section 3.01 of the senior debt
securities indenture dated March 16, 2010 (the
“Indenture”), by and
between the Company, as issuer, The Royal Bank of Scotland Group plc, as
guarantor, and The Bank of New York Mellon, London Branch, as
trustee:

    


    I, David
O’Loan, Deputy Group Treasurer of the Company, approve the terms of the Senior
Notes and, subject to Article 9 of the Indenture, hereby certify as
follows:

    


    (a)  The
title of the Senior Notes shall be “4.875% Senior Notes due March 16, 2015” (the
“Senior
Notes”);

    


    (b)  The
aggregate principal amount of the Senior Notes that may be authenticated and
delivered under the Indenture shall not initially exceed $2,000,000,000 (except
as otherwise provided in the Indenture);

    


    (c)  Principal
on the Senior Notes shall be payable on March 16, 2015;

    


    (d)  The
Senior Notes shall be issued in global registered form on March 16, 2010 and
shall bear interest from March 16, 2010 at an annual rate of 4.875%, payable
semi-annually on March 16 and September 16 (each, an “Interest Payment
Date”).  Interest on the Senior Notes will be calculated on the
basis of a 360-day year divided into twelve months of 30 days each and, in the
case of an incomplete month, the actual number of days elapsed in such
period.  The Regular Record Dates for the Senior Notes will be the
second day of each March and September, whether or not a Business Day,
preceeding the relevant Interest Payment Date;

    


    (e)  No
premium, upon redemption or otherwise, shall be payable by the Company on the
Senior Notes;

    


    (f)  Principal
of and any interest on the Senior Notes shall be paid to the Holder through The
Bank of New York Mellon, as paying agent of the Company having offices in
London, United Kingdom;

    


    (g)  The
Senior Notes shall not be redeemable except as provided in Section 11.08 of the
Indenture.  In connection with any redemption of Senior Notes pursuant
to Section 11.08 of the Indenture, the date referenced therein shall be March
16,
2010;

    


    (h)  Other
than with respect to any redemption of the Securities pursuant to Section 11.08
of the Indenture, the Company shall have no obligation to redeem or purchase the
Securities pursuant to any sinking fund or analogous provision;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (i)  The
Senior Notes shall be issued only in denominations of $100,000 and integral
multiples of $1,000;

    


    (j)  The
principal amount of the Senior Notes shall be payable upon the declaration of
acceleration thereof pursuant to Section 5.02 of the Indenture;

    


    (k)  Additional
Amounts shall only be payable on the Senior Notes pursuant to Section 10.04 of
the Indenture;

    


    (l)  The
Senior Notes shall not be coverted into or exchange at the option of the Company
or otherwise for stock or other securities of the Company;

    


    (m)  The
Senior Notes shall be denominated in, and payments thereon shall be made in,
U.S. Dollars;

    


    (n)  The
payment of principal of (and premium, if any) or interest, if any, on the Senior
notes shall be payable in the coin or currency of the United States of
America;

    


    (o)  The
payment of principal of (and premium, if any) or interest, if any, on the Senior
notes shall be payable only in the coin or currency in which the Senior Notes
are denominated which, pursuant to (n) above, shall be the coin or currency of
the United States of America;

    


    (p)  The
Senior Notes will be issued in the form of one or more global securities in
registered form, without coupons attached, and the initial Holder with respect
to each such global security shall be Cede & Co., as nominee of The
Depository Trust Company;

    


    (q)  The
Senior Notes will not be issued in definitive form;

    


    (r)  There
is no Calculation Agent for the Senior Notes;

    


    (s)  The
Events of Default on the Senior Notes are as provided for in the
Indenture;

    


    (t)  The
form of the Senior Note is attached as Exhibit B hereto, including the guarantee
endorsed thereon;

    


    (u) The Company may
issue additional Senior Notes (“Additional Senior Notes”)
after the date hereof having the same ranking and same interest rate, maturity
date, redemption terms and other terms as the Senior Notes except for the price
to the public and issue date, provided that such Additional Senior Notes must be
issued with no more than de minimis original issue discount for U.S. federal
income tax purposes, or constitute a “qualified reopening” for U.S. federal
income tax purposes.  Any such Additional Senior Notes, together with
the Senior Notes will constitute a single series of securities under the
Indenture.

    


    The resolutions set
forth in Exhibit A hereto (i) have been duly adopted by an authorized committee
of the Board of Directors of Company and (ii) are in full force and effect as of
the date hereof;

    


    All terms
used but not defined herein shall have the meaning provided in the
Indenture.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
WITNESS WHEREOF, I have hereunto set my hand as of the date first written
above.

    


    


    
      	 
    	Signed:	
               /s/
      David O’Loan

            	 
    
	 
    	 
    	
              Name:

            	
              David
      O’Loan

            	 
    
	 
    	 
    	
              Title:

            	
              Deputy
      Group Treasurer