Exhibit
4.3

      


      


      SERVICE
AGREEMENT

      


      between

      


      THE
ROYAL BANK OF SCOTLAND plc

      


      and

      


      BRUCE
VAN SAUN

      ------------------------------

      


      


      


      


      


      


      o

      


      


      


      


      


      


      


      


      


      


      The
Royal Bank of Scotland plc

      36
St Andrew Square

      Edinburgh

      EH2
2YB

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      INDEX


      Clause

      


      
        
          	
                  1.

                	 
      	
                  Definitions,
      Interpretation and Construction

                	 
      
	 	 	 	 
	
                  2.

                	 
      	
                  Position

                	 
      
	 	 	 	 
	
                  3.

                	 
      	
                  Commencement
      of Employment

                	 
      
	 	 	 	 
	
                  4.

                	 
      	
                  Duties

                	 
      
	 	 	 	 
	
                  5.

                	 
      	
                  Other
      Interests

                	 
      
	 	 	 	 
	
                  6.

                	 
      	
                  Place of
      Employment

                	 
      
	 	 	 	 
	
                  7.

                	 
      	
                  Hours of
      Work

                	 
      
	 	 	 	 
	
                  8.

                	 
      	
                  Remuneration
      (RBSelect)

                	 
      
	 	 	 	 
	
                  9.

                	 
      	
                  Deductions

                	 
      
	 	 	 	 
	
                  10.

                	 
      	
                  Bonuses

                	 
      
	 	 	 	 
	
                  11.

                	 
      	
                  Executive
      Long Term Incentives

                	 
      
	 	 	 	 
	
                  12.

                	 
      	
                  YourBank

                	 
      
	 	 	 	 
	
                  13.

                	 
      	
                  Expenses

                	 
      
	 	 	 	 
	
                  14.

                	 
      	
                  Dealings in
      Investments

                	 
      
	 	 	 	 
	
                  15.

                	 
      	
                  Pension and
      Life Cover

                	 
      
	 	 	 	 
	
                  16.

                	 
      	
                  Holidays

                	 
      
	 	 	 	 
	
                  17.

                	 
      	
                  Sickness

                	 
      
	 	 	 	 
	
                  18.

                	 
      	
                  Confidentiality

                	 
      
	 	 	 	 
	
                  19.

                	 
      	
                  Group
      Property

                	 
      
	 	 	 	 
	
                  20.

                	 
      	
                  Intellectual
      Property

                	 
      
	 	 	 	 
	
                  21.

                	 
      	
                  Power of
      Attorney

                	 
      
	 	 	 	 
	
                  22.

                	 
      	
                  Grievance
      Procedure

                	 
      
	 	 	 	 
	
                  23.

                	 
      	
                  Disciplinary
      Procedure

                	 
      
	 	 	 	 
	
                  24.

                	 
      	
                  Summary
      Termination

                	 
      
	 	 	 	 
	
                  25.

                	 
      	
                  Termination
      by Notice

                	 
      
	 	 	 	 
	
                  26.

                	 
      	
                  Garden
      Leave

                	 
      
	 	 	 	 
	
                  27.

                	 
      	
                  Events on
      Termination

                	 
      
	 	 	 	 
	
                  28.

                	 
      	
                  Restrictions
      after Termination of Employment

                	 
      
	 	 	 	 
	
                  29.

                	 
      	
                  Declaration
      of Secrecy

                	 
      
	 	 	 	 
	
                  30.

                	 
      	
                  Data
      Protection

                	 
      


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          	
                  31.

                	 
      	
                  Notices

                	 
      
	 	 	 	 
	
                  32.

                	 
      	
                  Continuing
      Provisions

                	 
      
	 	 	 	 
	
                  33.

                	 
      	
                  Whole
      Agreement and Severability

                	 
      
	 	 	 	 
	
                  34.

                	 
      	
                  Collective
      Agreements

                	 
      
	 	 	 	 
	
                  35.

                	 
      	
                  Governing
      Law

                	 
      


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        



      


      SERVICE
AGREEMENT

      


      Between

      


      THE ROYAL BANK OF SCOTLAND plc
having its registered office at 36 St Andrew Square, Edinburgh EH2 2YB
(hereinafter called the “Company")

      


      and

      


      BRUCE VAN SAUN, residing at
324
Manchester Road,
Ridgewood,
New
Jersey,
07450


      (hereinafter called
the “Executive")

      
 

      THE
AGREEMENT BETWEEN THE PARTIES IS AS FOLLOWS:-

      


      
        	
                1.

              	
                Definitions,
      Interpretation and Construction

              


      

       

      In this Agreement,
unless otherwise stated, the following definitions apply:

       

      
        
          	
                  
                  

                	
                  1.1.1.

                	
                  "Associated
      Company" means any company (i) having an ordinary share capital of which
      not less than 25 per cent is owned directly or indirectly by RBSG or (ii)
      a holding company of the Company or any direct or indirect subsidiary of
      any such holding company or (iii) any company or other entity in respect
      of which the Group exercises management control, including joint venture
      operations;

                


        

      

       

      
        
          	
                  
                  

                	
                  1.1.2.

                	
                  "Board" means
      the Board of Directors of the Company or an authorised committee of the
      Board of Directors of the
Company;

                


        

      

       

      
        
          	
                  
                  

                	
                  1.1.3.

                	
                  “Main Board”
      means the Board of Directors of the
Company;

                


        

      

       

      
        
          	
                   

                	
                  1.1.4.

                	
                  "Group" means
      the Company and its Associated
Companies;

                


        

      

       

      
        
          	
                   

                	
                  1.1.5.

                	
                  "Remuneration
      Committee" means the Remuneration Committee of the Board or any committee
      empowered by the Board in substitution for the Remuneration
      Committee;

                


        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      
        
          	
                  
                  

                	
                  1.1.6.

                	
                  “RBSG” means
      The Royal Bank of Scotland Group plc having its
      registered   office at 36 St Andrew Square, Edinburgh EH2
      2YB; and

                


        

      

       

      
        
          	
                  
                  

                	
                  1.1.7.

                	
                  the
      expressions "subsidiary" and "holding company" have the same meanings in
      this Agreement as they have in Section 1159 of the Companies Act
      2006.

                


        

      

       

      
        
          	
                  
                  

                	
                  1.2.

                	
                  In this
      Agreement:

                


        

      

       

      
        
          	
                  
                  

                	
                  1.2.1.

                	
                  unless
      otherwise stated, references to statutes, rules or regulations or their
      provisions will also include amendments, extensions, consolidations or
      replacements and will refer to any orders or regulations, instruments or
      subordinate legislation;

                


        

      

       

      
        
          	
                  
                  

                	
                  1.2.2.

                	
                  the masculine
      gender shall include the feminine gender and singular number shall include
      the plural and vice versa;

                


        

      

       

      
        
          	
                  
                  

                	
                  1.2.3.

                	
                  unless
      otherwise stated, references to clauses and sub-clauses are references to
      clauses and sub-clauses of this Agreement and references to clauses shall
      be deemed to include references to the sub-clauses of that clause;
      and

                


        

      

       

      
        
          	
                  
                  

                	
                  1.2.4.

                	
                  the headings
      to clauses are for convenience only and shall not affect the construction
      or interpretation of this
Agreement.

                


        

      

       

      
        	
                2.

              	
                Position

              


      

       

      
        	
                 
      

              	
                2.1.

              	
                The Executive
      will be employed as Group Finance Director and the Executive agrees to
      accept the position on the terms and conditions set out in this
      Agreement.

              


      

       

      
        	
                 
      

              	
                2.2.

              	
                The Executive
      warrants that by virtue of entering into this Agreement, he will not be in
      breach of any express or implied terms of any contract or other obligation
      binding upon him.

              


      

       

      
        	
                 
      

              	
                2.3.

              	
                This role
      requires the Executive to be registered as an Approved Person within a
      Controlled Function under the terms of the Financial Services and Markets
      Act, as regulated by the Financial Services Authority (FSA). Consequently,
      the Executive is required to satisfy the FSA’s requirements for Fitness
      and Propriety and abide by the FSA’s Principles and Code of Practice for
      Approved Persons.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                2.4.

              	
                A copy of the
      Group’s Explanatory Booklet for Approved Persons is attached. This
      provides guidance on the Executive’s responsibilities as an Approved
      Person and forms part of the Executive’s terms and conditions of
      employment. However, it is essential to note that the Executive must refer
      to the latest rules and guidance contained in the FSA’s handbook. The
      links to this are set out in the Explanatory
  Booklet.

              


      

       

      
        	
                3.

              	
                Commencement
      of Employment

              


      

       

      
        	
                 
      

              	
                3.1.

              	
                The
      Executive’s employment under this Agreement commences on 8 September 2009.
      The Executive’s continuous employment with the Company commences on 8
      September 2009.

              


      

       

      
        	
                 
      

              	
                3.2.

              	
                No period of
      employment with a previous employer counts as part of the Executive’s
      period of continuous employment with the
  Company.

              


      

       

      
        	
                4.

              	
                Duties

              


      

       

      
        	
                 
      

              	
                4.1.

              	
                The Executive
      will report to the Group Chief
Executive.

              


      

       

      
        	
                 
      

              	
                4.2.

              	
                During his
      employment the Executive shall:

              


      

       

      
        
          	
                   

                	
                  4.2.1.

                	
                  devote the
      whole of his time, attention and skill to the business of the Group and
      shall faithfully, efficiently, competently and diligently perform such
      duties and exercise such powers, authorities and discretions which may be
      assigned to or vested in him by the Board;

                
	 	 	 
	 	
                  4.2.2.
 	
                  comply with
      the Group’s rules, policies and regulations as varied from time to time
      and obey all reasonable and lawful directions given by or under the
      authority of the Board;

                
	 	 	 
	 	
                  4.2.3 

                	
                  comply with
      the terms of the Group’s Code of Conduct;

                
	 	 	 
	 	
                  4.2.4. 

                	
                  not do anything prejudicial to
      the interests and reputation of the Group and shall promote and extend the
      business of the Group and protect and further its interests and
      reputation;
      and

                
	 	 	 
	
                   

                	
                  4.2.5.
 	
                  accept
      secondment to the employment of any Associated Company.  Any
      such secondment may be for a fixed period (which may be extended by the
      Company according to business requirements) and may apply to all of the
      Executive’s employment duties or only some of them. Notwithstanding the
      foregoing, the Executive will not be required to perform any services
      which 

                


        

         

      

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
         

        
        

        
          
            	 	 	

                    he cannot
      reasonably be expected to perform or which are not commensurate with his
      skills and experience.  During any period of secondment, the
      Executive will continue to receive his normal salary and benefits and will
      remain subject to the terms of this Agreement except as otherwise provided
      in any secondment agreement.

                  


          

           

        

      

      
        	
                 
      

              	
                4.3.

              	
                Additionally,
      the Executive may be required to undertake such other duties as the
      Company considers necessary to meet the needs of the
      business.  The Executive may also be required to perform
      services for any Associated Company and may be required to undertake the
      role and duties of a non-executive Director of other companies within the
      Group.  No additional remuneration will be paid in respect of
      these appointments.

              


      

       

      
        	
                 
      

              	
                4.4.

              	
                The duties of
      the Executive as an officer of the Company or of any Associated Company
      shall be subject to the Articles of Association (or equivalent) of the
      relevant company and shall be separate from and in addition to his duties
      under this Agreement.  Save where the Executive is a director of
      the Main Board, if he ceases to be a director or officer of the Company or
      of any Associated Company (otherwise than by resignation from employment,
      termination by the Company of the Executive’s employment under this
      Agreement or where the Executive is prohibited by law from acting as a
      director or officer of the Company or an Associated Company) this
      Agreement shall nevertheless remain in force as if the Executive's
      employment is that of executive manager rather than that of director. The
      parties agree that in such circumstances the Executive will not be
      entitled to any compensation in respect of the loss of his position as
      director or officer.

              


      

       

      
        	
                 
      

              	
                4.5.

              	
                The
      Executive's performance and discharge of his duties and responsibilities
      hereunder shall be the subject of regular review, the object of which is
      to assess performance during the period under review and to set agreed
      performance standards for future review periods.  In the event
      that, in the opinion of the Board and after receiving a warning from it
      and reasonable opportunity to cure any failure, the Executive fails to
      achieve the agreed personal performance standards, the Company may
      terminate the Executive's employment in accordance with the provisions of
      clause 25.

              


      

       

      
        	
                5.

              	
                Other
      Interests

              


      

       

      
        
          	
                  
                  

                	
                  5.1.

                	
                  The Executive
      shall not (except with the Group Chief Executive's prior written consent)
      be directly or indirectly engaged or concerned in any capacity in the
      conduct of, or have any financial interest in: any business, trade,
      profession or 

                


        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
         

        
          
            	
                    
                    

                  	
                     

                  	
                    organisation
      (other than Associated Companies) save through holding or being interested
      in investments (quoted or unquoted) not representing more than two per
      cent of the issued equity capital or any other class of share or debenture
      capital of any one company.

                  


          

        

         

      

      
        	
                 
      

              	
                5.2.

              	
                The Executive
      will not, without the Group Chief Executive’s
      prior consent, give lectures, speak in public or publish anything in any
      form or medium relating to the affairs of, or matters which may affect
      RBSG, other than as required in the normal course of his employment under
      this Agreement.

              


      

       

      
        	
                6.

              	
                Place
      of Employment

              


      

       

      
        	
                 
      

              	
                6.1.

              	
                The Executive
      will normally work between the Company’s offices in Edinburgh at
      Gogarburn, 175 Glasgow Road EH12 1HQ and 280 Bishopsgate London EC2M 4RB,
      but may be required to travel elsewhere in the world in the performance of
      his duties.

              


      

       

      
        	
                 
      

              	
                6.2.

              	
                The Executive
      may be required to move temporarily or permanently to any other location,
      as may be reasonably specified by the Company, in which case a minimum of
      4 weeks’ notice of the move will be given and reasonable travel,
      subsistence and relocation expenses will be paid by the
      Company.

              


      

       

      
        	
                7.

              	
                Hours
      of Work

              


      

       

      
        	
                 
      

              	
                7.1.

              	
                The
      Executive’s normal hours of work are from 9.00 a.m. to 5.00 p.m. Monday to
      Friday, inclusive of one hour for lunch daily, but the Executive may be
      required to work reasonable additional hours when necessary for the
      performance of his duties, without additional
  remuneration.

              


      

       

      
        	
                8.

              	
                Remuneration
      (RBSelect)

              


      

       

      
        	
                 
      

              	
                8.1.

              	
                The Company
      operates a flexible compensation and benefits package called RBSelect, which
      comprises:

              


      

       

      
        
          	
                   

                	
                  8.1.1. 

                	
                  individually
      calculated basic salary (the “Salary Element”);

                
	 	 	 
	 	
                  
                    8.1.2.

                  

                	any regional allowances the
      Executive is entitled to receive;
	 	 	 
	 	
                  8.1.3 

                	
                  value of the
      Managers’ Car Scheme;

                
	 	 	 
	 	
                  8.1.4 

                	
                  value of
      private medical cover; and

                
	 	 	 
	
                   

                	
                  8.1.5 

                	
                  value of
      Managers’ medicals.

                


        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

          
            	
                  	
                     

                  	
                    The residual
      amount may be used by the Executive to select preferred benefits from
      RBSelect.

                  
	 	 	 
	 	
                     

                  	
                    The Salary
      Element is used to calculate certain benefits such as any discretionary
      bonus payment or any other payment directly linked to
      salary.  The Salary Element is also used to calculate severance
      payments including redundancy.

                  
	 	 	 
	
                     

                  	
                     

                  	
                    The
      Executive’s Salary Element is £725,000 per annum.  The Executive
      will also receive funding in lieu of pension, equal to 35% of his Salary
      Element, and funding towards the provision of competitive benefits in kind
      of £26,245.  Full details of RBSelect
      are contained in the Company’s guidebook and on the Group intranet in
      relation to the scheme.

                  


          

           

        

      

      
        	
                 
      

              	
                8.2.

              	
                The monthly
      value of the Executive’s ValueAccount less the cost of any benefits
      elected through RBSelect will be paid on
      the 18th day of each month (or on the last preceding working day where the
      18th day falls on a weekend or public holiday) directly into the
      Executive’s bank account.  Salary will be paid partly in advance
      and partly in arrears up to the last day of each calendar
      month.

              


      

       

      
        	
                 
      

              	
                8.3.

              	
                The
      Executive’s salary will be reviewed annually on the 1st day of April of
      each year or any other day approved by the Remuneration Committee, with
      any adjustments having immediate effect unless otherwise specified by the
      Company.  Any review of salary will be entirely at the Company’s
      discretion. The Executive has no automatic right to any increase in
      salary.

              


      

       

      
        	
                 
      

              	
                8.4.

              	
                All
      remuneration payable in cash to the Executive under this Agreement shall
      only be credited to a bank account maintained by the Executive and held
      with the Company or with another company in the
  Group.

              


      

       

      
        	
                9.

              	
                Deductions

              


      

       

      
        	
                 
      

              	
                9.1.

              	
                The Executive
      agrees that the Company may, at any time during the Executive’s
      employment, or in any event upon termination of the Executive’s
      employment, deduct from his remuneration any monies due by him to the
      Company including any overpayment made and/or outstanding loans, advances,
      relocation expenses, the cost (including the legal and other costs
      involved) of repairing any damage or loss to the Company’s property
      (including intellectual property) caused by him, salary paid in respect of
      excess holidays and any other monies owed by him to the Company or any
      Associated Company.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                10.

              	
                Bonuses

              


      

      
         

        
          	
                   
      

                	
                  10.1.

                	
                  
                    The Company
      may in its absolute discretion pay the Executive a bonus of such amount,
      at such intervals and subject to such conditions as the Company may in its
      absolute discretion determine from time to time.

                  

                
	 	 	 
	 	
                  10.2.

                	
                  Any bonus in
      terms of clause 10.1 above may be paid in cash, shares or any other form,
      may be deferred in full or in part, and may be forfeited or reduced in
      such circumstances and on such terms as the Company, acting in good faith,
      determines appropriate.

                
	 	 	 
	 	
                  10.3.

                	
                  The exercise of discretion
      under clause 10.1 above in one financial year shall not bind the Company
      or act as a precedent for the exercise of discretion in any other
      financial year.

                
	 	 	 
	 	10.4.	
                  If, on or before the date
      when
      a bonus under
      clause 10.1 above might
      otherwise have been payable, the Executive’s employment has
      terminated or either party has given notice under this Agreement to
      terminate the Executive’s employment, the Executive will not be entitled
      to receive any such bonus (whether in cash, shares or any other
      form).

                
	 	 	 
	 	10.5.	
                  The Company reserves the right
      to change the rules of any bonus scheme, or to cancel such scheme, at any
      time without prior notice.  In the event of any conflict, the
      rules of any relevant bonus scheme (as amended from time to time) shall
      take precedence over the terms of this
  Agreement.

                


        

      

       

      
        	
                11.

              	
                Executive
      Long Term Incentives

              


      

      
        	
              	 	 
	 	11.1.	
                The Executive
      may, at the absolute discretion of the Remuneration Committee, be eligible
      to participate in the Company's long term incentive plans, subject to the
      rules of those plans.

              


      

      
      

       

      
        	
                12.

              	
                YourBank

              


      

      
        	
              	 	 
	 	12.1.	
                The Executive
      shall be eligible to access preferential rates across a range of financial
      products and services from the Group through YourBank.  YourBank
      is available to all UK and offshore employees and eligible Group
      pensioners.

              


      

      
      

       

      
        	
                13.

              	
                Expenses

              


      

      
        	
              	 	 
	 	13.1.	
                The Company
      shall reimburse the Executive for all reasonable out-of-pocket expenses
      properly incurred in the performance of his duties, subject to the
      Executive  

              


      

      
      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      producing all
relevant receipts or other satisfactory evidence and his compliance with the
Company’s travel and expenses policy as amended from time to time.

       

      
        	
                 
      

              	
                13.2.

              	
                In order to
      facilitate payment of expenses, the Executive may be supplied with a
      credit card for use solely in this
connection.

              


      

       

      
        	
                14.

              	
                Dealing
      in Investments

              


      

       

      
        	
                 
      

              	
                14.1.

              	
                The Executive
      is subject to the Company's Staff Dealing Rules (and divisional rules
      where applicable) which may require prior permission to be obtained before
      the Executive is permitted to deal in most types of securities
      transactions. Requests must be submitted in writing on the appropriate
      Company form.  The Company also operates a closed period during
      which the Executive will not be permitted to deal in RBSG
      shares.  Failure to abide by these rules will constitute serious
      misconduct for the purposes of any disciplinary action and may lead to
      criminal proceedings and / or the summary dismissal of the
      Executive.

              


      

       

      
        	
                 
      

              	
                14.2.

              	
                Details of
      the Company's Staff Dealing Rules are contained in the Group compliance
      manual (known as the Group Regulatory Risk Policy Handbook) and any local
      compliance manual.

              


      

       

      
        	
                15.

              	
                Pension
      and Life Cover

              


      

       

      
        	
                 
      

              	
                15.1.

              	
                The Executive
      shall be eligible to join The Royal Bank of Scotland Group Retirement
      Savings Plan (The Plan). The Executive can elect to join this plan through
      RBSelect. Further
      details are provided in the enclosed Retirement Savings Plan
      guidebook.

              


      

       

      
        	
                 
      

              	
                15.2.

              	
                The Plan is
      not contracted out of the State Second Pension and no Contracting Out
      certificate is required.

              


      

       

      
        	
                 
      

              	
                15.3.

              	
                The Executive
      will be provided with Life Cover as a core benefit under RBSelect. The cost of this
      is then deducted from the Executive’s ValueAccount. The Executive will
      find more information in the RBSelect
      guidebook.

              


      

       

      
        	
                16.

              	
                Holidays

              


      

       

      
        	
                 
      

              	
                16.1.

              	
                The Executive
      will be entitled to paid holidays, subject to the undernoted
      conditions:

              


      

       

      
        	
                 
      

              	
                16.1.1.

              	
                The Executive
      will be entitled to 30 working days’ holiday per year, to be taken at such
      time or times as the Executive shall request and agree in advance with the
      Company, plus a further 8 days to be taken at times to be determined by
      the Company (which will normally be Bank Holidays).  The 
      

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                Company reserves the right to
      request the Executive to work on Bank Holidays in return for which he will
      be entitled to holiday, equal to the period worked, to be taken at another
      time.

              
	 	 	 
	
                 
      

              	
                16.1.2.

              	
                The Company’s
      holiday year runs from 1 January to 31 December
  inclusive.

              


      

       

      
        	
                 
      

              	
                16.1.3.

              	
                If the
      Executive’s employment commences or terminates part way through the
      holiday year, holiday entitlement will be assessed on a pro-rata basis for
      each complete month of service during the holiday
  year.

              


      

       

      
        	
                 
      

              	
                16.1.4.

              	
                The Executive
      may carry over a maximum of 5 days’ unused holiday entitlement from one
      holiday year to the next, but only with the prior written consent of the
      Company.

              


      

       

      
        	
                 
      

              	
                16.2.

              	
                On
      termination of employment the Executive will be entitled to payment in
      respect of any accrued unused holiday entitlement except where the
      Executive’s employment is terminated by the Company for misconduct or
      gross misconduct when only accrued unused statutory holiday will be
      paid.

              


      

       

      
        	
                 
      

              	
                16.3.

              	
                Upon
      termination of this Agreement the Executive will repay to the Company any
      salary received for holidays taken by him in excess of his accrued
      entitlement.  The Executive agrees that any sums due to the
      Company by the Executive may be deducted by the Company from any monies
      owed to the Executive in accordance with clause
  9.

              


      

       

      
        	
                 
      

              	
                16.4.

              	
                During any
      period of notice (whether given by the Company or the Executive), whether
      being worked or spent on Garden Leave (as defined below), the Executive is
      required to take all accrued and outstanding holiday entitlement at times
      to be agreed with the Company. However, the Company retains the discretion
      to release the Executive from this obligation and to make a payment in
      lieu of such outstanding entitlement or part
  thereof.

              


      

       

      
        	
                17.

              	
                Sickness

              


      

       

      
        	
                 
      

              	
                17.1.

              	
                There is no
      contractual right to payment in respect of any period of absence due to
      sickness or incapacity and any such payments will be made at the Company’s
      sole discretion.

              


      

       

      If the Executive is
absent from work due to illness, injury, or accident the Company may, at its
sole discretion, pay Company sick pay (inclusive of any statutory sickness
benefit) at 100% of the Executive’s ValueAccount rate for the first 182 days of


       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      incapacity.  Beyond
the initial 182 days, the Executive will be eligible to be considered on a
discretionary basis for Disability Cover under the rules of the Company’s
Disability Cover scheme.  Continued receipt of payments under the
scheme will be at the Company’s discretion and will be subject to the rules of
the scheme which the Company has the right to vary from time to
time.  Disability Cover is a core benefit under RBSelect. The cost will be
deducted from the Executive’s ValueAccount. The Executive will find more
information in the RBSelect
guidebook.

       

      
        	
                 
      

              	
                17.2.

              	
                The Executive
      may self-certify his incapacity for absences of up to seven consecutive
      days (including weekends and statutory
  holidays).

              


      

       

      
        	
                 
      

              	
                17.3.

              	
                A doctor’s
      certificate must be submitted to the Company for absences of more than
      seven consecutive days.  Thereafter, the Executive must submit a
      new doctor’s certificate as and when necessary to ensure that all periods
      of absence are covered.

              


      

       

      
        	
                 
      

              	
                17.4.

              	
                The Company
      reserves the right to request the Executive to provide evidence for any
      period of absence including those that would normally be
      self-certified.

              


      

       

      
        	
                 
      

              	
                17.5.

              	
                For the
      purposes of assessing the Executive’s entitlement to Statutory Sick Pay,
      the qualifying days will be Monday to Friday
  inclusive.

              


      

       

      
        	
                 
      

              	
                17.6.

              	
                If the
      Executive is incapable of performing his duties because of injuries
      sustained wholly or partly as a result of actionable negligence, nuisance
      or breach of any statutory duty on the part of any person other than a
      company in the Group (a “third party") or if the Executive is covered by
      any health or other insurance scheme (an “insurance policy”) all
      Disability Cover payments made to the Executive shall (to the extent that
      compensation for loss of earnings is recoverable from the third party or
      under the insurance policy), constitute loans by the Company (or by any
      Associated Company from whom the Company may have procured payment of the
      Executive's salary) to the Executive and shall be repaid when the
      Executive recovers compensation for loss of earnings from the third party
      by action or otherwise or under the insurance
  policy.

              


      

       

      
        	
                 
      

              	
                17.7.

              	
                Without
      prejudice to the provisions of Clause 17.6, in the event that the
      Executive has been incapacitated from performing his duties by reason of
      injuries sustained wholly or partly as a result of actionable negligence
      or as a result of matters which are covered by an insurance policy, the
      Company shall be entitled to require the Executive
  either:-

              


      

       

      
        	
                 
      

              	
                17.7.1.

              	
                (subject to
      the Company agreeing to indemnify the Executive against all reasonable
      legal expenses) to raise legal proceedings to enforce his
      rights

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

       against
any third party who has committed such an actionable negligence against him
and/or to pursue a claim under the insurance policy; or

       

      
        	
                 
      

              	
                17.7.2.

              	
                to assign to
      the Company or any Associated Company his right to raise legal proceedings
      to recover from such third party and/or the relevant insurance company
      compensation for any loss of earnings sustained by the
      Executive.

              


      

      
         

        
          	
                   

                	
                  17.8.

                	
                  The Executive
      shall at any time (including during any period of incapacity) at the
      request and expense of the Company submit to medical examinations by a
      medical practitioner nominated by the Company.  The results
      shall, subject to the provisions of the Access to Medical Reports Act
      1988, be disclosed to the
Company.

                


        

         

      

      
        	
                18.

              	
                Confidentiality

              


      

       

      
        	
                 
      

              	
                18.1.

              	
                During the
      Executive’s employment, he must treat the business of the Company and any
      Associated Company and any information received during the course of or as
      a result of his employment about or provided by any third party as
      strictly confidential.

              


      

       

      
        	
                 
      

              	
                18.2.

              	
                The Executive
      may not at any time (whether during his employment or after its
      termination) disclose to any unauthorised person, firm or corporation or
      use or attempt to use for his own or any other person, firm or
      corporation’s advantage, any confidential information relating to the
      business affairs or trade secrets of the Company or any Associated
      Company, or any confidential information (howsoever obtained) about or
      provided by any third party received during the course of or as a result
      of his employment (“Confidential Information”).  Confidential
      Information includes, but is not limited to, information relating to
      employees, customers and suppliers (whether former, actual or potential),
      Group contracts, pricing structures, financial and marketing details,
      business plans, any technical data, designs, formulae, product lines,
      Intellectual Property (as defined in clause 20), research activities and
      any Group information which may be deemed to be commercially or price
      sensitive in nature.  It also includes, again without
      limitation, any information contained in documents marked "confidential"
      or documents of a higher security classification and other information
      which, because of its nature or the circumstances in which the Executive
      receives it, he should reasonably consider to be
    confidential.

              


      

       

      
        	
                 
      

              	
                18.3.

              	
                The Company
      reserves the right to modify the categories of Confidential Information
      from time to time.

              


      

       

      
        	
                 
      

              	
                18.4.

              	
                The Executive
      is not permitted to make any copy, abstract, summary or précis of the
      whole or any part of any document belonging to the Group unless he has
      been 

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

         

      

      authorised to do
so by the Company, and shall not at any time use or permit to be used any such
items otherwise than for the benefit of the Group.

       

      
        	
                 
      

              	
                18.5.

              	
                The
      obligations contained in this clause 18 shall not
  apply:

              


      

       

      
        	
                 
      

              	
                18.5.1.

              	
                to
      information or knowledge which is already in the public domain other than
      by way of unauthorised use or disclosure (whether by the Executive or a
      third party);

              


      

       

      
        	
                 
      

              	
                18.5.2.

              	
                where the
      Executive’s use or disclosure of the information has been properly
      authorised by the Company;

              


      

       

      
        	
                 
      

              	
                18.5.3.

              	
                to any
      information which the Executive discloses in accordance with applicable
      public interest disclosure legislation;
or

              


      

       

      
        	
                 
      

              	
                18.5.4.

              	
                to any
      information which is required to be disclosed in accordance with an order
      of a Court of competent
jurisdiction.

              


      

       

      
        	
                 
      

              	
                18.6.

              	
                The Executive
      shall exercise all due care and diligence and shall take all reasonable
      steps to prevent the publication or disclosure of any Confidential
      Information relating to, in particular, but not limited to, actual or
      proposed transactions, of any employee, customer, client or supplier
      (whether former, actual or potential) of the Company or any Associated
      Company including the partnerships, companies, bodies, and corporations
      having accounts with or in any way connected to or in discussion with the
      Group and all other matters relating to such customers, clients or
      suppliers and connections.

              


      

       

      
        	
                 
      

              	
                18.7.

              	
                Any breach by
      the Executive of the provisions of this clause 18 will be regarded by the
      Company as a serious disciplinary matter and may, if committed while the
      Executive is employed by the Company, result in disciplinary action being
      taken against the Executive up to and including dismissal without
      notice.

              


      

       

      
        	
                 
      

              	
                18.8.

              	
                The Executive
      agrees that the undertakings comprised in this clause 18 are reasonable
      and necessary to protect the legitimate business interests of the Group
      both during the Executive’s employment and after its
      termination.

              


      

       

      
        	
                19.

              	
                Group
      Property

              


      

       

      
        	
                 
      

              	
                19.1.

              	
                All reports,
      files, notes, memoranda, e mails, accounts, documents or other material
      (including all notes and memoranda of any Confidential Information as
      defined in clause 18.2 and the items referred to in clause 18.4) and any
      copies made or received by the Executive in connection with his employment
      under this Agreement 

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

         

      

      are and shall
remain the sole property of the Company or the appropriate Associated Company
and shall be surrendered by the Executive to someone duly authorised by the
Company in accordance with clause 27.

       

      
        	
                20.

              	
                Intellectual
      Property

              


      

       

      
        	
                 
      

              	
                20.1.

              	
                For the
      purposes of this clause, "Intellectual Property" means patents, trade
      marks, service marks, registered designs (including applications for and
      rights to apply for any of them), unregistered design rights, trade or
      business names, copyright, database rights, Confidential Information or
      knowhow and any similar rights in any
country.

              


      

       

      
        	
                 
      

              	
                20.2.

              	
                All
      Intellectual Property which the Executive develops or produces in
      connection with his employment duties, or which the Executive derives from
      any material produced by the Executive or any other employee of the
      Company in connection with their employment duties, will be owned by the
      Company absolutely.  The Executive agrees, at the Company’s
      expense, to sign all documents and carry out all such acts as will be
      necessary to achieve this.  The Executive waives all moral
      rights in all Intellectual Property which is owned by the Company, or will
      be owned by the Company, further to this
clause.

              


      

       

      
        	
                21.

              	
                Power
      of Attorney

              


      

       

      
        	
                 
      

              	
                21.1.

              	
                The Executive
      irrevocably appoints any Director or the Secretary of the Company to be
      his authorised attorney to do all such things and to execute all such
      documents in his name and on his behalf, which may be necessary or
      desirable for the Company to obtain for itself, or its nominees or any
      Associated Company the full benefit of the provisions in clauses 20 and
      27.

              


      

       

      
        	
                 
      

              	
                21.2.

              	
                A letter,
      signed by any Director or Secretary of the Company certifying that
      anything has been done or that any document has been executed in
      accordance with the authority conferred by this clause, shall be
      conclusive evidence that such is the case as far as any third party is
      concerned save that the Executive may not sign such a letter
      himself.

              


      

       

      
        	
                22.

              	
                Grievance
      Procedure

              


      

       

      
        	
                 
      

              	
                22.1.

              	
                If the
      Executive has a grievance relating directly to his employment, the
      grievance and the basis for it should be raised in writing with the
      ultimate executive director to whom the Executive reports, for his
      consideration.  Such executive director will meet with the
      Executive and will notify the Executive in writing of his findings and of
      any 

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

      

      action to be
taken to redress any justifiable grievance found to exist.  If the
Executive considers that the matter remains unresolved he should raise an appeal
with the Group Director, Human Resources or such other person as the Group
Director, Human Resources may nominate, whose decision, following a further
meeting with the Executive, will be final and binding on the
Executive.

       

      
        	
                 
      

              	
                22.2.

              	
                At any stage
      of the grievance procedure, the Executive may be accompanied at formal
      meetings by either a work colleague or a trade union
      representative.

              


      

       

      
        	
                23.

              	
                Disciplinary
      Procedure

              


      

       

      
        	
                 
      

              	
                23.1.

              	
                Without
      prejudice to the terms of clause 24, the Company may take disciplinary
      action against the Executive for, but not limited
  to:

              


      

       

      
        	
                 
      

              	
                23.1.1.

              	
                conduct
      incompatible with the Executive’s status (whether or not during working
      hours); or

              


      

       

      
        	
                 
      

              	
                23.1.2.

              	
                poor
      attendance; or

              


      

       

      
        	
                 
      

              	
                23.1.3.

              	
                a breach by
      the Executive of any of the terms and conditions of his employment;
      or

              


      

       

      
        	
                 
      

              	
                23.1.4.

              	
                unsatisfactory
      performance by the Executive of his
duties.

              


      

       

      
        	
                 
      

              	
                23.2.

              	
                Such action
      may include a verbal or written warning (including a final written
      warning), suspension with or without pay, or dismissal with or without
      notice.

              


      

       

      
        	
                 
      

              	
                23.3.

              	
                The Company
      may suspend the Executive with or without pay and benefits to enable it to
      carry out an investigation into any matter in respect of which it is
      considering taking disciplinary action against the Executive or for any
      other good reason. The period of suspension will not normally exceed 12
      weeks.

              


      

       

      
        	
                 
      

              	
                23.4.

              	
                After the
      investigation the ultimate executive director to whom the Executive
      reports (or his nominated deputy) will write to the Executive setting out
      the alleged conduct and basis for the disciplinary action and inviting the
      Executive to a meeting to discuss the
matter.

              


      

       

      
        	
                 
      

              	
                23.5.

              	
                After the
      meeting such executive director (or his nominated deputy) will write to
      the Executive advising him of the outcome and of any disciplinary sanction
      to be imposed.

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                23.6.

              	
                If the
      Executive is unhappy with the outcome he may appeal the decision by
      raising it with the Group Director, Human Resources (or his nominated
      deputy).

              


      

       

      
        	
                 
      

              	
                23.7.

              	
                If the
      Executive appeals the decision the Group Director, Human Resources (or his
      nominated deputy) will hold an appeal meeting with the
      Executive.

              


      

       

      
        	
                 
      

              	
                23.8.

              	
                After the
      meeting the Group Director, Human Resources (or his nominated deputy) will
      write to the Executive advising him of the outcome. The decision of the
      Group Director, Human Resources (or his nominated deputy) will be
      final.

              


      

       

      
        	
                 
      

              	
                23.9.

              	
                The procedure
      set out in clauses 23.4 to 23.8 does not confer any contractual rights on
      the Executive.

              


      

       

      
        
          	
                   

                	
                  23.10.

                	
                  The Company’s
      Disciplinary Policy does not apply to the Executive’s employment
      hereunder.

                


        

      

       

      
        
          	
                  
                  

                	
                  23.11.

                	
                  At any stage
      of the disciplinary procedure, the Executive may be accompanied at formal
      meetings by either a work colleague or a trade union
      representative.

                


        

      

       

      
        
          	
                   

                	
                  23.12.

                	
                  For the
      purposes of this clause the following are examples of conduct which will
      be treated as ‘Gross Misconduct’ and are therefore likely to result in the
      dismissal of the Executive without
notice:

                


        

      

       

      
        	
                 
      

              	
                23.12.1.

              	
                theft;

              


      

       

      
        	
                 
      

              	
                23.12.2.

              	
                damage to
      Company property;

              


      

       

      
        	
                 
      

              	
                23.12.3.

              	
                misuse of
      Company property or resources including computers and any other part of
      the Company’s telecommunication
system;

              


      

       

      
        	
                 
      

              	
                23.12.4.

              	
                fraud;

              


      

       

      
        	
                 
      

              	
                23.12.5.

              	
                incapacity
      for work due to being under the influence of alcohol or illegal
      drugs;

              


      

       

      
        	
                 
      

              	
                23.12.6.

              	
                physical
      assault;

              


      

       

      
        	
                 
      

              	
                23.12.7.

              	
                gross
      insubordination; and

              


      

       

      
        	
                 
      

              	
                23.12.8.

              	
                serious
      harassment on any grounds.

              


      

       

      For the avoidance of doubt this list is not
exhaustive.

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

         

      

      
        	
                24.

              	
                Summary
      Termination

              


      

       

      
        	
                 
      

              	
                24.1.

              	
                Notwithstanding
      the provisions of clauses 23 and 25 of this Agreement, the Company shall
      (without prejudice to the other rights and remedies of the Company) be
      entitled to dismiss the Executive without notice or payment in lieu of
      notice if the Executive:

              


      

       

      
        	
                 
      

              	
                24.1.1.

              	
                commits any
      serious or persistent breach of his duties, refuses or neglects to comply
      with any term of this Agreement, refuses or neglects to comply with any
      reasonable order or direction given to him by the Company, or is guilty of
      any gross default or incompetence or misconduct in connection with or
      affecting the business of the Company or conducts himself (whether or not
      in connection with his employment) in a manner which, in the reasonable
      opinion of the Company, is prejudicial to the Company or may bring him or
      the Company into disrepute;

              


      

       

      
        	
                 
      

              	
                24.1.2.

              	
                is guilty of
      dishonesty, gross incompetence, wilful neglect of duty, or of
      mismanagement of his financial affairs through failure to observe rules
      and procedures for the operation of bank accounts and/or
      borrowing;

              


      

       

      
        	
                 
      

              	
                24.1.3.

              	
                is found
      guilty of any criminal offence (other than a minor offence under the Road
      Traffic Acts which does not result in imprisonment) whether or not in
      connection with employment;

              


      

       

      
        	
                 
      

              	
                24.1.4.

              	
                is or
      becomes, in the reasonable opinion of the Company, of unsound
      mind;

              


      

       

      
        	
                 
      

              	
                24.1.5.

              	
                becomes a
      patient for any purpose of any statute relating to mental
      health;

              


      

       

      
        	
                 
      

              	
                24.1.6.

              	
                is
      declared  bankrupt or takes advantage of any statute for the
      time being in force offering relief to insolvent
  debtors;

              


      

       

      
        	
                 
      

              	
                24.1.7.

              	
                resigns as an
      officer of the Company or any Associated Company without the agreement of
      the Board;

              


      

       

      
        	
                 
      

              	
                24.1.8.

              	
                if, as the
      result of any default on the part of the Executive, is prohibited by law
      from acting as an officer of the Company or any Associated Company;
      or

              


      

       

      
        	
                 
      

              	
                24.1.9.

              	
                loses any
      Registration or Regulatory Status necessary to fulfil his
      duties.

              


      

       

      
        	
                 
      

              	
                24.2.

              	
                Notwithstanding
      the provisions of clause 2 and clause 4, the Executive agrees that he
      shall have no remedy against the Company if his employment is terminated
      by 

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   
      

                	
                   

                	
                  reason of the
      liquidation of the Company for the purposes of amalgamation or
      reconstruction provided that he is offered employment with any concern or
      undertaking resulting from such amalgamation or reconstruction on terms
      and conditions which taken as a whole are not substantially less
      favourable than the terms of this
Agreement.

                


        

         

      

      
        	
                25.

              	
                Termination
      by Notice

              


      

       

      
        	
                 
      

              	
                25.1.

              	
                The length of
      notice which the Executive is obliged to give the Company when seeking to
      leave employment is twelve months, or such shorter period as is mutually
      agreed.  Notice must be given in
  writing.

              


      

       

      
        	
                 
      

              	
                25.2.

              	
                Subject to
      clauses 23 and 24 above, the length of notice which the Executive is
      entitled to receive from the Company to terminate his employment is twelve
      months, or such shorter period as is mutually agreed.  Notice by
      the Company will be given in
writing.

              


      

       

      
        	
                 
      

              	
                25.3.

              	
                Without
      prejudice to clause 25.4 below, the Company reserves the right to make a
      payment in lieu of notice, subject to the
  following:

              


      

       

      
        	
                 
      

              	
                25.3.1.

              	
                Any payment
      in lieu of notice will represent a payment in lieu of the Salary Element
      of the Executive’s ValueAccount only. No payment will be made in respect
      of any other benefit;

              


      

       

      
        	
                 
      

              	
                25.3.2.

              	
                Any payment
      in lieu of notice will be released in monthly instalments based on the
      Executive’s normal Salary Element.  These payments will be made
      on the Company’s normal pay dates;

              


      

       

      
        	
                 
      

              	
                25.3.3.

              	
                Throughout the period he is in
      receipt of such instalments, the Executive will be obliged
      to use reasonable
      endeavours to seek alternative employment or engagement.  If the
      Executive secures new employment (or any other means of generating income,
      e.g. a consultancy or directorship or any other engagement or appointment)
      he must disclose that fact to the Company without delay.  The Executive will
      have no right to any further payments under this clause 25 (whether in
      whole or in part) from the date he commences such new employment or
      engagement; and

              


      

       

      
        	
                 
      

              	
                25.3.4.

              	
                Any payment
      in lieu of notice made pursuant to this clause 25 will be subject to such
      deductions as the Company is required by law to
  make.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                25.4.

              	
                In the event
      that the Executive’s employment is terminated by reason of his personal
      underperformance, the Company, having complied with its obligations
      contained in the second sentence of clause 4.5 above, may elect to
      terminate the Executive’s employment by giving written notice with
      immediate effect (and, for the avoidance of doubt, without making any
      payment in lieu of notice).

              


      

       

      
        	
                 
      

              	
                25.5.

              	
                The
      Executive’s normal retirement age is 65. This Agreement will automatically
      terminate without notice on the Executive reaching the age of
      65.

              


      

       

      
        	
                26.

              	
                Garden
      Leave

              


      

       

      
        	
                 
      

              	
                26.1.

              	
                At any stage
      of the Executive’s notice period referred to in clause 25 above (whether
      notice was given by the Executive or by the Company), the Company may, at
      its absolute discretion and without being required to give any reasons,
      require the Executive to remain away from work (the “Garden
      Leave”).

              


      

       

      
        	
                 
      

              	
                26.2.

              	
                During any
      period of Garden Leave:

              


      

       

      
        	
                 
      

              	
                26.2.1.

              	
                the Executive
      must (save for periods when he is on holiday, whether pursuant to clause
      16.4 or otherwise) be available for work, but the Company is not obliged
      to provide him with any work and may require him to perform different
      duties and/or tasks from his normal
duties;

              


      

       

      
        	
                 
      

              	
                26.2.2.

              	
                the Executive
      will be entitled to receive the Salary Element of his ValueAccount
      together with any benefits under this Agreement, but excluding any
      discretionary or performance bonus, which will not accrue while the
      Executive is not carrying out his normal
duties;

              


      

       

      
        	
                 
      

              	
                26.2.3.

              	
                the Executive
      may not, without the prior written consent of the Company, contact or
      attempt to contact any client, customer, agent, professional adviser,
      employee, supplier or broker of the Company, any Associated Company or any
      other company within the Group;

              


      

       

      
        	
                 
      

              	
                26.2.4.

              	
                the Executive
      will not be permitted to work for any other organisation or on his own
      behalf without the Company’s prior written
  consent;

              


      

       

      
        	
                 
      

              	
                26.2.5.

              	
                all other
      terms and conditions of the Executive’s employment (both express and
      implied) will remain in full force and effect until the end of the notice
      period; and

              


      

       

      
        	
                 
      

              	
                26.2.6.

              	
                the Executive
      continues to owe the Company a duty of fidelity and good
      faith.

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                26.3.

              	
                Any period of
      Garden Leave shall count towards any period of restriction set out in
      clause 28.2.

              


      

       

      
        	
                27.

              	
                Events
      on Termination

              


      

       

      
        	
                 
      

              	
                27.1.

              	
                Upon
      termination of the Executive’s employment for any reason whatsoever or at
      any other time at the request of the Company, the Executive shall
      immediately:

              


      

       

      
        	
                 
      

              	
                27.1.1.

              	
                deliver to
      the Company, in accordance with its instructions all items referred to in
      clause 19 and all other property of the Company (including, but not
      limited to, any company car, credit cards, equipment, correspondence,
      data, disks, tapes, records, specifications, software, models, notes,
      reports and other documents together with any extracts or summaries,
      removable drives or other computer equipment, keys and security passes) or
      of any Associated Company in his possession or under his
      control;

              


      

       

      
        	
                 
      

              	
                27.1.2.

              	
                resign,
      without claim for compensation, from all directorships and other offices
      within the Group then held by him and the Executive hereby irrevocably
      authorises the Company to appoint some person in his name and on his
      behalf to sign any documents and do any things necessary to effect such
      resignation should he fail to do so;
and

              


      

       

      
        	
                 
      

              	
                27.1.3.

              	
                transfer
      (without payment in return) to the Company or its nominee, any qualifying
      or nominee shares registered in the name of the Executive (either solely
      or jointly) and held by the Executive as nominee, beneficial owner or
      trustee on behalf of the Company or any Associated
  Company.

              


      

       

      
        	
                 
      

              	
                27.2.

              	
                The Executive
      shall, if so required by the Company, confirm in writing that he has
      complied with his obligations under this clause
  27.

              


      

       

      
        	
                28.

              	
                Restrictions
      after Termination of Employment

              


      

       

      
        	
                 
      

              	
                28.1.

              	
                In this
      clause the following definitions shall
apply:

              


      

       

      
        	
                 
      

              	
                28.1.1.

              	
                "Termination
      Date" means the date on which the Executive’s employment
    ends;

              


      

       

      
        	
                 
      

              	
                28.1.2.

              	
                "Restricted
      Period" means the period of 12 months starting with the Termination Date
      (or such period less than 12 months as reduced by any period spent on
      Garden Leave);

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                28.1.3.

              	
                "Business"
      means those parts of the business carried on at the Termination Date by
      the Company and any Associated Company with which the Executive was
      involved to a material extent during the 12 months preceding the
      Termination Date;

              


      

       

      
        	
                 
      

              	
                28.1.4.

              	
                “Competitor” means any
      business which is the same or similar to the Business and which is or is
      likely to be or which becomes (during the Restricted Period) a business in
      competition with the Business;

              


      

       

      
        	
                 
      

              	
                28.1.5.

              	
                “Key
      Employee” means any employee of the Company or any Associated Company at
      appointed, managerial, senior managerial or executive level who in the
      reasonable opinion of the Company (or Associated Company as appropriate)
      could damage its interests if involved in any capacity with a Competitor
      and with whom the Executive has worked during the 12 months preceding the
      Termination Date; and

              


      

       

      
        	
                 
      

              	
                28.1.6.

              	
                “Customer”
      means any person, firm, company, organisation who or which, at any time
      during the 12 months preceding the Termination Date, was a customer of, an
      investor with or an exclusive supplier of services to, the Group, or any
      such entity who was negotiating with or contemplating doing business with
      the Group as at the Termination
Date.

              


      

       

      
        	
                 
      

              	
                28.2.

              	
                The Executive
      agrees and undertakes in favour of the Company, as separate and
      independent obligations, that he will not, without first obtaining the
      written consent of the Company:-

              


      

       

      


      
        	
                 
      

              	
                28.2.1.

              	
                during the
      Restricted Period hold any position as employee, director, officer,
      consultant, partner, agent or principal in or with any
      Competitor;

              


      

       

      
        	
                 
      

              	
                28.2.2.

              	
                during the
      Restricted Period directly or indirectly and whether on his own or someone
      else’s behalf canvass or solicit the custom of any Customer whom he has
      had dealings with, responsibility for or material knowledge of in the
      course of his employment within the 12 months immediately prior to the
      Termination Date;

              


      

       

      
        	
                 
      

              	
                28.2.3.

              	
                during the
      Restricted Period, seek to influence, be engaged in or have any dealings
      with any business, including but not limited to any Customer, where he is
      or may be able to influence any trading relationship which has existed
      during the period of 12 months immediately prior to the Termination
      

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   
      

                	
                   

                	
                  Date between
      any business or Customer and the Company or an Associated
      Company;

                


        

         

      

      
        	
                 
      

              	
                28.2.4.

              	
                during the
      Restricted Period or at any time beforehand, induce or seek to induce or
      entice or seek to entice away from the Company or any Associated Company,
      any Key Employee.

              


      

       

      
        	
                 
      

              	
                28.3.

              	
                Nothing in
      clause 28.2 will prevent the Executive from being involved in any business
      where his duties relate primarily to goods, services and activities not
      sold, provided or carried on by the Company or any Associated
      Company.

              


      

       

      
        	
                 
      

              	
                28.4.

              	
                The Executive
      agrees and acknowledges that the restrictions contained in clause 18
      (Confidentiality), clause 19 (Group Property), clause 26 (Garden Leave),
      clause 27 (Events on Termination) and clause 28 (Restrictions after
      Termination of Employment) are reasonable and necessary to protect the
      business and the Confidential Information of the Company and that the
      benefits he receives under this Agreement are sufficient compensation for
      these restrictions.  However, if any such restriction or
      restrictions are together or individually found to be void or
      unenforceable but would be valid and effective if some part or parts of
      them were deleted, the restriction or restrictions shall apply with any
      deletions or amendments necessary to make it or them valid, effective and
      enforceable.

              


      

       

      
        	
                 
      

              	
                28.5.

              	
                The Executive
      shall not, following the termination of his employment with the Company,
      represent himself or hold himself out as being in any way connected with
      the business of the Group.

              


      

       

      
        	
                29.

              	
                Declaration
      of Secrecy

              


      

       

      
        	
                 
      

              	
                29.1.

              	
                The Executive
      will be required to sign a Declaration of Secrecy in such form as may be
      required by the Company from time to
time.

              


      

       

      
        	
                30.

              	
                Data
      Protection

              


      

       

      
        	
                 
      

              	
                30.1.

              	
                The Executive
      undertakes to familiarise himself with the Data Protection policy,
      procedures and accountabilities set down by the Company as a result of the
      Data Protection Act 1998.  The Executive acknowledges that the
      Company will view any breach of these procedures as a serious matter of
      discipline.

              


      

       

      
        	
                 
      

              	
                30.2.

              	
                By signing
      this Agreement, the Executive acknowledges and agrees that the Company is
      permitted to hold personal information about him as part of its personnel
      and other business records and may use such information in the course of
      the 

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   
      

                	
                   

                	
                  Company's
      business.  The Executive agrees that the Company may disclose
      such information to third parties in the event that such disclosure is in
      the Company's view required for the proper conduct of the Company's
      business or that of any Associated Company.  This clause applies
      to information held, used or disclosed in any
  medium.

                


        

         

      

      
        	
                 
      

              	
                30.3.

              	
                The Company
      reserves the right to carry out searches relating to the Executive through
      credit reference agencies or through the Group’s own customer records at
      any time during the employment of the Executive.  These searches
      will provide the Company with information that it may use for the purposes
      of identifying any serious debt or other significant financial
      difficulties that the Executive may have. This will allow the Company to
      raise this with the Executive in order to detect or eliminate any
      particular risk of employee fraud or theft, and thereafter to take any
      steps that the Company considers necessary to mitigate that
      risk.  The Company will only retain the information about the
      Executive which it obtains from these searches for as long as the Company
      needs it for the purposes set out above (subject to any legal (including
      any regulatory) obligation which requires the Company to retain that
      information for a longer period). The relevant credit reference agency
      will record details of the search but these will not be available for use
      by lenders to assess the ability of the Executive to obtain credit. The
      Executive has the right of access to his personal records held by credit
      reference agencies.  The Company will supply the names and
      addresses of the relevant credit reference agencies upon request, to help
      the Executive to exercise his right of access to those
      records.

              


      

       

      
        	
                 
      

              	
                30.4.

              	
                For the
      reasons referred to above, it is important that the Executive manages his
      personal finances responsibly.  The Executive is required to
      draw to the attention of his manager any serious debt or significant
      financial difficulties that he may have including those which result in
      court action being taken against
him.

              


      

       

      
        	
                 
      

              	
                30.5.

              	
                By signing
      this Agreement, the Executive hereby gives permission for the Company or
      any Associated Company and/or their appointed agents to carry out such
      credit reference searches in relation to him, including searches of
      customer credit records, during the term of this Agreement, as it
      considers necessary from time to time for the purposes set out in this
      clause.

              


      

       

      
        	
                31.

              	
                Notices

              


      

       

      
        	
                 
      

              	
                31.1.

              	
                Any notice or
      other communication may be given by either party by personal delivery or
      prepaid first class mail to the other party at (in the case of the
      Company) its registered office for the time being marked “For the
      Attention of the Company Secretary” or (in the case of the Executive) his
      last known usual address and any 

              


      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   
      

                	
                   

                	
                  such notice
      shall be deemed to have been served (in the case of first class mail) at
      the expiry of 48 hours after the same was posted or (in the case of
      personal delivery) at the time of such
delivery.

                


        

         

      

      
        	
                32.

              	
                Continuing
      Provisions

              


      

       

      
        	
                 
      

              	
                32.1.

              	
                The
      termination of this Agreement shall not affect the provisions of clause 18
      (Confidentiality), clause 19 (Group Property), clause 26 (Garden Leave),
      clause 27 (Events on Termination) and clause 28 (Restrictions after
      Termination of Employment).

              


      

       

      
        	
                33.

              	
                Whole
      Agreement and Severability

              


      

       

      
        	
                 
      

              	
                33.1.

              	
                These terms
      and conditions constitute a written statement of the terms of the
      Executive's employment in accordance with the provisions of the Employment
      Rights Act 1996.  These terms and conditions supersede any
      previous agreement, whether oral or in writing, between the Executive and
      the Company in relation to the matters dealt with herein and, together
      with the Executive’s letter of appointment, represent the entire agreement
      between the Executive and the
Company.

              


      

       

      
        	
                 
      

              	
                33.2.

              	
                The Company
      reserves the right to make changes to this Agreement from time to time and
      will endeavour to give the Executive one month's notice in writing of any
      significant changes.  The foregoing notwithstanding, the Company
      agrees not to make changes to this Agreement which materially adversely
      affect the entitlements of the Executive hereunder without the Executive’s
      express written consent.

              


      

       

      
        	
                 
      

              	
                33.3.

              	
                In addition
      to the terms of this Agreement, the Executive is also required to comply
      with all other applicable statutory, divisional or company rules, as
      amended from time to time.

              


      

       

      
        	
                 
      

              	
                33.4.

              	
                The various
      provisions and sub-provisions of this Agreement are severable. If any
      provision or sub-provision (or identifiable part thereof) is held to be
      invalid or unenforceable, then such invalidity or unenforceability shall
      not affect the remaining provisions (or identifiable parts thereof) in
      this Agreement.

              


      

       

      
        	
                34.

              	
                Collective
      Agreements

              


      

       

      
        	
                 
      

              	
                34.1.

              	
                There are no
      collective agreements applicable to the Executive’s
      employment.

              


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      
        35.
Governing
Law

      

       

      
        	
                 
      

              	
                35.1.

              	
                The
      interpretation and enforcement of this Agreement shall be governed by and
      construed in all respects in accordance with the law of Scotland and the
      parties submit to the non-exclusive jurisdiction of the Scottish
      courts.

              


      

       

      
        
          	Signed for
      and on behalf of	 	 	 	 
	
                  THE ROYAL
      BANK OF SCOTLAND plc   

                	 	 	
                   

                	 
	
                  on
      [                        ]    

                	 	 	
                  Neil
      Roden

                	 
	
                  at
      [                               ]

                	 	 	
                   

                	 
	by Neil
      Roden, Group Director, Human Resources	 	 	 	 


        

      

       

      
         

        
          
            	 	 	 	 	 
	
                    Signed by
      BRUCE VAN SAUN 

                  	 	 	
                     

                  	 
	
                    on
      [                        ]    

                  	 	 	
                    Bruce Van
      Saun

                  	 
	
                    at
      [                               ]

                  	 	 	
                     

                  	 
	before the
      undernoted witness:-	 	 	 	 
	 	 	 	 	 


          

           

          
            	 	(Witness)	 	 	 


          

           

          
            	Full
      Name	 	 	 


          

           

          
            	Address	 	 	 


          

          
            
              	Address	 	 	 


            

             

          

          
            	Occupation	 	 	 


          

           

        

         

      

      27