EXHIBIT 4.5


 





31 May 2016


 


 


Strictly Private and Confidential


 


Frank Dangeard


 


 


 


Dear Frank


 


This letter sets out the terms of your appointment
as a non-executive director of The Royal Bank of Scotland Group plc (the “Group”), The Royal Bank of Scotland plc and
National Westminster Bank Plc (together the “Companies”), with effect from 16 May 2016. Your appointment will be for
an initial term that extends to the conclusion of the Companies’ next Annual General Meetings and thereafter will be subject
to re-election as described below. It is agreed that this is a contract for services and not a contract of employment.


 


1. Appointment


 


Your appointment is subject to the articles
of association of the Companies and may be terminated on the written notice of either you or the Companies as described below.


 


You will be required to stand for re-election
by shareholders at each Annual General Meeting of each of the Companies. Continuation of your appointment is also contingent on
satisfactory performance and any relevant statutory provisions relating to the removal of a director.


 


2. Termination


 


Your appointment may be terminated by either
you or the Companies giving written notice to the other, such notice to take immediate effect.


 


In the event that your re-election is not
approved by shareholders, your appointment will terminate automatically with immediate effect.


 


On termination of your appointment you shall,
at the request of the Companies, resign as a director of the Companies.


 


No compensation or payment in lieu of notice
will be payable upon termination of your appointment.


 


3. Time Commitment


 


You will devote such time as is necessary
to fulfil your role including preparation for and attendance at the Board meetings of the Companies, Annual General and any other
General Meetings of the Companies and the annual Board strategy offsite.


 


By accepting this appointment, you have
confirmed that you are able to allocate sufficient time to meet the requirements of your role.


 




     


     


    

4. Role


 


Your principal responsibilities
and duties are set out in your role profile, as amended from time to time. A copy of your current role profile is attached.


 


Non-executive Directors have the same legal
responsibilities to the Companies as any other director and you should have particular regard to the duties set out in the Companies
Act 2006 (the “2006 Act”). You will have particular regard to the general duties of directors as set out in Part 10,
Chapter 2 of the 2006 Act, including the duty to promote the success of the company:


 


“A director of a company must act in the way he considers,
in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing
so have regard (amongst other matters) to:


 


(a) the likely consequences of any decision
in the long term,


 


(b) the interests of the company's employees,


 


(c) the need to foster the company's business relationships
with suppliers, customers and others,


 


(d) the impact of the company's operations on the community
and the environment,


 


(e) the desirability of the company maintaining a
reputation for high standards of business conduct, and


 


(f) the need to act fairly as between members
of the company.”


 


You will be required to exercise relevant
powers in accordance with the Companies’ articles of association and in accordance with relevant policies in internal control
frameworks.


 


5. Regulatory Requirements


 


With effect from 7 March 2016, the PRA and
FCA introduced a new regulatory regime to strengthen individual accountability in banking which replaces the Approved Persons’
Regime. Only certain non-executive directors (those who will hold Senior Manager Functions under the Senior Managers’ Regime)
will require prior regulatory approval to perform their role. Your role profile, as amended from time to time, will either (i)
contain details of your Senior Manager Functions; or (ii) reflect your status as a Notified Non-executive Director.


 


It is a condition of your appointment that
you comply with all applicable regulatory requirements, including but not limited to complying with the PRA and FCA Conduct Rules,
as they apply from time to time. Further details are available on request from the Chief Governance Officer and Board Counsel.


 


It is also a condition of your appointment
that you remain fit and proper to perform the role of a non-executive director and any applicable Senior Manager Functions in line
with the PRA and FCA's regulatory requirements and that you report any matter that may impact your ongoing fitness and propriety
promptly to the Companies and the regulators.


 


6. Remuneration


 


As a non-executive director you will be
paid a fee of £72,500 per annum, which covers membership of all three Boards, plus the relevant fee(s) for any additional
Committee membership(s) and/or chairmanship(s) you may assume. Your remuneration will be reviewed annually and is disclosed in
the Group’s Report and Accounts.


 


You will be paid monthly and will be reimbursed
for all reasonable and properly documented expenses you incur in performing your duties.


 




     


     


    

7. Outside Interests


 


It is accepted and acknowledged that you
may have business interests other than those of the Companies and that you have declared any actual or potential conflicts of interest
that are apparent at present.


 


The agreement of the Boards must be sought
before you accept any additional commitments that might affect the time you are able to devote to your role as a non-executive
director of the Companies. In particular, you must notify the Chief Governance Officer and Board Counsel as early as possible if
you are contemplating any additional appointments.


 


Please note that there are regulatory limits
imposed by the Capital Requirements Directive on the number of directorships you are able to hold. These limits are a total of
either (1) one executive and two non-executive positions; or (2) four non-executive director positions, in both cases including
your RBS roles. Directorships in organisations which do not pursue predominantly commercial objectives do not count; and executive
or non-executive directorships within the same group of companies count as a single directorship. The regulator may, at its discretion,
grant a waiver to enable one additional non-executive position to be held. The Chief Governance Officer and Board Counsel monitors
compliance with these regulatory limits and will be happy to discuss your own situation with you.


 


In the event that you become aware of any
actual or potential conflicts of interest (including any relevant interests in transactions), these should be disclosed to the
Chief Governance Officer and Board Counsel as soon as they are apparent to you. This is to enable such conflicts to be authorised
or noted, as applicable, by the Boards in accordance with the 2006 Act.


 


Further details are set out in the Group’s
Guidelines on Conflicts of Interest, a copy of which is attached to this letter.


 


8. Confidentiality and return of and
access to information


 


You acknowledge that all information acquired
during your appointment is confidential to the Companies and should not be released, disclosed or communicated, either during your
appointment or following termination of your appointment to third parties without prior written clearance from the Board.


 


You acknowledge the need to hold and retain
the Companies’ information (in whatever format it is received) under appropriately secure conditions.


 


As a director, you will frequently be in
possession of price sensitive information and you should avoid making any statements that might risk disclosure of unpublished
price sensitive information.


 


Upon termination of your appointment (for
whatever reason), you shall deliver to the Companies all documents, records, papers or other property which may be in your possession
or under your control, and which relate in any way to the business affairs of the Companies, and you shall not retain any copies
thereof.


 


Please contact the Chief Governance Officer and Board Counsel
if you subsequently require access to information. The Companies will seek to accommodate all reasonable requests for information,
subject to any legal or regulatory obligations or restrictions that may prohibit them from doing so.


 




     


     


    

9. Review Process


 


Your performance as a non-executive director
will be subject to review annually as part of the Board evaluation exercise, which reviews the performance of individual directors,
the Board as a whole and its Committees. If, in the interim, there are any matters that cause you concern about your role, you
should discuss them with the Chairman as soon as is appropriate.


 


10. Insurance


 


Subject to legislative provisions, you will
be entitled to be indemnified out of the assets of the Group against all costs and liabilities incurred by you in the execution
of your duties.


 


In addition, the Group has in place directors’
and officers’ liability insurance. It is intended to maintain such cover for the full term of your appointment.


 


11. Independent Professional Advice


 


Should a situation arise when you consider
that you need to take independent professional advice in relation to your duties as a director, you should first discuss the situation
with the Chief Governance Officer and Board Counsel. The reasonable costs of any independent advice obtained will be reimbursed
by the Companies.


 


12. Dealing in Securities / Investments


 


As a director, you are subject
to the RBS Group Staff Dealing Rules (which incorporate the UK Listing Authority’s ‘Model Code’). As such, you
cannot deal in RBS securities outside of certain scheduled ‘Open Windows’ (which are periods which coincide with the
announcement of RBS results) or at any time while you are in possession of ‘inside information’.


 


You are also required to obtain
permission before dealing in RBS securities and, in accordance with the FCA Disclosure and Transparency Rules, must also disclose
to the Bank any ‘own account’ dealing in such securities by you or your ‘connected persons’. A copy of
the RBS Group Staff Dealing Rules will be provided as part of your Induction along with further details of your obligations under
these rules and the associated disclosure requirements.


 


13. Governing Law


 


Your engagement with the Companies
is governed by and shall be construed in accordance with the law of Scotland and your engagement shall be subject to the jurisdiction
of the Scottish courts.


 


Please do not hesitate to contact me if
you have any questions in relation to this letter. This letter has been sent to you in duplicate. Please sign and date both copies,
retaining one copy for your records and returning the other to me at House G, RBS, PO Box 1000, Edinburgh, EH12 1HQ.


 




     


     


    

Yours sincerely


 


/s/ Aileen Taylor





Aileen Taylor





Chief Governance Officer and Board Counsel





For and on behalf of the Companies


 


/s/ Frank Dangeard





Frank Dangeard


 


Date:


 


Enclosures: 





Non-executive director role profile





Guidelines on Conflicts of Interest