Exhibit 4.7


 





 


 





STANDARD TERMS AND CONDITIONS
OF NON-EXECUTIVE DIRECTORS


 


The standard terms and conditions
of Non-executive Directors of:-


 


		1.	The
                                         Royal Bank of Scotland Group plc;






		2.	The
                                         Royal Bank of Scotland plc; and






		3.	National
                                         Westminster Bank Plc



 


(together “the Companies”)
are as follows:-


 


1. Appointment 


 


Each
director is required to stand for re-election by shareholders at each Annual General Meeting of each of the Companies. A director’s
appointment is also contingent on satisfactory performance.


 


For appointments
after 1 January 2017, non-executive directors are appointed for an initial term of 3 years (subject to annual re-election in line
with the UK Corporate Governance Code), at the end of which the director is subject to a formal assessment by the Group
Nominations & Governance Committee. The director may then serve a second 3 year term if his or her performance has been satisfactory.
A second formal review takes place at the end of the second 3 year term following which the director will either step down from
the board or be re-appointed on a 12 month term (subject to an overall maximum tenure of 9 years).


 


2. Termination  




A director’s appointment may be terminated by either the director or the Companies giving written notice to the other, such
notice to take immediate effect.


 


In the event
that a director’s re-election is not approved by shareholders, his or her appointment will terminate automatically with
immediate effect.


 


3. Time
Commitment


 


Directors
are required to devote such time as is necessary to fulfil their roles 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.


 


4. Role


 


Principal
responsibilities and duties are set out in each director’s role profile. Directors must also have regard to the general
duties of directors as set out in the Companies Act 2006 Act, including the duty to promote the success of the company.


 








 




     


     


    

5. Regulatory
Requirements


 


Directors
must comply with all applicable regulatory requirements and must 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. Directors must report
any matter that may impact his or her ongoing fitness and propriety promptly to the Companies and the regulators.


 


6. Remuneration


 


Non-executive
directors will be paid a fee of £72,500 per annum, which covers membership of all relevant boards. Additional fees will
be paid in respect of any committee membership(s) and/or chairmanship(s) the director may assume.


 


Directors
will be reimbursed for all reasonable and properly documented expenses incurred in performing his or her duties.


 


7. Outside
Interests


 


Directors
need to seek the agreement of the boards before accepting any additional commitments that might affect the time he or she is able
to devote to his or her role. Directors must notify the Chief Governance Officer and Board Counsel as early as possible if they
are contemplating any additional appointments.


 


Directors
must also comply with the regulatory limits imposed by the Capital Requirements Directive on the number of directorships they
are able to hold.


 


In the event
that a director becomes 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 the director. This
is to enable such conflicts to be authorised or noted, as applicable, by the boards in accordance with the Companies Act 2006.


 

8. Confidentiality and return of and access to information


 


All information
acquired during a director’s appointment is confidential to the Companies and should not be released, disclosed or communicated,
either during the director’s appointment or following termination of the appointment to third parties without prior written
clearance from the board.


 


Directors
are required to hold and retain the Companies’ information securely and, on termination of his or her appointment, must
return all documents, records, papers or other property which relate in any way to the business affairs of the Companies.



9. Review Process


 


The performance
of individual directors is reviewed annually as part of the board evaluation exercise, which reviews the performance of individual
directors, the board as a whole and its committees.


 




     


     


    

10.
Insurance


 


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


 


The Group has in place directors’
and officers’ liability insurance and intends to maintain such cover for the full term of directors’ appointments.




 


11.
Independent Professional Advice


 


Directors
may take independent professional advice in relation to their duties with the reasonable costs of any independent advice obtained
being reimbursed by the Companies.


 


12. Dealing in Securities / Investments


 


Directors are subject
to the RBS Personal Account Dealing Policy in respect of any dealing in RBS securities.