Exhibit 4.6


   





	 	 
	 	 
	 

                                                              23
                                         February 2017


 


Strictly Private and Confidential


 


Mark Seligman 




	Aileen
                                         Taylor 


Chief Governance Officer and Board
Counsel 


RBS Gogarburn 


Second Floor, Business House G 


PO Box 1000 


Edinburgh EH12 1HQ 

 


Telephone:0131-626-4099 








 


 





Dear Mark


 


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, National Westminster Bank Plc and NatWest Holdings Limited (together the “Companies”),
with effect from 1 April 2017. 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.


 


Your appointment
is also subject to the Board Appointment Policy, which states that 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). Each 3 year term commences from the first
election by shareholders at an AGM. At the end of their initial 3 year term, Non-executive Directors are subject to a formal assessment
by the Nominations & Governance Committee. Such assessment will include detailed discussion on performance, time commitment
and experience.


 


After such
formal assessment, Non-executive Directors may then serve a second 3 year term, provided they are happy to do so and if their
performance has been satisfactory. A second formal review will then take place at the end of the second three year term and a
Non-executive Director will either step down from the Board or be re-appointed on a twelve month term (subject to an overall maximum
tenure of nine years).


 


 


 


	 	The
                                         Royal Bank of Scotland Group plc 

                                                              Registered
                                         in Scotland No 45551 

                                                              Registered
                                         Office: 36 St Andrew Square 

                                                              Edinburgh
                                         EH2 2YB 









     


     


    

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 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 four 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 Personal Account Dealing (‘PAD’) Policy and 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
and your ‘connected persons’ are also required to obtain permission before dealing on your ‘own account’
in RBS securities.  A copy of the PAD Policy will be provided as part of your Induction along with further details of your
obligations 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/ Mark Seligman





Mark Seligman


 





Date:


 


Enclosures: 





Non-executive director role
profile





Conflicts of Interest Guidance