EX-10.26



 EXHIBIT 10.26 
  





 
  

			
	Bruce Winfield Van Saun	  	
	 [ADDRESS]
 [ADDRESS]
	  	Date: [—]
		
		  	 Shareholder Reference Number
 [—]


 Dear Bruce 
 The Royal Bank
of Scotland Group plc (‘the Group’) 
 Long Term Incentive Plan award [YEAR] 

I would like to congratulate you on the share award that you have been granted under the Group’s Long Term Incentive Plan (LTIP). 

The LTIP gives you the right to receive ordinary shares in the Group (shares), normally at the end of three years, subject to performance conditions being met
over that period. The LTIP has been designed to link your award to the performance of the Group. 
 The release (or ‘vesting’) of your award
depends on the Group Performance and Remuneration Committee’s assessment of the performance of the Group against specified performance conditions. Therefore the actual number of shares that vest will depend on the assessment of the relevant
performance conditions. 
 Details of the performance measures set by the Group Performance and Remuneration Committee are contained in this award
certificate, as are details of your award, which can be found on the next page. 
 For more information about the LTIP, including the LTIP rules, visit: [—]. 
 If you have any questions please call the Computershare Helpline on [—]. 
 Thank you for your contribution and continued commitment to the Group. 

Yours sincerely, 
 Philip Hampton 

Group Chairman 







 Performance Conditions 

In developing the balance of measures for the LTIP, the Group Remuneration Committee has focussed on alignment with: 

 

	•	 	Value creation to shareholders in both current and medium term; 

  

	•	 	Advancement of the strategic position and capability of the organisation; and 

  

	•	 	Building a sustainable organisation. 

 Set out below are the performance measures which apply to your award:

  

					
	 Measure
	  	Weighting	 	Maximum grant date value of shares*
	 Relative TSR
	  	25%	 	100% of salary
	 Core Bank Economic Profit
	  	25%	 	100% of salary
	 Balance Sheet & Risk
	  	25%	 	100% of salary
	 Strategic Scorecard
	  	25%	 	100% of salary

  

	*	Each of the four performance measures attached to the award will have the ability to deliver shares up to the value of 100% of base salary at date of grant, based on the average daily closing share price between [DATE]
and [DATE] inclusive, which was £[—]. However, a cap of 300% of base salary will apply to the overall value of the award. 


The performance conditions will be measured over a three year performance period after which the Group Performance and Remuneration Committee will determine
the amount of your award that will vest. Subject to the performance conditions being met and the rules of the LTIP, your award will vest in [DATE], on the third anniversary of the date of grant. 

Below is more detail on the targets which apply to your awards. 

Relative Total Shareholder Return (25%) 
 The relative TSR
measure provides a direct connection between executive directors’ awards and relative performance delivered to shareholders. The measure compares the Group’s performance against a group of comparator banks from the UK and overseas,
weighted towards those companies most similar to the Group. 
  

					
	 Measure
	  	Weighting	 
	 Barclays
	  	 	200	% 
	  
 Lloyds Banking Group
	  
		
	 HSBC
	  	 	150	% 
	  
 Standard Chartered
	  
	 Bank of America, BBVA, BNP Paribas, Citigroup, Credit Agricole, Credit Suisse Group, Deutsche Bank, JP Morgan Chase, National Australia
Bank Limited, Royal Bank of Canada, Santander, Societe Generale, The Toronto-Dominion Bank Group, UBS Unicredito, Wells Fargo & Company
	  	 	50	% 

  

	•	 	20% of the award will vest if the Group’s TSR is at the median of the companies in the comparator group. 

  

	•	 	100% of the award will vest if the Group’s TSR is at the upper quartile of the companies in the comparator group. 


Core bank economic profit (25%) 
 The Economic Profit
measure is focused on the Core bank to ensure that performance reflects enduring earnings for the bank. Economic Profit, being a risk-adjusted financial measure, is consistent with the PRA Remuneration Code and also provides a balance between
measuring growth and the cost of capital employed in delivering that growth. Core bank Economic Profit is defined as Core Bank Operating profit after Tax, less attributed equity, multiplied by the cost of equity, where: 

 

	•	 	[Return attributable to shareholders is Core Operating Profit reported in the financial statements, excluding movements in the fair value of own debt and APS, taxed at a standard tax rate. 


 

	•	 	Equity is defined as tangible equity allocated to the Core Business, with adjustments to strop out distorting impacts arising from movements in the fair value of own debt, available-for-sale reserves and cash flow
hedging reserves. 









	•	 	Current Cost of Equity is 12%, which is subject to review at least annually.]2 

  


	•	 	[Core Operating Profit after Tax is Core Operating Profit taxed at a standard tax rate. 

  

	•	 	Attributed Equity is defined as equity allocated to the Core businesses, calculated as a function of the Core businesses risk-weighted asset base. 


 

	•	 	Current Cost of Equity is 11.5%, which is subject to review at least annually.]3 


Balance Sheet & Risk (25%) 
 The Balance
Sheet & Risk measures have a particular focus on risk reduction, the resolution of the Non-Core business and the building of a sustainable and responsible franchise for the Group. 

Strategic Scorecard (25%) 
 The balanced Strategic
Scorecard rewards management for delivering a robust basis for future growth in terms of the strength of our franchise, efficiency, reputation, and the engagement of employees. 

 

			
	 Performance Measures
	  	 
	Balance Sheet, Risk measures and targets	  	 Non-Core Assets
 Cumulative Non-Core loss

Core Tier 1 capital ratio
 Wholesale funding

Liquidity reserves
 Leverage ratio

Loan: deposit ratio
 Earnings volatility

		
	Strategic Scorecard measures and targets	  	 Customer franchise
 Cost: come ratio in Core
bank
 Lending targets
 Sustainability performance

Progress in people issues


 Both quantitative and qualitative strategic measures are used, including measures relating to reputation, customer excellence,
organisational capability and sustainability, given that these will support the long-term goals of the business. 
  

					
	 Performance level
	  	 Indicative performance (guideline only)
	  	Level of vesting
	 Fully meets
	  	 Objectives met or exceeded in all material aspects
	  	100%
	 Significantly meets
	  	 Two-thirds of objectives met
	  	62.5%
	 Partially meets
	  	 Half of objectives met
	  	25%
	 Does not meet
	  	 Over half of objectives not met
	  	0%

 Vesting will be based on the proportion of targets fully met, qualified by Group Performance and Remuneration Committee
discretion, taking into account changes in circumstances over the performance period, the relative importance of the measures, the margin by which individual targets have been missed or exceeded, and any other relevant factors. 

Risk underpin and clawback 
 The Committee will also
review financial and operational performance against the business strategy and risk performance prior to agreeing the vesting of your Award. In assessing this, the Committee will be advised independently by the Board Risk Committee. If the Committee
considers that the vesting outcome calibrated in line with the performance conditions outlined above does not reflect underlying financial results, or if the Committee is not satisfied that conduct and risk management during the performance period
has been effective, then the terms of your Award allow for an underpin to be used to reduce vesting of your Award, or to allow your Award to lapse in its entirety. Your Award is also subject to Malus and/or Clawback. 

 

	2 	For LTIP award granted in 2012. 


	3 	For LTIP award granted in 2013. 








 Long Term Incentive Plan award certificate [YEAR] 

 

							
	 Award Date
	 	Maximum number of
shares subject to award	 	Vesting Date	 	Initial Value of award
	[DATE]	 	[—]	 	[DATE]	 	[—]

 This award certificate confirms the grant to you of an award over the number of shares detailed above, subject to the rules of
the 2010 Long Term Incentive Plan (LTIP). The number of shares subject to the award has been calculated by dividing the initial value of the award by the average daily closing share price between [DATE] and [DATE] inclusive, which was £[—]. In normal circumstances the award will vest on the vesting date shown above subject to the satisfaction of the performance conditions detailed within this document. 

Subject to the rules of the LTIP and the relevant performance conditions, the shares subject to the award will normally be transferred to a nominee on your
behalf as soon as is reasonably practicable after the vesting date and must not be sold or transferred until after the expiry of a period of six months after vesting, in line with the PRA Remuneration Code. 

This is an important document which should be kept in a safe place. Your participation or right to participate in the LTIP does not affect, or
form part of, your contract of employment. Participation in the LTIP is governed by the LTIP rules. These rules contain specific provisions limiting your rights under the LTIP. You will not have any rights to compensation or damages for any loss of
rights, benefits or prospective benefits under the LTIP in consequence of the termination of your employment. There is no guarantee that the LTIP will be operated in any future years or if it is operated that you will be selected to participate in
it. The award is personal to you (and your personal representatives) and cannot be transferred. Your award cannot be cancelled and you will be liable to pay any tax and employee social security due in connection with the award. 

We will process certain personal information which you provide in connection with your participation in the LTIP, in order to facilitate your
participation in the LTIP, or for any purposes required by law, or for any other legitimate business purposes. We may make your personal information available to other parts of the Group and to third parties for these purposes, though some are
situated outside your country and may not offer as high a level of protection for your personal information as your country. 
 The Group may
amend, suspend or terminate all or any part of the LTIP at any time, but may only do so in accordance with the LTIP rules. 
 Personal
Hedging Strategies Prohibition 
 In line with the requirements of the FSA Remuneration Code and the updated Group Staff Dealing Rules,
it is a condition of your award that you must not engage in any personal hedging strategies to lessen the impact of a reduction in value of your LTIP award, for example if the Group’s share price goes down. Please consult the Group Staff
Dealing Rules for further information. If any award holders breach this condition, their awards may lapse. 
 Words and expressions
defined in the rules of the LTIP shall apply for the purposes of this award certificate. In the event of a conflict between the rules and the content of this award certificate and letter, the rules shall take precedence.