EXHIBIT
4.23

     

    The Commissioners of Her
Majesty’s Treasury (the “Treasury”)

    1 Horse Guards Road

    London

    SW1A 2HQ

    


    The Secretary of State, Department for
Business, Enterprise and Regulatory Reform (“BERR”)

    1 Victoria Street

    London 

    SW1H 0ET

    


    The Secretary of State, Department for
Communities and Local Government (“DCLG”) 

    Eland House

    Bressenden Place

    London

    SW1E 5DU

    


    


    February 2009

    


    


    


    


    Ladies and
Gentlemen,

    


    LENDING COMMITMENTS

    


    
      	
              1.

            	
              Introduction

            


    

    


    The Royal Bank of Scotland plc (the
“Participating
Institution”) notes
that:

    


    
      	
              (A)

            	
              the Asset Protection Scheme (the
      “APS”) and the extension to the Credit
      Guarantee Scheme (the “CGS” and, together with the APS, the
      “Schemes”) announced by the Government on
      19 January 2009 are part of a comprehensive package of measures the
      objective of which is to reinforce the stability of the financial system, and together
      with the Working Capital Scheme announced by the Government on 14 January
      2009 (the “WCS”), to increase confidence and
      capacity to lend, and in turn to support the recovery of the
      economy;

            


    

    


    
      	
              (B)

            	
              participation in either
      or both of the
      Schemes by an institution having eligible liabilities (as determined by
      the Bank of England) above a threshold to be specified by the Treasury is
      subject to a verifiable commitment to be agreed between each participating
      institution and the Government to support lending to
      creditworthy borrowers in the real economy in a commercial manner;
      and

            


    

    


    
      	
              (C)

            	
              in determining the requisite
      lending commitments, the Treasury, BERR and DCLG (together, the
      “Government
      Departments”) have
      consulted closely with each other in relation to sectors
      of the economy for which they have responsibilities, and will continue to
      consult closely with each other as appropriate in relation to the
      implementation and

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    operation of the lending commitments
given or to be given by certain institutions which participate in either or both
of the Schemes.

    


    In connection with the
above, this document is being entered into by the Participating Institution by
way of a deed poll in favour of the
Government Departments and specifies: (i) the lending commitments given by the
Participating Institution for itself and on behalf of its Group, in connection
with its proposed participation in the Schemes, comprising a Business Lending
Commitments and a
Homeowner Lending Commitment (each as defined in paragraph  
3(A) and together, the
“Lending
Commitments”); and (ii) certain
associated undertakings being given by the Participating Institution in
connection with the implementation and
operation of the Lending Commitments.

    


    The Participating Institution agrees
that the undertakings given in this Deed Poll (including the Lending
Commitments) are intended to be binding on it and the provision of such
undertakings is a pre-requisite to the Participating
Institution’s proposed participation in the
Schemes.

    


    References in this Deed Poll to the
“Participating
Institution” mean (where
appropriate) the Participating Institution and the members of the Participating
Institution’s Group forming part of its UK banking operations.

    


    
      	
              2.

            	
              Commencement of
      Lending Commitments

            


    

    


    The Participating Institution undertakes
(for itself and on behalf of its Group) to implement the Lending Commitments
with effect from 1 March 2009 and in doing so, to act in good faith, having
regard to the purpose of the Lending Commitments to support lending to creditworthy borrowers in the
real economy in a commercial manner.

    


    
      	
              3.

            	
              The Lending
      Commitments: General

            


    

    


    The Participating Institution
undertakes:

    


    
      	
              (A)

            	
              to increase the supply of lending
      by the UK banking operations of the
      Participating Institution to UK businesses (as further described
      in paragraph   4 below) (the “Business Lending
      Commitments”) and to
      homeowners (including first time buyers) (as further described in
      paragraph   5 below) (the “Homeowner Lending
      Commitment”);
      and

            


    

    


    
      	
              (B)

            	
              to implement the Business Lending
      Commitments and the Homeowner Lending Commitment without distortion to its
      continued lending activities to other sectors of the real economy
      (including unsecured consumer lending) in the UK and, in doing so, to pay
      due regard to the level of demand and the normal distribution of
      maturities of lending to other sectors of the real economy granted by the
      Participating Institution in
2008.

            


    

    


    Notwithstanding the foregoing, the
Participating Institution
notes that the Lending Commitments are not intended to require or cause the
Participating Institution to do anything that would constitute a breach by it of
the Financial Services and Markets Act 2000 (“FSMA”), the rules made by the
Financial Services Authority (“FSA”) or the FSA’s capital supervisory
framework

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (together, the “FSA Requirements”), to lend in excess of its single name
or sectoral risk concentration limits or otherwise to engage in uncommercial
practices.

    


    In implementing the Lending Commitments,
the Participating Institution will adhere to Principle 6 of the FSA’s Principles for Business (“a firm must pay due regard to the
interests of its customers and treat them fairly”) in respect of its lending
activities.

    


    In complying with: (i)
the Business Lending Commitments, additional lending will be subject to the
Participating Institution’s ordinary course
pricing and other terms and commercial and risk assessment; and (ii) the
Homeowner Lending Commitment, additional residential mortgage lending will be
subject to the Participating Institution’s ordinary course
pricing and other terms and, subject to
paragraph  
5.4(B), to the Participating
Institution’s standard credit and
other acceptance criteria.

    


    
      	
              4.

            	
              The Business
      Lending Commitments

            


    

    


    
      	
              4.1

            	
              Scope of Business
      Lending Commitments

            


    

    


    The Business Lending Commitments apply
to lending by the UK banking operations of the Participating
Institution to the following UK business categories (each, a
“Relevant Business
Category” and together,
“Relevant
Businesses”):

    


    
      	
              (A)

            	
              small and medium sized enterprises (or “SMEs”), which means UK businesses which
      are categorised by the Participating Institution as being small or medium
      sized enterprises by reference to their turnover typically being
      £25 million or
      less;

            


    

    


    
      	
              (B)

            	
              “Mid-Corporates”, which means UK businesses which are categorised
      by the Participating Institution as being mid-corporates by reference to
      their turnover typically being £500 million or less, excluding
      SMEs; and

            


    

    


    
      	
              (C)

            	
              “Large Corporates”, which means UK businesses which are categorised
      by the Participating
      Institution as being large corporates by reference to their turnover
      typically being more than £500
  million.

            


    

    


    For the purposes of this Deed Poll: (i)
“UK businesses” refers to firms, companies,
partnerships, joint ventures, associations and other undertakings engaged in
economic activity in the UK (including subsidiaries and branches of overseas
entities conducting such economic activities); and (ii) “turnover” refers to the relevant UK business’s turnover, as stated in its most recent
annual accounts.

    


    
      	
              4.2

            	
              Baseline for
      determining compliance with Business Lending
      Commitments

            


    

    


    The Participating Institution
undertakes:

    


    
      	
              (A)

            	
              in respect of the 12 month period
      commencing 1 March 2009 (the “2009 commitment
      period”) and the 12
      month period commencing 1 March 2010 (the “2010 commitment
      period”), to increase
      lending (as defined in paragraph   4.9) above the lending
    figure

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    specified in the
baseline budget by the amounts specified in paragraphs  
4.3 to  
4.8 inclusive;
and

    


    
      	
              (B)

            	
              to implement the Business Lending
      Commitments in line with demand from different industry sectors operating
      in the real economy and, subject to demand, in line with the normal
      distribution of maturities of loans to each Relevant Business Category, in
      each case granted by the Participating
      Institution in 2008.

            


    

    


    For the purposes of this Deed Poll, the
“baseline
budget” means the
Participating Institution’s forecast as at 31 December 2009
(before the impact of the Lending Commitments) that the Participating
Institution has shared with
the Government Departments (a copy of which is attached as an Appendix to this
Deed Poll).

    


    
      	
              4.3

            	
              Aggregate
      Business Lending Commitment

            


    

    


    In respect of the 2009
commitment period, the Participating Institution undertakes to
increase
its lending to Relevant Businesses by, in aggregate, an additional £16 (sixteen) billion
above the amount shown in the baseline budget. In satisfying this aggregate
lending commitment, the Participating Institution shall increase its lending to
each Relevant Business Category
by (at a minimum) the amount specified in paragraphs  
4.4 to  
4.6 inclusive.

    


    
      	
              4.4

            	
              SMEs: 2009
      commitment

            


    

    


    The Participating Institution undertakes
that, in respect of the 2009 commitment period, its lending to SMEs will be at
least *** above the amount shown in the baseline budget.

    


    
      	
              4.5

            	
              Mid-Corporates:
      2009 commitment

            


    

    


    The Participating
Institution undertakes that, in respect of the
2009 commitment period, its lending to Mid-Corporates will be at
least   *** above the amount shown
in the baseline budget.

    


    
      	
              4.6

            	
              Large Corporates:
      2009 commitment

            


    

    


    The Participating Institution undertakes
that, in respect of the 2009 commitment period, its lending to Large Corporates
will be at least *** above the amount shown in the baseline
budget.

    


    The Participating Institution will work
constructively by: (i) participating in forums established or
supported by the Government or the Bank of England; (ii) working with the
Government and the Bank of England to develop guidelines for lenders; and (iii)
continuing its ordinary course activities and processes (including with respect to the syndication of
facilities), to address or reduce any risk concentrations arising from this
Business Lending Commitment.

    


     

     

      
        

      

    

    ***
Indicates
omission of material, which has been separately filed, pursuant to a request for
confidential treatment.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              4.7

            	
              Inter-relationship
      between WCS and Business Lending
  Commitments

            


    

    


    The Participating Institution has
agreed to participate in
the WCS and undertakes that the capital released by its participation in the
Scheme will be redeployed in support of lending to

    


    SMEs and Mid-Corporates
for all forms of finance. This release of capital will enable the
Participating Institution to provide
*** of
the   *** increase in lending to
SMEs and Mid-Corporates referred to in paragraphs  
4.4 and  
4.5 above and, as such, the
Participating Institution notes that the
commitment given in respect of capital released by its participation in the WCS:
(i) is incorporated within the Business Lending Commitment for the Relevant
Business Categories; and (ii) will be subject to the monitoring, reporting and
compliance arrangements
described in paragraphs   8,  
9 and  
11.

    


    
      	
              4.8

            	
              Lending to
      business: 2010 commitment

            


    

    


    In respect of the 2010
commitment period, the Participating Institution undertakes to maintain similar
levels of lending to each of the Relevant Business Categories as in the 2009
commitment period, subject to adjustment of the commitments (pursuant to
paragraph  
6) by agreement with the
Treasury and BERR to reflect circumstances at the start of the 2010 commitment
period.

    


    
      	
              4.9

            	
              Application of
      Business Lending Commitments

            


    

    


    For the purpose of the Business Lending
Commitments “lending” means financing
facilities:

    


    
      	
              (A)

            	
              in respect of SMEs and
      Mid-Corporates, drawn; and

            


    

    


    
      	
              (B)

            	
              in respect of Large Corporates,
      granted (whether drawn or
undrawn),

            


    

    


    in each case by or to real economy UK
businesses, including
(without limitation) loans, overdrafts, asset finance, invoice discounting and
export finance, but excluding (without limitation) derivatives and interbank
financing and which are outstanding as at the end of the 2009 commitment period
or the 2010 commitment period (as
appropriate).

    


     

     

    
      
 ***
Indicates
omission of material, which has been separately filed, pursuant to a request for
confidential treatment.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    For the purposes of the above: (i) debt
which is exchanged for equity in a restructuring of a borrower, and impairments
and write-offs of outstanding lending (save to the extent such impairments and
write-offs are already reflected in the baseline budget), shall be treated as if it was still
lending, except to the extent that such adjustments to the quantum of
outstanding lending are recovered or recoverable through the APS; and (ii) debt
which is repaid by a borrower as a consequence of that borrower raising capital through other means,
including (without limitation) through disposals, equity issuance and bond
issuance shall be treated as if it was still lending.

    


    
      	
              4.10

            	
              Marketing relating to Business
      Lending Commitments

            


    

    


    The Participating Institution
undertakes that it will
promptly ensure that its staff are aware of the Business Lending Commitments and
actively seek to implement such commitments through sales and marketing
activities which are targeted at Relevant Businesses, which shall include both
existing borrowers and new potential
borrowers. These activities will make specific provision for UK businesses that
would be categorised by the Participating Institution as Mid- Corporates or
Large Corporates and whose borrowings were financed, or are financed, by financial institutions that have
reduced, or are in the process of, reducing their lending activities to UK
businesses.

    


    
      	
              4.11

            	
              General provisions about lending
      to business

            


    

    


    In relation to lending to Relevant
Businesses, the Participating Institution will:

    


    
      	
              (A)

            	
              commit to its lending allocation
      under the Enterprise Finance
Guarantee;

            


    

    


    
      	
              (B)

            	
              apply for and, if approved, use
      the European Investment Bank’s intermediated financing schemes
      aimed specifically at SMEs and “Midcaps” (as defined by the European
      Investment Bank);

            


    

    


    
      	
              (C)

            	
              actively and constructively
      participate in the funding of UK export credits where such funding
      is subject to the Export Credits Guarantee Department guarantee
      arrangements;

            


    

    


    
      	
              (D)

            	
              abide by the revised British Bankers’ Association statement of
      principles for small business lending released on 12 December 2008 (as
      agreed at the Small Business Finance Forum held on 11 November
      2008);

            


    

     

    
      
        	
                (E)

              	
                
                  not reduce or withdraw, or
      increase its charges on, working capital lines when credit insurance
      covering the borrower’s suppliers has been reduced or
      withdrawn, without due and careful consideration and unless it is
      satisfied, through the application of its ordinary course commercial and
      risk assessment, that there has been a material adverse change in
      the credit risk associated with the relevant business that justifies such
      an action;

                

              


      

       

    

    
      	
              (F)

            	
              continue to apply the normal
      commercial practices in effect prior to 2008 in determining whether to
      call a default against a business to which it has made a loan;
      and

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              (G)

            	
              work constructively with other
      lenders and, where appropriate, the Government in exploring the full range
      of restructuring possibilities for corporate borrowers, and to do so in
      compliance with the International Association of Restructuring, Insolvency
      and Bankruptcy
      Professionals’ (INSOL) “Statement of Principles for a
      Global Approach to Multi-creditor Workouts”.

            


    

    


    The Participating Institution notes that
it has already committed to funding of £6.25 million to be made available
through the Capital for Enterprise Fund (announced by BERR on 14
January 2009), which is a fund being established to provide long term finance
for businesses which have exhausted their normal lending facilities and which is
part of Government's commitment to support the de-leveraging of over-leveraged
businesses.

    


    
      	
              5.

            	
              Homeowner Lending
      Commitment

            


    

    


    
      	
              5.1

            	
              Scope of
      Homeowner Lending Commitment

            


    

    


    The Homeowner Lending Commitment applies
to residential mortgage lending by the UK banking operations of the Participating
Institution to homeowners, including first time buyers, in respect of properties
in the UK.

    


    
      	
              5.2

            	
              Homeowner Lending
      Commitment: 2009 commitment

            


    

    


    The Participating Institution undertakes
that, in respect of the 2009 commitment period, its residential mortgage lending
will be at least £9 (nine)
billion above the amount shown in the baseline budget.

    


    
      	
              5.3

            	
              Homeowner Lending
      Commitment: 2010 commitment

            


    

    


    In the 2010 commitment period, the
Participating Institution undertakes to maintain similar levels of residential
mortgage lending as in the 2009 commitment period, subject to adjustment of the
commitment by agreement with the Government Departments to reflect circumstances at the
start of the 2010 commitment period.

    


    
      	
              5.4

            	
              Application of
      Homeowner Lending Commitment

            


    

    


    For the purposes of the Homeowner
Lending Commitment, the Participating Institution will ensure
that:

    


    
      	
              (A)

            	
              a reasonably competitive range of
      residential mortgage products are available for residential mortgage
      applicants for residential mortgages up to at least 90% loan-to- value
      (“LTV”);

            


    

    


    
      	
              (B)

            	
              applications for residential
      mortgage products are promptly processed and granted, subject to
      applicants meeting the Participating Institution’s standard credit and other
      acceptance criteria which must be both reasonable and consistent with
      market practice; and

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              (C)

            	
              additional residential mortgage lending will be
      offered across the LTV bands (up to at least 90% LTV) and maturities, in
      line with the distribution of residential mortgages across such bands
      granted by the Participating Institution in
  2008.

            


    

    


    
      	
              5.5

            	
              Marketing
      relating to Homeowner Lending
      Commitment

            


    

    


    The Participating
Institution undertakes that it will promptly ensure that its staff are aware of
the Homeowner Lending Commitment and actively seek to implement such commitment
through sales and marketing activities targeted at residential homeowners
(including first time
buyers). The communication of the Homeowner Lending Commitment to staff, and the
marketing of such commitment to residential homeowners shall, in particular,
address the specific obligations undertaken by the Participating Institution
pursuant to paragraph
5.4.

    


    
      	
              5.6

            	
              General
      provisions about lending to
homeowners

            


    

    


    The Participating Institution
will:

    


    
      	
              (A)

            	
              actively participate in the
      Government’s Homeowners Mortgage Support
      Scheme, Mortgage Rescue Scheme and Support for Mortgage Interest and work
      to ensure that its eligible borrowers have the opportunity to benefit from
      these Schemes (where appropriate) and avoid
      repossession;

            


    

    


    
      	
              (B)

            	
              actively and constructively participate in the
      Home Finance Forum; and

            


    

    


    
      	
              (C)

            	
              review its policies for supporting
      individual borrowers in difficulty, with appropriate input from consumer
      groups.

            


    

    


    
      	
              5.7

            	
              Other
      provisions

            


    

    


    The Participating Institution
will:

    


    
      	
              (A)

            	
              actively and constructively
      participate in the Consumer Finance
  Forum;

            


    

    


    
      	
              (B)

            	
              abide by the principles agreed as
      part of the Credit Card Summit on 28 November 2008;
    and

            


    

    


    
      	
              (C)

            	
              work closely with registered
      social landlords with a view to continuing the supply of appropriate
      finance.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Adjustment of
      Lending Commitments

            


    

    


    The Government Departments may, in their
discretion but acting reasonably: (i) reduce the quantum of the Homeowner
Lending Commitment and/or
one or more of the Business Lending Commitments; or (ii) allow the Participating
Institution to increase its lending to one or more Relevant Business Categories
by the amount of any shortfall in residential mortgage lending (a “Commitment Adjustment”).

    


    The circumstances in which the
Government Departments may make such an adjustment to the Lending Commitments
include, but are not confined to, the following:

    


    
      	
              (A)

            	
              changes to economic conditions
      (including, without limitation, the level of demand for business and residential mortgage
      lending at the Participating Institution’s ordinary course pricing and
      terms and the level of availability within the market of other forms of
      debt and equity finance to UK
  businesses);

            


    

    


    
      	
              (B)

            	
              significant changes to the
      utilisation rates of lending to Large Corporates assumed in the baseline
      budget;

            


    

    


    
      	
              (C)

            	
              changes to the Government
      Departments’ expectations as to the amount of
      lending needed to maintain economic activity;
  and

            


    

    


    
      	
              (D)

            	
              updated assessments of the extent to which the
      Participating Institution has relied on Government support and the nature
      of the support utilised by the Participating
      Institution.

            


    

    


    In determining whether to make a
Commitment Adjustment, the Participating Institution understands that the Government
Departments will have regard to (and act reasonably in considering) any
submissions made by the Participating Institution as part of its ongoing
dialogue with the Government Departments regarding the operation and
implementation of the Lending Commitments
(including (without limitation) with respect to the Homeowner Lending Commitment
and Business Lending Commitments applicable in respect of the 2010 commitment
period) .

    


    If the Government Departments are
satisfied that the Lending
Commitments are no longer necessary to address the Government’s objectives of reinforcing the
stability of the financial system, increasing confidence and capacity to lend,
and in turn supporting the recovery of the economy, they may agree that
they should cease to
apply.

    


    The Participating Institution will
comply with the Lending Commitments in accordance with the provisions of this
Deed Poll on the understanding and assumption that: (i) the Schemes will be
established by the Government; and (ii) the Participating Institution will
participate in either or both of the Schemes on terms to be agreed with the
Government.

    


    It is understood that: (i) the Lending
Commitments will cease if
the Participating Institution does not participate in either of the Schemes by 1
June 2009; and (ii) if the Participating Institution only participates in one of
the Schemes prior to 1 June 2009 the Government will, in consultation with the
Participating Institution and acting
reasonably, make appropriate

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    reductions in the Lending Commitments
having regard to the quantum of financial support being provided by the
Government to the Participating Institution.

    


    
      	
              7.

            	
               Interaction of
      Lending Commitments with previous
  commitments

            


    

    


    The Participating Institution notes that
the Lending Commitments supersede the lending commitments given by the
Participating Institution in October 2008 in connection with its participation
in the Government’s Recapitalisation Scheme and in January
2009 in connection with the proposed
conversion of the preference shares held by the Treasury in the Participating
Institution into ordinary shares.

     

    
      
        	
                8.

              	
                Monitoring and
      Reporting

              


      

       

      
        
          	
                  8.1

                	
                  General
      requirements

                


        

         

        The Participating Institution agrees
that:

      

    

    


    
      	
              (A)

            	
              compliance with the Lending
      Commitments will be subject to a monitoring and reporting process between
      the Participating Institution and the Government Departments which will be
      detailed, transparent and determined by the Government Departments (acting
      reasonably) in consultation with the
      Participating Institution;

            


    

    


    
      	
              (B)

            	
              it will report to the Government
      Departments:

            


    

    


    
      	
               
      

            	
              (i)

            	
              on a monthly basis in a format,
      with content and within timescales, to be determined by the Government
      Departments (acting reasonably) in consultation with the
      Participating Institution (the “monthly reports”) and that: (i) in respect of the
      Business Lending Commitments, the monthly report will include (without
      limitation) the information and data described in
      paragraph   8.2; and (ii) in respect of the
      Homeowner Lending Commitment, each monthly report will include (without
      limitation) the information and data described in
      paragraph   8.3;
  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              on an annual basis in a format,
      with content and within timescales, to be determined by the Government
      Departments (acting reasonably) in consultation with the Participating
      Institution (the “annual reports”) to facilitate the reporting by
      the Government Departments envisaged in
      paragraph   8.5(B) and that each annual report will
      include (without limitation) the information and data described in
      paragraph   8.4; and

            


    

    


    
      	
              (C)

            	
              the monthly reports and annual
      reports will be
      submitted to the board of directors of the Participating Institution (the
      “Board”) prior to delivery to the
      Government Departments and, upon delivery to the Government Departments,
      will be accompanied by a certificate from a Board director that, to the best of his or her
      knowledge and belief, having made reasonable enquiries, the report fairly
      presents the relevant data and is not misleading for the purpose of
      assessing compliance with the Lending Commitments or the achievement of
      their purpose.

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Without prejudice to
the specific requirements set out in this paragraph  
8, the Participating
Institution undertakes to be open and honest in its dealings with the Government
Departments in relation to the
implementation and operation of the Lending Commitments and will promptly
provide each Government Department with such other information as it reasonably
requires in connection with the Lending Commitments.

    


    
      	
              8.2

            	
              Business Lending
      Commitments: monthly reports

            


    

    


    In relation to the Business Lending
Commitments, the monthly reports will include:

    


    
      	
              (A)

            	
              a segmental analysis showing new
      and outstanding lending divided by both size of business (corresponding to
      the Relevant Business
      Categories) and industry
sector;

            


    

    


    
      	
              (B)

            	
              (in respect of SMEs) application
      numbers and acceptance rates by type of financing, together with the
      credit assessments of applicants, against the corresponding numbers for
      2008;

            


    

    


    
      	
              (C)

            	
              a summary of the distributions of the pricing and
      terms on which lending is being made available and details of the credit
      and risk assessment
methodology;

            


    

    


    
      	
              (D)

            	
              a narrative commentary on new
      lending activities in respect of new and existing borrowers;
      and

            


    

    


    
      	
              (E)

            	
              a narrative commentary on the
      data, explaining the reasons for any significant variances in the amount
      of outstanding loans and availability of credit by size of business or
      sector from the baseline
budget.

            


    

    


    
      	
              8.3

            	
              Homeowner Lending
      Commitment: monthly reports

            


    

    


    In relation to the Homeowner Lending
Commitment, the monthly reports will include:

    


    
      	
              (A)

            	
              a segmental analysis showing new
      loans and credit availability divided by transaction type (including LTV
      and Loan to Income (“LTI”)
  ratios);

            


    

    


    
      	
              (B)

            	
              application numbers and acceptance
      rates by product, together with the credit rating scores of applicants,
      against the corresponding numbers for
  2008;

            


    

    


    
      	
              (C)

            	
              a summary of the distributions of
      the pricing and terms on which lending is being made available
      and of the credit and
      risk assessment methodology;
and

            


    

    


    
      	
              (D)

            	
              a narrative commentary on the
      data, explaining the reasons for any significant variances in the amount
      of outstanding loans and availability of credit by transaction type from
      the baseline budget.

            


    

    


    
      	
              8.4

            	
              Lending
      Commitments: annual reports

            


    

    


    The annual reports will include
information of a type which is broadly equivalent to the data and information to
be contained in the monthly reports, except that (in relation to the
segmental

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    analysis referred to in
paragraph  
8.3(A)), the analysis will be
broken down by reference to outstanding loans at the end of the period rather
than new loans granted in such period.

    


    
      	
              8.5

            	
              Public
      disclosure

            


    

    


    The Participating Institution agrees
that:

    


    
      	
              (A)

            	
              the Government Departments may
      publicly announce details of the Lending Commitments and the associated
      obligations and undertakings of the Participating Institution as described
      in this Deed Poll; and

            


    

    


    
      	
              (B)

            	
              each of the Government Departments
      may report to Parliament and Parliamentary committees (including the
      Public Accounts Committee and the House of Commons Treasury Select
      Committee) on implementation of, and compliance with, the Lending
      Commitments, with such reporting expected to be
      undertaken on an annual
basis.

            


    

    


    
      
        	
                8.6

              	
                Confidentiality

              


      

    

    


    Certain data and information to be
included within the monthly reports, or otherwise provided to the Government
Departments by the Participating Institution pursuant to this Deed Poll, will be anonymised to
preserve customer confidentiality and will constitute confidential, commercially
sensitive data.

    


    Confidential
information provided to Government Departments pursuant to this Deed Poll will
(without prejudice to the rights of the Government
Departments described in paragraph   8.5(A)) be subject to
confidentiality arrangements between the Participating Institution and each of
the Government Departments (on substantially similar terms to the
confidentiality agreement
entered into between HM Treasury and the Participating Institution on 17
February, 2009).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Implementation
      plan

            


    

    


    The Participating
Institution undertakes that, promptly after the Lending Commitment takes effect,
it will prepare and present to the Government Departments a plan which will
address how the Lending Commitments are to be implemented. Such implementation
plan will include the
Participating Institution’s proposals regarding
the marketing and sales activities to be undertaken pursuant to
paragraphs   4.10 and  
5.5.

    


    
      	
              10.

            	
              Incentivisation

            


    

    


    The Participating
Institution will, in
applying its balanced scorecard approach to remuneration, ensure that the
performance assessment for staff employed in business units responsible for
delivery of the Lending Commitments will include an assessment of new lending
arising from the marketing and
sales activities undertaken pursuant to the Participating
Institution’s obligations under
paragraphs   4.10 and  
5.5.

    


    
      	
              11.

            	
              Compliance

            


    

    


    Any failure to comply with the Lending
Commitments or the other obligations of, or undertakings given by, the
Participating Institution under this Deed Poll will initially be addressed
through the reporting mechanism which will provide the Government
Departments with a framework to discuss with
the Participating Institution the background to and reasons for such
failure.

    


    In addition, failure to comply with the
Lending Commitments may result in the withdrawal or restriction of the
Participating Institution’s eligibility to roll over coverage
under the CGS from three to five years.

    


    
      	
              12.

            	
              Miscellaneous

            


    

    


    
      	
              12.1

            	
              Representations and
      warranties

            


    

    


    The Participating Institution represents
and warrants that:

    


    
      	
              (A)

            	
              it has the corporate
      power and the
      authority to enter into this Deed Poll and to carry out its obligations,
      and the undertakings given by it,
  hereunder;

            


    

    


    
      	
              (B)

            	
              it is duly organised and validly
      existing under the laws of its jurisdiction of organisation, and the
      execution of this Deed Poll and the consummation of the transactions
      contemplated herein have been duly authorised by all necessary action, and
      no other act or proceeding, corporate or
      otherwise, on its part is necessary to authorise the execution of this
      Deed Poll or the consummation of any of the transactions contemplated
      hereby; and

            


    

    


    
      	
              (C)

            	
              it has duly executed and delivered
      this Deed Poll.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              12.2

            	
              Costs

            


    

    


    The Participating Institution agrees
that it shall pay its own costs and expenses in relation to the negotiation,
preparation, execution and carrying into effect of this Deed
Poll.

    


    
      	
              12.3

            	
              Remedies

            


    

    


    The Participating Institution agrees
that:

    


    
      	
              (A)

            	
              (without prejudice to any other
      rights or remedies which any Government Department may have) damages would
      not be an adequate remedy for any breach by the Participating Institution
      of the provisions of this Deed Poll and each Government
      Department shall be entitled to seek the remedies of injunction, specific
      performance and other equitable relief for any threatened or actual breach
      of any such provision by the Participating Institution and no proof of
      special damages shall be necessary for
      the enforcement by any Government Department of its rights under this Deed
      Poll;

            


    

    


    
      	
              (B)

            	
              no failure of any Government
      Department to exercise, and no delay by any Government Department in
      exercising, any right, power or remedy in connection with this Deed
      Poll will operate as a waiver thereof, nor will any single or partial
      exercise of any such right preclude any other or further exercise of such
      right or the exercise of any other right;
  and

            


    

    


    
      	
              (C)

            	
              the rights provided in
      this Deed Poll are
      cumulative and not exclusive of any rights (whether provided by law or
      otherwise).

            


    

    


    
      	
              12.4 

            	
              Invalidity

            


    

    


    If any provision of this Deed Poll shall
be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law,
such provision or part shall to that extent be deemed not to form part of this
Deed Poll but the legality, validity and enforceability of the remainder of this
Deed Poll shall not be affected.

    


    
      	
              12.5 

            	
              Assignment

            


    

    


    The Participating Institution agrees
that each of the Government Departments may assign their respective rights under
this Deed Poll to: (i) a governmental, quasi-governmental or regulatory body; or
(ii) a body or entity established by, or owned by, one or more of the Government Departments
(including any body or entity established to monitor and administer the
APS).

    


    
      	
              12.6

            	
              Variation

            


    

    


    Any term of this Deed Poll may be
amended, and the observance of any term of this Deed Poll may be waived (either
generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Government Departments.

    


    
      	
              12.7

            	
              Governing
    law

            


    

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    This Deed Poll and any non-contractual
obligations arising out of or in connection with it shall be governed by and
construed in accordance with the laws of England.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    
      IN WITNESS WHEREOF this Deed
Poll has been executed and delivered as a deed on 26 February 2009.

       

      
        	
                The
      Royal Bank of Scotland plc

              	
                )

              	
                By:           

              	 	 
	 	)	
                 

              
	 	)	
                duly
      authorised by power of attorney to act as 

              	 
	 	)	attorney on
      its behalf in executing and delivering 	 
	 	)	this Deed
      Poll	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Name:	 	 
	 	 	 	 	 
	 	 	Title:	Attorney	 


      

       

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      
         

      

      
         

      

      
        
          	
                  Appendix
      - Baseline Budget for 2009 and Lending Commitments

                	 
      	 
      	 
      	 
      
	
                  £ billions

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  The
      Business Lending Commitment

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Aggregate Business Lending
      Commitment

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2009 Lending -
      Commitment

                	 
      	 
      	 
      	 
      	 
      	
                  16.0

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Minimum Lending Commitment by
      Business Category

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Small and Medium Sized Enterprises
      (SME)

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2008 total
      lending

                	 
      	
                  ***

                	 
      	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  2009 lending - Baseline
      Budget

                	 
      	
                  ***

                	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  2009 Lending Commitment (above
      Baseline Budget)

                	 
      	 
      	 
      
	 
      	
                  (a)+(b)

                	
                  2009 total
      lending

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2009 Baseline impairments and
      write offs

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Mid
    Corporates

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2008 total
      lending

                	 
      	
                  ***

                	 
      	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  2009 lending - Baseline
      Budget

                	 
      	
                  ***

                	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  2009 Lending Commitment (above
      Baseline Budget)

                	 
      	 
      	 
      
	 
      	
                  (a)+(b)

                	
                  2009 total
      lending

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2009 Baseline impairments and
      write offs

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Large
      Corporates

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2008 total
      lending

                	 
      	
                  ***

                	 
      	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  2009 lending - Baseline
      Budget

                	 
      	
                  ***

                	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  2009 Lending Commitment (above
      Baseline Budget)

                	 
      	 
      	 
      
	 
      	
                  (a)+(b)

                	
                  2009 total
      lending

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2009 Average utilisation -
      Baseline

                	 
      	
                  %

                	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (drawn facilities/committed
      facilities)

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2009 Baseline impairments and
      write offs

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  The
      Homeowner Lending Commitment

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  2008 total
      lending

                	 
      	
                  ***

                	 
      	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  2009 lending - Baseline
      Budget

                	 
      	
                  ***

                	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  2009 Lending Commitment (above
      Baseline Budget)

                	 
      	 
      	
                  9.0

                
	 
      	
                  (a)+(b)

                	
                  2009 total
      lending

                	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Total 2009 Lending Commitment
      (above Baseline Budget)

                	 
      	 
      	 
      	 
      	 
      	
                  25.0

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

        
           

           

           

        

        
          	
                  *** Indicates omission of
      material, which has been separately filed, pursuant to a request for
      confidential treatment.