Filed pursuant to Rule 433. Registration Statement Nos. 333-184147 and
333-184147-01.

RBS Exchange Traded Notes

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RBS US Large Cap Alternator ETN[] (ALTL)

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ETN Overview:

The RBS US Large Cap Alternator Exchange Traded Notes[] (the "RBS ETNs") track
the RBS US Large Cap Alternator Index[] (USD) (the "Index") which is designed to
provide exposure to the US large cap equity market by alternating between three
popular indices, the SandP 500([R]) Total Return Index (MC), the SandP 500([R])
Low Volatility Total Return Index (LV) and the SandP 500([R]) Equal Weight Total
Return Index (EW) (each, an "Underlying Index"). Each month, the Index will
track the return of the Underlying Index with the highest relative strength
score, which is based on average historical returns.

RBS US Large Cap Alternator Index[] Features

Strategy: Each month, the Index will track the return of the Underlying Index
with the highest relative strength score at the end of the prior month.

Relative strength score: Simple average of the 1-month, 3-month, 6-month,
9-month and 12-month returns of each of the Underlying Indices.

Rebalanced monthly: Relative strength score is calculated with respect to the
last business day of each month. The Index is rebalanced at the close of the
first business day of the next month.

Hypothetical Market Cycle

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The graph above illustrates a hypothetical market cycle and which Underlying
Index the relative strength Index methodology may select in the above stage of
the market cycle. The illustrations above do not reflect an actual market cycle
and they are not an indication of how a market cycle may develop, how long a
stage of the market cycle could last in the future, which Underlying Index will
be tracked during any part of a market cycle or whether any Underlying Index
will be tracked at all or in any particular order.

SandP 500([R]) Total Return Index

[]   Tracks the 500 largest U.S. stocks weighted by market capitalization.

[]   Expected to outperform the other Underlying Indices during the last stage
     of a bull market.

[]   May underperform low volatility indices in falling and choppy markets.

SandP 500([R]) Low Volatility Total Return Index

[]   Consists of the 100 stocks from the SandP 500([R]) Index with the lowest
     historical volatility over the past 12 months. The least volatile stocks
     have the largest weighting in the index.

[]   Expected to outperform the other Underlying Indices in choppy markets and
     tracks the historically least volatile stocks of the SandP 500([R]) Index.

[]   May underperform the other Underlying Indices in a rising market.

SandP 500([R]) Equal Weight Total Return Index

[]   All 500 stocks rebalance to the same weight in the index on a quarterly
     basis.

[]   Expected to outperform the other Underlying Indices at the beginning and
     middle of bull markets because the equal weighting creates a higher
     exposure to the smaller companies within the index.

[]   May underperform the other Underlying Indices in falling markets.

Not FDIC Insured. May Lose Value.

RBS ETN Details

Ticker           ALTL
---------------- ----------------------------------
Intraday         ALTL.IV
Indicative Value
Ticker
---------------- ----------------------------------
CUSIP            78009P168
---------------- ----------------------------------
ISIN             US78009P1681
---------------- ----------------------------------
Primary          NYSE Arca
Exchange
---------------- ----------------------------------
Annual Investor  1.00% per annum
Fee
(accrued on a
daily basis)
---------------- ----------------------------------
Inception Date   8/30/2012
---------------- ----------------------------------
Maturity         9/5/2042
---------------- ----------------------------------
Issuer           The Royal Bank of Scotland plc
                 ("RBS plc")
---------------- ----------------------------------
Guarantor        The Royal Bank of Scotland
                 Group plc ("RBSG")
---------------- ----------------------------------
Underlying       SandP 500([R]) Total Return Index
Indices          (SPTR), SandP 500([R]) Equal Weight
                 Total Return Index (SPXEWTR),
                 SandP 500([R]) Low Volatility Total
                 Return Index (SP5LVIT)
---------------- ----------------------------------
Repurchase at    You may offer your RBS ETNs
your option      to RBS plc for repurchase on
                 any business day on or prior to  8/27/2042,  provided  that you
                 offer a minimum of 20,000  RBS ETNs for any  single  repurchase
                 and follow the procedures described in the pricing supplement.
---------------- ----------------------------------
Early            We may  redeem  all of the  RBS
redemption       at ETNs at our discretion at any our
option           time on or prior to 9/3/2042.
                 Pursuant to our announced  plan to exit the  structured  retail
                 investor products business,  the likelihood that we will redeem
                 the ETNs prior to maturity has  increased.  See "Recent  Devel-
                 opments" on reverse for more information.
---------------- ----------------------------------
Daily            Upon early repurchase or
Redemption       redemption or at maturity, you
Value            will receive a cash payment
                 equal to the  daily  redemption  value  per RBS ETN.  The daily
                 redemption  value  on  the  relevant  valuation  date  will  be
                 published on www.rbs.com/etnus/altl*.
---------------- ----------------------------------
The ETNs         The RBS ETNs are  unsecured  and  senior  debt
                 obligations  of the  Issuer  and are fully and  unconditionally
                 guaranteed by the Guarantor.
---------------- ----------------------------------

* Information contained on our website is not incorporated by reference in, and
should not be considered a part of, this[] document.

To find out more Call toll free 855-RBS-ETPS or visit www.rbs.com/etnUS

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Illustration of a $100,000 Investment in Each of the Three Underlying Indices --
7/31/2011 - 6/30/2013

SandP 500([R]) Low Volatility Total Return Index (SP5LVIT) SandP 500([R]) Total
Return Index (SPTR) SandP 500([R]) Equal Weight Total Return Index (SPXEWTR)

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Historical Performance (%) -- as of 6/30/2013

                                                         Since rbs etn
                                         1-month 3-month   inception
                                           (%)     (%)    (8/30/12) (%)
---------------------------------------- ------- ------- --------------
RBS US Large Cap Alternator ETN[]          -0.98   -3.28      13.08
RBS US Large Cap Alternator
Index[]                                    -0.90   -3.03      14.00
SandP 500([R]) Total Return Index            -1.34   2.91       16.92
SandP 500([R]) Low Volatility Total Return
Index                                      0.60    0.88       15.28
SandP 500([R]) Equal Weight Total Return
Index                                      -1.08   3.24       23.09

The graph to the left does not reflect the performance of the RBS US Large Cap
Alternator Index[] or the RBS US Large Cap Alternator ETN[]. Index performance
returns do not reflect any fees or transaction costs. You can not invest
directly in an index.

Source for chart and graph: Bloomberg. All indices in the graph to the left are
based to $100,000 as of 7/31/2011.

Rolling Annual Returns from June 2009 to June 2013 (%) -- as of 6/30/2013

                                                         inception date    2009
-------------------------------------------------------- --------------   ------
SandP 500([R]) Total Return Index (SPTR)                       05/1991    -26.21
SandP 500([R]) Low Volatility Total Return Index (SP5LVIT)     04/2011      --
SandP 500([R]) Equal Weight Total Return Index (SPXEWTR)       01/2003    -23.56

  2010  2011  2012  2013
 ----- ----- ----- -----
 14.43 30.69 5.45  20.60
  --    --   14.26 16.51
 24.99 36.45 -0.12 26.46

Source: Bloomberg.

Index Statistics -- as of 6/30/2013

                   SandP 500([R]) Low
                         Volatility SandP 500([R]) EQual
SandP 500([R]) Total total return     Weight total
return indeX       indeX            return indeX
------------------ ---------------- ------------------
Top 10 Holdings (%)           18.16%     12.57%    2.22%
Median Market
Capitalization               $14.70 bn  $19.64 bn $14.70 bn
Average Weighted
Market Capitalization        $106.18 bn $44.53 bn $30.28 bn
Average Dividend               1.83%     2.84%     1.83%
Yield(1) (%)
Average Price to Earnings(2)   22.73     22.75     22.73
Beta(3)                        1.00       0.66      1.08

(1)Dividend Yield means the sum of the gross dividends paid on the stocks
comprising the Index (which is a total return index) over the prior 12 months
ending 6/30/2013 divided by the closing level of the price return version of the
Index as of 6/30/2013.

(2)A valuation of a company's current share price compared to its earnings per
share. Earnings per share is measured on a twelve month trailing basis. (3)A
number describing the volatility of an index in relation to the volatility of
the SandP 500([R]) that is calculated using trailing 12 month weekly returns.

      Source: Bloomberg

Sector Weightings Comparison(4) -- as of 6/30/2013

                          SandP 500([R]) Low
                          Volatility              SandP 500([R]) EQual
SandP 500([R]) Total        total return            Weight total
return indeX        (%)   indeX             (%)   return indeX        (%)
------------------ ------ ---------------- ------ ------------------ ------
Info Tech          17.79  Utilities        29.77  Cons Disc.         16.65
Financials         16.66  Cons. Staples    20.23  Financials         16.46
Health Care        12.72  Financials       19.35  Info Tech          14.11
Cons. Disc.        12.21  Health Care      10.01  Industrials        12.12
Energy             10.53  Industrials       8.54  Health Care        10.76
Cons. Staples      10.49  Energy            2.86  Energy              8.53
Industrials        10.16  Info Tech         2.77  Cons. Staples       7.93
Utilities           3.31  Materials         2.70  Utilities           6.23
Materials           3.27  Cons. Disc.       1.97  Materials          5 83
Telecom                   Telecom                 Telecom
                    2.84                    1.80                      1.38
Services                  Services                Services
Total              100.00 Total            100.00 Total              100.00

(4)Based on standard industry classifications. Source: SandP Dow Jones Indices

CERTAIN RISK CONSIDERATIONS: The RBS ETNs involve risks not associated with an
investment in conventional debt securities, including a possible loss of some or
all of your investment. The level of the Index must increase by an amount
sufficient to offset the aggregate investor fee applicable to the RBS ETNs in
order for you to receive at least the principal amount of your investment back
at maturity or upon early repurchase or redemption. The Index may underperform
the SandP 500([R]) Index or any Underlying Index.

Even though the RBS ETNs are listed on the NYSE Arca, a trading market may not
develop and the liquidity of the RBS ETNs may be limited and/or vary over time,
as RBS plc is not required to maintain any listing of the RBS ETNs. The RBS ETNs
are not principal protected and do not pay interest. Any payment on the RBS ETNs
is subject to the ability of RBS plc, as the issuer, and RBS Group, as the
guarantor, to pay their respective obligations when they become due. The
intraday indicative value and the daily redemption value are not the same as the
trading price or market price of the RBS ETNs in the secondary market. You
should carefully consider whether the RBS ETNs are suited to your particular
circumstances before you decide to purchase them. We urge you to consult with
your investment, legal, accounting, tax and other advisors with respect to any
investment in the RBS ETNs.

The RBS ETNs are not suitable for all investors. You should carefully read the
relevant pricing supplement and prospectus, including the more detailed
explanation of the risks involved in any investment in the RBS ETNs as described
in the "Risk Factors" section of the pricing supplement, before investing.

IMPORTANT INFORMATION: RBS plc and RBS Group have filed a registration statement
(including a prospectus) with the U.S. Securities and Exchange Commission (SEC)
for the offering of RBS ETNs to which this communication relates. Before you
invest in any RBS ETNs, you should read the prospectus in that registration
statement and other documents that have been filed by RBS plc and RBS Group with
the SEC for more complete information about RBS plc and RBS Group, and the
offering. You may get these documents for free by visiting EDGAR on the SEC's
web site at www.sec.gov. Alternatively, RBS plc, RBS Securities Inc. (RBSSI) or
any dealer participating in the offering will arrange to send you the prospectus
and the pricing supplement at no charge if you request it by calling
1-855-RBS-ETPS (toll-free).

RECENT DEVELOPMENTS: On June 13, 2013, we announced that we would be exiting the
structured retail investor products business that is responsible for issuing and
maintaining the RBS ETNs, and that we expect to move such business into a runoff
organization which will go through a process of restructuring and / or business
sales (the "RBS Retail Investor Products Exit Plan"). The implementation of the
RBS Retail Investor Products Exit Plan increases the likelihood that the RBS
ETNs will be redeemed by us prior to maturity. We plan to continue to maintain
and issue the RBS ETNs, but our plans could change. We cannot give you any
assurances as to any minimum period of time that you may hold the RBS ETNs
before we redeem them at our option.

The RBS US Large Cap Alternator Index[] (USD) ("Index") is the property of RBS
plc (the "Index Sponsor"), which has contracted with SandP Opco, LLC, a
subsidiary of SandP Dow Jones Indices LLC ("SandP Dow Jones Indices") to
maintain and calculate the Index. The SandP 500([R]) Index, SandP 500 Low
Volatility Index([R]) and SandP 500([R]) Equal Weight Index[] (including the
total return versions) are the exclusive property of SandP Dow Jones Indices and
have been licensed for use by the Index Sponsor in connection with the Index.
SandP Dow Jones Indices, its affiliates and their third party licensors shall
have no liability for any errors or omissions in

calculating the Index. SandP([R]) is a registered trademark of Standard and
Poor's Financial Services LLC ("SPFS") and Dow Jones[R] is a registered
trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"). These trademarks
have been licensed to SandP Dow Jones Indices. SandP([R]), SandP 500([R]), SandP
500 Low Volatility Index([R]), SandP 500([R]) Equal Weight Index[] and SandP
500[R] EWI[] are trademarks of SPFS and together with the "Calculated by SandP
Dow Jones Indices Custom" and its related stylized mark(s) have been licensed
for use by the Index Sponsor.

Copyright [C] 2013 RBS Securities Inc. All rights reserved. RBS Securities Inc.,
a U.S. registered broker-dealer, member of FINRA and SIPC, is an indirect
wholly-owned subsidiary of The Royal Bank of Scotland plc.

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www.rbs.com/etnUS | TOLL FREE: 855-RBS-ETPS | Not FDIC Insured. May Lose Value.
Dated July 10, 2013