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I.
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Form
F-N shall be filed with the Commission in connection with the filing of a
registration statement under the Securities Act of 1933
by:
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1.
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a
foreign issuer that is a foreign bank or foreign insurance company
excepted from the definition of an investment company by rule 3a-6 [17 CFR
270.3a-6] under the Investment Company Act of 1940 (the “1940
Act”);
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2.
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a
foreign issuer that is a finance subsidiary of a foreign bank or foreign
insurance company, as those terms are defined in rule 3a-6 under the 1940
Act, if such finance subsidiary is excepted from the definition of
investment company by rule 3a-5 [17 CFR 270.3a-5] under the 1940 Act;
or
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3.
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a
foreign issuer that is excepted from the definition of investment company
by rule 3a-1 [17 CFR 270.3a-1] under the 1940 Act because some or all of
its majority-owned subsidiaries are foreign banks or foreign insurance
companies excepted from the definition of investment company by rule 3a-6
under the 1940 Act.
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II.
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Notwithstanding
paragraph (I), the following foreign issuers are not required to file form
F-N:
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1.
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a
foreign issuer that has filed Form F-X [17 CFR 239.42] under the
Securities Act of 1933 with the Commission with respect to the securities
being offered; and
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2.
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a
foreign issuer filing a registration statement relating to debt securities
or non-voting preferred stock that has on file with the Commission a
currently accurate Form N-6C9 [17 CFR 274.304, rescinded] under the 1940
Act.
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III.
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Six
copies of the Form F-N, one of which shall be manually signed, shall be
filed with the Commission at its principal office. A form F-N
filed in connection with any other Commission form should not be bound
together with or be included only as an exhibit to, such other
form.
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A.
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Name
of issuer or person filing (“Filer”): The Royal Bank of
Scotland Group plc
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B.
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This
is (select one):
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C.
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Identify the filing in conjunction with which this form is being Filed |
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D.
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The
Filer is incorporated or organized under the laws of (Name of the
jurisdiction under whose laws the filer is organized or incorporated)
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| United Kingdom |
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E.
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The
Filer designates and appoints (Name of United States person serving as
agent) John
Fawcett, Chief Financial Officer, Citizens Financial Group, Inc.
(“Agent”) located at (Address in full in the United States and telephone
number) 600
Washington Boulevard, Stamford, Connecticut, 06901, telephone: (212) 897
5087 as the agent of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers
in:
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(a)
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any
investigation or administrative proceeding conducted by the Commission,
and
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(b)
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any
civil suit or action brought against the Filer or to which the Filer has
been joined as defendant or respondent, in any appropriate court in any
place subject to the jurisdiction of any state or of the United States or
any of its territories or possessions or of the District of
Columbia,
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F.
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Each
person filing this Form stipulates and agrees to appoint a successor agent
for service of process and file an amended Form F-N if the Filer
discharges the Agent or the Agent is unwilling or unable to accept service
on behalf of the Filer at any time until six years have elapsed from the
date of the Filer’s last registration statement or report, or amendment to
any such registration statement or report, filed with the Commission under
the Securities Act of 1933 or Securities Exchange Act of
1934. Filer further undertakes to advise the Commission
promptly of any change to the Agent’s name or address during the
application period by amendment of this Form referencing the file number
of the relevant registration form in conjunction with which the amendment
is being filed.
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G.
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Each
person filing this form undertakes to make available in person or by
telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission
staff, information relating to the securities registered pursuant to the
form referenced in paragraph E or transactions in said
securities
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| The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the |
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City of
Edinburgh
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County of United Kingdom | |
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this 30th
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day of September 2009 A.D. |
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By:
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/s/ Angela McEntee | |
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Name:
Angela McEntee
Title:
Assistant Secretary
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Title:
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Authorized
Agent for Service of Process in the United States
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By:
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/s/ John Fawcett |