Obligation NatWest Markets NV 2.368% ( US78009KRJ33 ) en USD

NatWest Markets NV

100 % ⇌

Pays-Bas

US78009KRJ33 ( en USD )

2.368% par an ( paiement semestriel )

15/03/2021 - Obligation échue

Prospectus brochure de l'obligation NatWest Markets NV US78009KRJ33 en USD 2.368%, échue

1 000 USD

11 000 000 USD

78009KRJ3

N/A

L'Obligation émise par NatWest Markets NV ( Pays-Bas ) , en USD, avec le code ISIN US78009KRJ33, paye un coupon de 2.368% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2021

Page 1 of 24
424B5 1 dp21615_424b5-ps152.htm FORM 424B5
CALCULATION OF REGISTRATION FEE

Amount of Registration
Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Fee(1)
Capped Fixed-to-Floating Rate Notes Linked to
$11,000,000

$1,277.00
the Consumer Price Index Due March 15, 2021

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933

Pricing Supplement No. 152 Dated March 10, 2011
to Registration Statement Nos. 333-162193 and 333-162193-01
(Prospectus Supplement Dated April 2, 2010
and Prospectus Dated April 2, 2010)
Rule 424(b)(5)
THE ROYAL BANK OF SCOTLAND N.V.
Capped Fixed-to-Floating Rate Notes
Linked to the Consumer Price Index
Due March 15, 2021
The Royal Bank of Scotland
Issuer:
Pricing Date:
N.V.

March 10, 2011

Lead Agent:
RBS Securities Inc.
Settlement Date:
March 15, 2011
Issue Price:
100%
Maturity Date:
March 15, 2021
CUSIP:
78009KRJ3
ISIN:
US78009KRJ33
Unsecured, unsubordinated obligations of the Issuer, fully and unconditionally
Status and Guarantee:
guaranteed by the Issuer's parent company, RBS Holdings N.V.
100% of the principal amount, plus accrued and unpaid interest, if any, to but excluding
Payment at Maturity:
the Maturity Date. Any payment at maturity is subject to the creditworthiness of The
Royal Bank of Scotland N.V., as the issuer, and RBS Holdings N.V., as guarantor.
Interest will be payable monthly in arrears on each Interest Payment Date. Interest
payable on or prior to March 15, 2012 will accrue based on the Initial Interest
Interest Payments:
Rate. Interest payable on each Interest Payment Date thereafter will accrue based on
the Interest Rate Formula.
15th day of each month, beginning on April 15, 2011, or if any such day is not a
Business Day, on the following Business Day, and no additional interest will accrue in
Interest Payment Dates:
respect of the delay in the interest payment. The last Interest Payment Date will be the
Maturity Date.
Interest payable after March 15, 2012 will accrue based on a rate per annum equal to
the sum of: (a) the applicable CPI Inflation Adjustment (as described below), and (b)
Interest Rate Formula:
2.25%, subject to the Minimum Interest Rate and the Maximum Interest Rate.
Initial Interest Rate:
Minimum Interest Rate:
Maximum Interest Rate:
6.00% per annum
0.00% per annum
9.00% per annum
The CPI Inflation Adjustment equals the percentage change in the Consumer Price
Index between (a) the month that is 15 months prior to the month in which the
CPI Inflation Adjustment: applicable Interest Payment Period (as defined in this Pricing Supplement) begins, and
(ii) the month that is three months prior to the month in which the applicable Interest
Payment Period begins, calculated as described in this Pricing Supplement.
The Consumer Price Index is the non-revised index of Consumer Prices for All Urban
Consumer Price Index
Consumers before seasonal adjustment published by the Bureau of Labor Statistics of
the U.S. Department of Labor, as more fully described in this Pricing Supplement.
Comparable Yield:
5.52%

Price to Public1
Agent's Commission2
Proceeds to Issuer
Per Security
$1,000
$32.50
$967.50
Total
$11,000,000
$357,500.00
$10,642,500.00
1 Plus accrued interest from March 15, 2011 if settlement occurs after that date.
2 For additional information see "Plan of Distribution (Conflicts of Interest)" in this Pricing Supplement.
The Notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or
any other governmental agency.
Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page 7 of this Pricing Supplement.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these Notes, or determined if
this Pricing Supplement or the accompanying Prospectus Supplement or Prospectus are truthful or complete. Any representation to the
contrary is a criminal offense.
http://www.sec.gov/Archives/edgar/data/897878/000095010311000978/dp21615_424b5-p... 3/11/2011

Page 2 of 24
This Pricing Supplement and the accompanying Prospectus Supplement and Prospectus may be used by our affiliates in connection with offers and
sales of the Notes in market-making transactions.
RBS Securities Inc.
PRICE: $1,000 PER NOTE

http://www.sec.gov/Archives/edgar/data/897878/000095010311000978/dp21615_424b5-p... 3/11/2011

Page 3 of 24

THE ROYAL BANK OF SCOTLAND N.V.
Capped Fixed-to-Floating Rate Notes Linked to the Consumer Price Index
Due March 15, 2021

WHERE YOU CAN FIND MORE INFORMATION

The Royal Bank of Scotland N.V. ("RBS N.V.") and RBS Holdings N.V have filed a registration statement
(including a Prospectus and Prospectus Supplement) with the Securities and Exchange Commission, or SEC, for the
offering to which this Pricing Supplement relates. Before you invest, you should read the Prospectus and Prospectus
Supplement in that registration statement and other documents that RBS N.V. and RBS Holdings N.V. have filed with
the SEC for more complete information about RBS N.V., RBS Holdings N.V. and the offering of the Notes. You may
get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, RBS N.V., any
underwriter or any dealer participating in the offering will arrange to send you the Prospectus and Prospectus
Supplement if you request it by calling toll free (866) 747-4332.

You should read this Pricing Supplement together with the Prospectus dated April 2, 2010, as supplemented
by the Prospectus Supplement dated April 2, 2010 relating to our RBS NotesSM of which these Notes are a part. This
Pricing Supplement, together with the documents listed below, contains the terms of the Notes and
supersedes all other prior or contemporaneous oral statements as well as any other written materials
including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation,
sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider,
among other things, the matters set forth in "Risk Factors" in this Pricing Supplement, as the Notes involve risks not
associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other
advisors before you invest in the Notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has
changed, by reviewing our filings for the relevant date on the SEC website):

· Prospectus Supplement dated April 2, 2010:
http://www.sec.gov/Archives/edgar/data/897878/000095010310001004/crt_dp17140-424b2.pdf

· Prospectus dated April 2, 2010:
http://www.sec.gov/Archives/edgar/data/897878/000095010310000965/crt_424b2.pdf

Our Central Index Key, or CIK, on the SEC website is 897878. As used in this Pricing Supplement, "RBS
N.V.," "the Company," "we," "us" or "our" refers to The Royal Bank of Scotland N.V.; "Holdings" refers to RBS Holdings
N.V.

These Notes may not be offered or sold (i) to any person/entity listed on sanctions lists of the
European Union, United States or any other applicable local competent authority; (ii) within the territory of
Cuba, Sudan, Iran and Myanmar; (iii) to residents of Cuba, Sudan, Iran or Myanmar; or (iv) to Cuban Nationals,
wherever located.

RBS NotesSM is a Service Mark of The Royal Bank of Scotland N.V.

2
http://www.sec.gov/Archives/edgar/data/897878/000095010311000978/dp21615_424b5-p... 3/11/2011

Page 4 of 24

THE ROYAL BANK OF SCOTLAND N.V.
Capped Fixed-to-Floating Rate Notes Linked to the Consumer Price Index
Due March 15, 2021

SUMMARY

The following summary does not contain all the information that may be important to you. You should read this
summary together with the more detailed information that is contained in this Pricing Supplement, the accompanying
Prospectus and Prospectus Supplement. You should carefully consider, among other things, the matters set forth in
"Risk Factors" beginning on page 7of this Pricing Supplement. In addition, we urge you to consult with your
investment, legal, accounting, tax and other advisors with respect to any investment in the Notes.

What are the Notes?

The Notes are issued by us, The Royal Bank of Scotland N.V., and are fully and unconditionally guaranteed by
our parent company, RBS Holdings N.V. The Notes are senior notes of The Royal Bank of Scotland N.V. that have a
maturity of 10 years. We cannot redeem the Notes on any earlier date.

The Notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Deposit Insurance Fund or any other governmental agency.

All payments on the Notes, including payment of principal at maturity, are subject to the
creditworthiness of The Royal Bank of Scotland N.V., as the issuer, and RBS Holdings N.V., as guarantor. In
other words, payments on the Notes will depend on the ability of The Royal Bank of Scotland N.V. and RBS
Holdings N.V. to meet their payment obligations when due.

What will I receive at maturity of the Notes?

For each $1,000 principal amount of Notes, you will receive a cash payment equal to $1,000, and any accrued
and unpaid interest on the Notes, at maturity.

Will I receive interest payments?

Yes. Interest will be payable monthly in arrears on the 15th day of each month, commencing on April 15, 2011
(each an "Interest Payment Date"); provided, that, if such day is not a Business Day, interest will be paid on the
immediately succeeding Business Day and no additional interest will accrue in respect of such delay. Interest, if any,
will be computed on the basis of a 360-day year consisting of twelve 30-day months. The last Interest Payment Date
will be the Maturity Date.

"Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to close in The City of New York.

How will the interest on the Notes be calculated?

One of our affiliates, RBS Securities Inc., will serve as calculation agent for the Notes, and will determine the
interest payable on the Notes in accordance with the following Interest Rate Formula:

·
From and including the Settlement Date and through but excluding March 15, 2012, interest on the Notes
will accrue at the rate of 6.00% per annum.

·
Thereafter, interest on the Notes will accrue at a rate per annum equal to the sum of:

(a) the applicable CPI Inflation Adjustment (as described below); and

(b) 2.25%.

However, in no event will the interest rate payable on the Notes be greater than 9.00% per annum or less than
0.00% per annum. Because interest is paid monthly you will receive a pro rated amount of the per annum rate.

3
http://www.sec.gov/Archives/edgar/data/897878/000095010311000978/dp21615_424b5-p... 3/11/2011

Page 5 of 24

THE ROYAL BANK OF SCOTLAND N.V.
Capped Fixed-to-Floating Rate Notes Linked to the Consumer Price Index
Due March 15, 2021

The CPI Inflation Adjustment equals the percentage change in the Consumer Price Index between (a) the
month that is 15 months prior to the month in which the applicable Interest Payment Period begins, and (ii) the month
that is three months prior to the month in which the applicable Interest Payment Period begins, calculated as follows
(rounded to the nearest five decimal places):

(CPI / CPI ) - 1
A
B

The Consumer Price Index (the "CPI") is the non-revised index of Consumer Prices for All Urban Consumers
before seasonal adjustment (CPI-U NSA) published by the Bureau of Labor Statistics of the U.S. Department of Labor
(the "BLS"), as described more fully in the heading "Information Regarding the Consumer Price Index" in this Pricing
Supplement. If the CPI is permanently cancelled or is not calculated or published by the BLS on any Interest
Determination Date, the calculation agent will use another method of determining the applicable levels of the CPI as
described under the heading "Information Regarding the Consumer Price Index--Unavailability of the CPI" in this
Pricing Supplement.

"CPI " means the level of the CPI first published by the BLS (without regard to any subsequent corrections or
A
revisions to that first published level) for the month that is three calendar months prior to the month in which the
relevant Interest Payment Period begins. For example, CPI for the interest to be paid in April of each year after the
A
first year of the Notes will be the CPI for the preceding December.

"CPI " means the level of the CPI first published by the BLS (without regard to any subsequent corrections or
B
revisions to that first published level) for the month that is 15 calendar months prior to the month in which the relevant
Interest Payment Period begins. For example, CPI for the interest to be paid in April of each year after the first year of
B
the Notes will be the CPI for the second preceding December.

On and after March 15, 2012, interest accruing on the Notes for each Interest Payment Period will be
determined on each Interest Determination Date. The "Interest Determination Date" for each Interest Payment Period
will be the second Business Day prior to the first day of such Interest Payment Period (the "Interest Reset Date").

The first Interest Payment Period will commence on, and will include, the Settlement Date of the Notes and will
end on, but will exclude, the first Interest Payment Date. Thereafter, each Interest Payment Period will commence on,
and will include, an Interest Payment Date and will end on, but will exclude, the succeeding Interest Payment Date or
the Maturity Date, as applicable.

If any Interest Payment Date, including the Maturity Date of the Notes, falls on a date that is not a Business
Day, no adjustment will be made to the length of the corresponding monthly Interest Payment Period; however, we will
make the required interest payment on the next Business Day and no additional interest will accrue in respect of the
payment made on the next Business Day.

Is the interest payable on the Notes limited in any way?

Yes. Interest payable on the Notes on any Interest Payment Date occurring on or after April 15, 2012 will
depend on the CPI Inflation Adjustment on the relevant Interest Determination Date. Further, the interest payable on
the Notes will not exceed 9.00% per annum, regardless of the level of the CPI Inflation Adjustment. You may not
receive any interest on or after April 15, 2012 if the sum of (a) the applicable CPI Inflation Adjustment and (b) 2.25% is
equal to or less than zero.

What is the minimum required purchase?

You may purchase Notes in minimum denominations of $1,000 or in integral multiples thereof.

Is there a secondary market for the Notes?

The Notes will not be listed on any securities exchange. Accordingly, there may be little or no secondary
market for the Notes and, as such, information regarding independent market pricing for the Notes may be extremely
limited. You should be willing to hold your Notes until the Maturity Date.

4
http://www.sec.gov/Archives/edgar/data/897878/000095010311000978/dp21615_424b5-p... 3/11/2011

Page 6 of 24

THE ROYAL BANK OF SCOTLAND N.V.
Capped Fixed-to-Floating Rate Notes Linked to the Consumer Price Index
Due March 15, 2021

We anticipate that one or more of our affiliates will make a market in the Notes. Our affiliates may make
purchases and sales of the Notes from time to time in off-exchange transactions or may post indicative prices for the
Notes in the secondary market. However, none of our affiliates is required to do so, and any of them may discontinue
any market-making activities and may stop posting indicative prices at any time.

If you sell your Notes before the Maturity Date, the price that you receive may be less than the original issue
price of the Notes or the price that you paid for them.

What is the CPI?

The CPI is the non-revised index of Consumer Prices for All Urban Consumers before seasonal adjustment
(CPI-U NSA) published by the BLS. The CPI is a measure of the prices paid by urban consumers in the U.S. for a fixed
market basket of goods and services, including food, clothing, shelter, fuels, transportation, drugs, and charges for
doctor and dentist services. In calculating the CPI, prices for the various items are averaged together with weights that
represent their importance in the spending of urban households in the U.S. The BLS periodically updates the contents
of the market basket of goods and services and the weights assigned to the various items to take into account changes
in consumer expenditure patterns. The CPI is expressed in relative terms in relation to a time base reference period for
which the level is set at 100.000. The base reference period for the CPI is the 1982-1984 average. The CPI for a
particular calendar month is published during the following month.

You can obtain the level of the CPI from the Bloomberg under the symbol "CPURNSA <Index>", or from the BLS's
internet website at www.bls.gov/cpi/home.htm. Please note that the information that may be included in these websites
is not part of, nor should it be deemed to be incorporated into, this Pricing Supplement.

How has the CPI performed historically?

We have provided below under the heading "Information Regarding the Consumer Price Index" additional
information on the CPI and a sampling of the historical levels of the CPI. We have provided this historical information
to help you evaluate the behavior of the CPI in various periods. Historical levels of the CPI, however, are not indicative
of future levels of the CPI.

What else should I consider before investing the Notes?

The Notes are not suitable for all investors. You may wish to consider the Notes if:

· you believe that the CPI will increase during the term of the Notes;

· after the first year of the term of the Notes, you accept that the interest payments on the Notes is uncertain
and may be zero for any Interest Payment Date;

· you accept that interest payable on the Notes on any Interest Payment Date will not exceed 9.00%;

· you anticipate that, after the first year of the term of the Notes, the CPI Inflation Adjustment on each
Interest Determination Date will be sufficient to provide you with your desired return;

· you do not anticipate that, after the first year of the term of the Notes, the CPI Inflation Adjustment on each
Interest Determination date will be sufficiently high to cause the rate of interest on the Notes to be limited to
9.00%;

· you are willing and able to hold the Notes to maturity; and

· you are willing to bear the risk that the Notes may bear a below market interest rate which may in fact be
zero.

You should carefully consider whether the Notes are suited to your particular circumstances before you decide
to purchase them. In addition, we urge you to consult with your investment, legal, accounting, tax and other advisors
with respect to any investment in the Notes.

5
http://www.sec.gov/Archives/edgar/data/897878/000095010311000978/dp21615_424b5-p... 3/11/2011

Page 7 of 24

THE ROYAL BANK OF SCOTLAND N.V.
Capped Fixed-to-Floating Rate Notes Linked to the Consumer Price Index
Due March 15, 2021

What are the tax consequences of owning the Notes?

We intend to treat the Notes as "contingent payment debt instruments" for U.S. federal tax purposes. As a
result, if you are a U.S. taxable investor, regardless of your method of accounting, you will generally be required to
accrue as ordinary income amounts based on the "comparable yield" of the Notes, as determined by us, which may be
in excess of any actual interest payments made on the Notes in a particular taxable year. Further, the amount of
income a U.S. taxable investor will be required to recognize each year will be adjusted to the extent the amount of the
actual interest payments on the Notes differ from the projected amounts payable in such year. In addition, any gain
recognized upon a sale, exchange or retirement of the Notes will generally be treated as ordinary interest income for
U.S. federal income tax purposes.

You should review the section in this Pricing Supplement entitled "United States Federal Income
Taxation." Additionally, you are urged to consult your tax advisor regarding the tax treatment of the Notes and
whether a purchase of the Notes is advisable in light of the tax treatment and your particular situation.

Tell me more about The Royal Bank of Scotland N.V. and RBS Holdings N.V.

The Royal Bank of Scotland N.V. is the new name of ABN AMRO Bank N.V.

RBS Holdings N.V. is the new name of ABN AMRO Holding N.V.

On February 6, 2010, ABN AMRO Bank N.V. changed its name to The Royal Bank of Scotland N.V. and on
April 1, 2010 ABN AMRO Holding N.V. changed its name to RBS Holdings N.V.

The name changes are not changes of the legal entities that will issue and guarantee, respectively, the Notes
referred to herein, and the name changes do not affect any of the terms of the Notes. The Notes will continue to be
issued by The Royal Bank of Scotland N.V. and to be fully and unconditionally guaranteed by The Royal Bank of
Scotland N.V.'s parent company, RBS Holdings N.V.

While the name "ABN AMRO Bank N.V." is used by a separate legal entity, which is owned by the State of The
Netherlands (the "Dutch State"), neither the separate legal entity named ABN AMRO Bank N.V. nor the Dutch State
will, in any way, guarantee or otherwise support the obligations under the Notes.

The Royal Bank of Scotland N.V. and RBS Holdings N.V. are both affiliates of The Royal Bank of
Scotland plc and The Royal Bank of Scotland Group plc; however, none of The Royal Bank of Scotland plc,
The Royal Bank of Scotland Group plc or the UK government, in any way, guarantees or otherwise supports
the obligations under the Notes.

For additional information, see "The Royal Bank of Scotland N.V. and RBS Holdings N.V." in the accompanying
prospectus dated April 2, 2010.

What are some of the risks in owning the Notes?

Investing in the Notes involves a number of risks. We have described the most significant risks relating to the
Notes under the heading "Risk Factors" in this Pricing Supplement, beginning on the next page, which you should read
before making an investment in the Notes.

6
http://www.sec.gov/Archives/edgar/data/897878/000095010311000978/dp21615_424b5-p... 3/11/2011

Page 8 of 24

THE ROYAL BANK OF SCOTLAND N.V.
Capped Fixed-to-Floating Rate Notes Linked to the Consumer Price Index
Due March 15, 2021

RISK FACTORS

An investment in the Notes entails significant risks. You should carefully consider the risks related to the Notes
and whether these Notes are suited to your particular circumstances before deciding to purchase them. The Notes are
not an appropriate investment for you if you are not knowledgeable about significant elements of the Notes or financial
matters in general. In addition, we urge you to consult with your investment, legal, accounting, tax and other advisors
with respect to any investment in the Notes.

Credit Risk

The Notes are issued by RBS N.V. and guaranteed by RBS Holdings N.V., RBS N.V.'s parent company. As a
result, investors in the Notes assume the credit risk of RBS N.V. and that of RBS Holdings N.V. in the event that RBS
N.V. defaults on its obligations under the Notes. This means that if RBS N.V. and RBS Holdings N.V. fail, become
insolvent, or are otherwise unable to pay their obligations under the Notes, you could lose some or all of your initial
principal investment.

Although We Are a Bank, the Notes Are Not Bank Deposits and Are Not Insured or Guaranteed by the Federal
Deposit Insurance Corporation, the Deposit Insurance Fund or any Other Government Agency

The Notes are our obligations but are not bank deposits. In the event of our insolvency the Notes will rank
equally with our other unsecured, unsubordinated obligations and will not have the benefit of any insurance or
guarantee of the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental
agency.

You May Not Earn Any Return on Your Investment after March 15, 2012

The interest payable on the Notes after March 15, 2012 will be based on the CPI Inflation Adjustment. For
each Interest Payment Period commencing on March 15, 2012, if there is a year-over-year decrease in the CPI, the
applicable interest rate for that Interest Payment Period may be equal to zero. As a result, you could receive little or no
interest payment on one or more of the Interest Payment Dates after March 15, 2012. If the sum of (a) the applicable
CPI Inflation Adjustment and (b) spread of 2.25% is constantly less than or equal to zero on each Interest
Determination Date over the term of the Notes, your return on the Notes will be limited to the interest payments
occurring on and prior to March 15, 2012.

We have no control over various matters, including economic, financial and political events, which may affect
the levels of the CPI, and thus the CPI Inflation Adjustment. You should have a view as to the CPI, and must be willing
to forgo guaranteed market rates of interest for most of the term of the Notes, before investing.

Your Return is Limited

The interest rate payable on the Notes will not be greater than 9.00% per annum regardless of the level of the
CPI. Accordingly, you will not benefit from any increase in the CPI Inflation Adjustment that is greater than the
difference between 9.00% and the spread of 2.25%.

The Return on the Notes May Be Lower Than the Return on a Conventional Debt Security with a Comparable
Maturity

After March 15, 2012, it is possible that the rate of interest for any Interest Payment Period will be 0.00%. This
will occur if the sum of (a) the applicable CPI Inflation Adjustment and (b) the spread of 2.25% is zero or a negative
number. Even if the CPI Inflation Adjustment is greater than such an amount, the resulting interest rate may be less
than returns otherwise payable on other debt securities with similar maturities.

In addition, while increases in the levels of the CPI will increase the monthly rate of interest payable on the
Notes after the first year of their term, changes in these levels will not increase the principal amount payable to you at
maturity. Even if interest is paid on the Notes after their first year, the yield that you receive on the Notes may be less
than the return you would earn if you purchased a conventional debt security with the same Maturity Date. As a result,
your investment in the Notes may not reflect the full opportunity cost to you when you consider factors that affect the
time value of money, including inflation.

7
http://www.sec.gov/Archives/edgar/data/897878/000095010311000978/dp21615_424b5-p... 3/11/2011

Page 9 of 24

THE ROYAL BANK OF SCOTLAND N.V.
Capped Fixed-to-Floating Rate Notes Linked to the Consumer Price Index
Due March 15, 2021

Liquidity Risk

The Notes will not be listed on any securities exchange. Accordingly, there may be little or no secondary
market for the Notes and information regarding independent market pricing of the Notes may be very limited or non-
existent. The value of the Notes in the secondary market, if any, will be subject to many unpredictable factors,
including then prevailing market conditions. We cannot predict how the Notes will trade in any secondary market or
whether that market will be liquid or illiquid. We cannot assure you that a trading market for your Notes will ever
develop or be maintained. There may be a limited number of buyers when you decide to sell your Notes, which may
affect the price you receive for your Notes or your ability to sell your Notes at all.

We anticipate that one or more of our affiliates will make a market in the Notes. Our affiliates may make
purchases and sales of the Notes from time to time in off-exchange transactions or pay post indicative prices for the
Notes in the secondary market on a designated website or via Bloomberg. However, none of our affiliates is required
to do so, and any of them may discontinue any market-making activities and may stop posting indicative prices at any
time. Further, any prices shown on any website or Bloomberg page are indicative prices only and, as such, there can
be no assurance that any trade could be executed at such prices.

If you sell your Notes before the Maturity Date, the price that you receive may be less than the original issue
price of the Notes or the price that you paid for them.

You Must Rely on Your Own Evaluation of the Merits of an Investment Linked to the CPI

In the ordinary course of their businesses, our affiliates may have expressed views on expected movements in
the CPI and related rates, and may do so in the future. These views or reports may be communicated to our clients
and clients of our affiliates. However, these views are subject to change from time to time. Moreover, other
professionals who deal in markets relating to the CPI and related rates may at any time have significantly different
views from those of our affiliates. For these reasons, you are encouraged to derive information concerning the CPI, the
CPI Inflation Adjustment and related rates from multiple sources, and you should not rely on the views expressed by
our affiliates. Neither the offering of the Notes nor any views which our affiliates from time to time may express in the
ordinary course of their businesses constitutes a recommendation as to the merits of an investment in the Notes.

The BLS, as Sponsor of the CPI, May Adjust the Calculation of the CPI in a Way That Affects Its Value, and the
BLS Has No Obligation to Consider Your Interests.

We cannot assure you that the BLS will not change the method by which it calculates the CPI in a way that
reduces the level of the CPI. Similarly, the BLS may alter, discontinue, or suspend calculation or dissemination of the
CPI. Any of these actions could adversely affect the value of the Notes. The BLS will have no obligation to consider
your interests in calculating or revising the CPI.

Secondary Market Prices for the Notes, if any, Will Be Affected By Various Unpredictable Factors, and May Be
Less than the Principal Amount of the Notes

It is important to note that there are many factors outside of our control that may affect the secondary market
value of the Notes. A number of these factors are interrelated in complex ways. As a result, the effect of any one
factor may be offset or magnified by the effect of another factor. Such factors include, but are not limited to, those
described below. The following paragraphs describe the expected impact on the market value of the Notes from a
change in a specific factor, assuming all other conditions remain constant:

·
The level of the CPI. We expect that the market value of the Notes will depend substantially on the level
by which the CPI changes from year to year. In addition, because the interest rate payable on the Notes
is capped at the Maximum Interest Rate of 9.00% per annum, we do not expect that the Notes will trade
in any secondary market at a price that is greater than a price that reflects the cap.

·
Changes in the levels of interest rates may affect the market value of the Notes. In general, if U.S.
interest rates increase, we expect that the market value of the Notes will decrease, and conversely, if
U.S. interest rates decrease, we expect that the market value of the Notes will increase. The level of
interest rates

8
http://www.sec.gov/Archives/edgar/data/897878/000095010311000978/dp21615_424b5-p... 3/11/2011

Page 10 of 24

THE ROYAL BANK OF SCOTLAND N.V.
Capped Fixed-to-Floating Rate Notes Linked to the Consumer Price Index
Due March 15, 2021

in the United States may affect the U.S. economy and, in turn, the level of the CPI. Changes in
prevailing interest rates may decrease the level of the CPI, which decrease the market value of the
Notes.

·
Volatility of the CPI. Volatility is the term used to describe the size and frequency of market fluctuations.
The level of the CPI has had periods of significant volatility. The volatility of the level of the CPI during
the term of the Notes may vary. Increases or decreases in the volatility of the CPI may have an adverse
impact on the market value of the Notes.

·
Economic and other conditions generally. General economic conditions in the United States, U.S.
monetary and fiscal policies, inflation, and other financial, political, regulatory, and judicial events may
affect the levels of the CPI. These factors are interrelated in complex ways, and may adversely affect the
levels of the CPI and the market value of your Notes.

·
Time to maturity. We anticipate that the Notes may have a market value that may be different from that
which would be expected based on the levels of interest rates and the CPI. This difference will reflect a
time premium due to expectations concerning the CPI during the period before the Maturity Date. In
general, as the time remaining to maturity decreases, the value of Notes will approach a value that
reflects the remaining interest payments on the Notes based on the then-current CPI and the CPI
Inflation Adjustment levels.

Some or all of these factors will influence the price that you will receive if you sell your Notes in the secondary
market, if any, prior to maturity. Thus, if you sell your Notes before maturity you may not receive back your
entire principal amount.

Consumer Prices May Change Unpredictably, Affecting the Level of the CPI and the Market Value of the Notes
in Unforeseeable Ways

Market prices of the consumer items underlying the CPI may fluctuate based on numerous factors, including:
changes in supply and demand relationships; weather; agriculture; trade; fiscal, monetary, and exchange control
programs; domestic and foreign political and economic events and policies; disease; technological developments; and
changes in interest rates. These factors may affect the level of the CPI and the market value of the Notes in varying
ways. Different factors may cause the level of the CPI to move in inconsistent directions and rates.

The Inclusion of Commissions and Cost of Hedging in the Issue Price is Likely to Adversely Affect Secondary
Market Prices

The issue price of the Notes includes commissions paid with respect to the Notes, as well as the costs
associated with hedging our obligations under the Notes. As a result, the market value of the Notes on the pricing
date, as determined by reference to pricing models used by the selling agents, may be significantly less than the issue
price. Assuming no change in market conditions or any other relevant factors after the pricing date, the price, if any, at
which the selling agents, any of our affiliates or another purchaser may be willing to purchase Notes in secondary
market transactions will likely be lower than the issue price of the Notes, since the issue price included, and secondary
market prices are likely to exclude, commissions paid with respect to the Notes, as well as the costs associated with
hedging our obligations under the Notes. In addition, any such secondary prices may differ from values determined by
reference to pricing models used by the selling agents. Further, if you sell your Notes before maturity, you will likely be
charged a commission for secondary market transactions, or customary bid and asked spreads. If you sell your Notes
before the Maturity Date, the price that you receive may be less than the original issue price of the Notes or the price
that you paid for them.

Changes in Our Credit Ratings Are Expected to Affect the Value of the Notes.

Our credit ratings are an assessment of our ability to pay our obligations. Consequently, real or anticipated
changes in our credit ratings may affect the market value of the Notes. However, because your return on the Notes
depends upon factors in addition to our ability to pay our obligations, an improvement in our credit ratings will not
reduce the other investment risks related to the Notes. Credit ratings do not reflect interest rate risk, which we discuss
above. Credit ratings also do not address the price, if any, at which the Notes may be resold prior to maturity (which
may be substantially less than the issue price of the Notes), and they are not recommendations to buy, sell or hold the
Notes.

9
http://www.sec.gov/Archives/edgar/data/897878/000095010311000978/dp21615_424b5-p... 3/11/2011