Compulsory Acquisition of Shares, etc

Royal Bank of Scotland Group PLC
13 March 2000


                  THE ROYAL BANK OF SCOTLAND GROUP plc ('RBS')
               OFFER FOR NATIONAL WESTMINSTER BANK Plc ('NATWEST')

Not for release, publication or distribution in or into Canada, Australia or
Japan

                         COMPULSORY ACQUISITION/
          REOPENING OF PARTIAL CASH ALTERNATIVE AND MIX AND MATCH ELECTION 

The Board of RBS announces that by 5.00 p.m. on 10 March 2000, it had received
valid acceptances in respect of or otherwise contracted to acquire
1,539,819,475 NatWest Ordinary Shares, representing approximately 92.14 per
cent. of the  NatWest Ordinary Shares to which the Increased Offer relates. 
Accordingly, RBS is today despatching compulsory acquisition notices under
section 429 of the Companies Act 1985 to the holders of NatWest Ordinary
Shares who have not yet accepted the Increased Offer. The transfer of the
compulsorily acquired NatWest Ordinary Shares is expected to take place on or
after 25 April 2000.

Under the compulsory acquisition procedure RBS is required to give dissenting
shareholders the same choices of consideration as originally applied under the
Increased Offer. Accordingly, RBS has decided to reopen the Partial Cash
Alternative and Mix and Match Election in accordance with the terms of the
Increased Offer until 3.00 p.m. on 7 April 2000. The Increased Offer will
close on 24 April 2000. The availability of the Partial Cash Alternative and
Mix and Match Election does not affect the entitlements of NatWest
shareholders who have already accepted the Increased Offer. 

Terms used in the Increased Offer Document dated 31 January 2000 shall (unless
the context requires otherwise) have the same meaning in this announcement.


ENQUIRIES:

The Royal Bank of Scotland Group plc
Howard Moody  
Telephone: [phone]


The Increased Offer is not being made in or into and is not capable of
acceptance in or from Canada, Australia or Japan. Custodians, nominees and
trustees should observe these restrictions and should not send or distribute
this document in, into or from Canada, Australia or Japan. A prospectus
meeting the requirements of the US securities laws and containing detailed
information about RBS and its management, as well as financial statements and
other appropriate documentation in connection with the Increased Offer and for
use in the United States, is available from RBS.

The relevant clearances have not been, nor is it intended that they will be,
obtained from the securities commission or similar authority of any province
or territory of Canada and no prospectus has been, nor is it intended that one
will be, filed or registration made under any security laws of any province or
territory of Canada, nor has a prospectus in relation to the New RBS Ordinary
Shares or the Loan Notes have been lodged, nor is it intended that one will be
lodged with, or registered by the Australian Securities Commission, nor have
any steps been taken, nor is it intended that any steps will be taken, to
enable the New RBS Ordinary Shares or the Loan Notes to be offered in
compliance with applicable securities laws of Japan. Accordingly, unless an
exception under applicable securities laws is available, or such steps are
consequently taken, neither the New RBS Ordinary Shares nor the Loan Notes may
be offered, sold, re-sold, transferred or delivered, directly or indirectly,
in, or into or from Canada, Australia or Japan or any other jurisdiction in
which the Offer of the New RBS Ordinary Shares or the Loan Notes would
constitute a violation of relevant laws or require registration thereof.