Subsid's Final Results

Royal Bank of Scotland Group PLC
28 February 2002

The Royal Bank of Scotland Group plc ('RBSG') is pleased to attach a copy of the
results of Citizens Financial Group, Inc., its U.S. banking subsidiary.

The financial information contained in the attached release has been prepared in
accordance with accounting principles generally accepted in the United States of
America ('U.S. GAAP'). Citizens' operating earnings before taxation,
amortization of goodwill and core deposit intangible and their one-time costs of
their acquisitions and other one-time costs for the year ended December 31, 2001
based on U.K. GAAP and U.S. GAAP were as follows:-


$ In Millions                           Year Ended December 31

                                                  2001                 2000
U.K. GAAP                                         $720                 $535
U.S. GAAP                                         $703                 $561

28 February 2002

Contact:             Fred Watt                   Group Finance Director         020 7427 8412

                                                                                0131 523 2028

                    Grahame Whitehead            Deputy Group Finance Director  020 7427 9450

                                                                                0131 523 2970

                    Heather Campion              Public Relations               001 617 725 5825


                  Citizens reports record growth and earnings

Cash operating earnings increase 27%

PROVIDENCE, RI -- Citizens Financial Group, Inc. ('Citizens') today reported
record cash operating earnings of $475 million for the year 2001, up 27% from
$375 million for 2000. This was the company's ninth consecutive year of record
cash operating earnings.

Cash operating earnings exclude the amortization of intangible assets related to
various acquisitions, including goodwill and core deposit intangibles, one-time
merger and other costs, gains from the sale of business lines and the cumulative
effect of accounting change. This reporting is consistent with Citizens' parent,
The Royal Bank of Scotland Group plc.

On December 1, 2001, Citizens completed the purchase of the retail, small
business and certain middle market commercial banking businesses of Mellon
Financial Corporation. This transaction included 345 bank branches in
Pennsylvania, New Jersey and Delaware and the assumption of $14.4 billion in
deposits. The effect of the Mellon transaction had minimal impact on 2001
earnings results.

At December 31, 2001, Citizens' total assets were $53.1 billion compared with
$30.9 billion at December 31, 2000. The Mellon transaction on December 1, 2001
added assets of $17.5 billion, with New England assets growing by $4.7 billion
during 2001.

Between the announcement of the Mellon acquisition on July 17, 2001 and the
closing on December 1, 2001, deposits grew 7%, or $1 billion, in the
Mid-Atlantic area.

Excluding the impact of Mellon, Citizens had strong organic loan and deposit
growth. Loans and leases, excluding consumer mortgages, increased 13%, or $2.2
billion. Deposits increased 12%, or $2.6 billion.

'2001 was an extremely exciting and productive year for Citizens,' said Lawrence
K. Fish, Chairman, President and CEO of Citizens Financial Group, Inc. 'The
Mellon transaction is proving already that Citizens' dedication to a strong
local focus on our customers, in our communities and with our employees is a
winning strategy in all markets,' Fish said.

Net interest income increased $139 million, or 13%, for 2001. This was due
primarily to strong organic loan and deposit growth.

Noninterest income increased $67 million, or 18%, for 2001. The growth in
noninterest income is being driven by strong growth in Citizens' major business
lines.

Noninterest operating expense, which excludes the impact of one-time merger and
other costs and the amortization of goodwill and core deposit intangible, was
$819 million for 2001, a $27 million increase over 2000.

Citizens also recorded pre-tax costs for amortization of goodwill and core
deposit intangible of $123 million for 2001 compared with $116 million for 2000.
Citizens recorded one-time merger and other costs in 2001 of $82 million, $53
million after tax, connected with the December 1, 2001 Mellon transaction. In
2000, one-time merger and other costs of $61 million, $39 million after tax,
included the acquisition of UST Corp. on January 11, 2000. Including the impact
of the one-time costs, one-time gains, amortization and cumulative effect of
accounting change, net income was $319 million for 2001 and $230 million for
2000.

Citizens Financial Group, Inc., is a $53.1 billion commercial bank holding
company headquartered in Providence, RI. It operates as Citizens Bank in
Connecticut, Delaware, Massachusetts, New Hampshire, New Jersey, Pennsylvania,
and Rhode Island. Citizens is wholly owned by The Royal Bank of Scotland Group
plc. Combined, Citizens has more than 710 branches, more than 1,495 ATMs and
more than 12,000 employees in seven states. For more information, please contact
our website, citizensbank.com.





CITIZENS FINANCIAL GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)
                                                                                YEAR ENDED DECEMBER 31
                                                                              2001                  2000

(In Millions)

Net interest income                                                         $1,171                $1,032
Provision for credit losses                                                     96                    59
                                                                          --------              --------
Net interest income after provision                                          1,075                   973

for credit losses                                                         --------              --------
Noninterest income                                                             447                   380

Noninterest expense                                                            819                   792
    Operating

Amortization of goodwill and core deposit                                      123                   116
    intangible
                                                                          --------              --------
Total noninterest expense                                                      942                   908


Earnings before income taxes                                                   580                   445
Income taxes                                                                   215                   176
Net income-operating                                                      --------              --------
                                                                                                     269
                                                                               365
Cumulative effect of accounting change, net of tax                               1                     -
One-time gain from the sale of business line, net of tax                         6                     -
One-time merger and other costs, net of tax                                     53                    39
                                                                          --------              --------
Net income                                                                     319                   230
Cash basis and one-time adjustment, net of tax                                 156                   145
                                                                          --------              --------
Cash basis-operating earnings                                              $   475               $   375
                                                                             =====                 =====





CITIZENS FINANCIAL GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)
                                                                                     DECEMBER 31
                                                                              2001                  2000

(In Millions)
Assets

-------
Cash and due from banks                                               $      1,126            $      930
Short-term investments                                                         371                   189
Securities                                                                  19,256                 8,803

Loans and leases:                                                           26,008                17,790
Less: Allowance for possible credit losses                                     425                   296
                                                                       -----------             ---------
Net loans and leases                                                        25,583                17,494
                                                                       -----------             ---------
Goodwill and core deposit intangible                                         4,205                 1,988

Other assets                                                                 2,571                 1,524
                                                                       -----------           -----------
Total assets                                                             $  53,112             $  30,928
                                                                           =======               =======
Liabilities and Stockholder's Equity

-----------------------------------------
Deposits                                                                 $  39,865            $   22,541

Borrowed funds                                                               6,909                 4,938
Other liabilities                                                              608                   414
                                                                       -----------           -----------
Total liabilities                                                           47,382                27,893
                                                                       -----------           -----------
Stockholder's equity                                                         5,730                 3,035

                                                                       -----------           -----------
Total liabilities and stockholder's equity                              $   53,112             $  30,928

                                                                           =======               =======



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