Acquisition

Royal Bank of Scotland Group PLC
30 September 2002

The Royal Bank of Scotland Group to acquire Commonwealth Bancorp Inc of US for
$450 million

Citizens Financial Group Inc., a wholly owned subsidiary of The Royal Bank of
Scotland Group plc, has agreed to acquire the entire issued share capital of
Commonwealth Bancorp Inc of the US in a cash transaction which values it at
around $450 million or $46.50 per share. This represents approximately 18 times
Commonwealth Bancorp's estimated cash earnings for 2002.

Commonwealth Bancorp is a Pennsylvania based commercial bank operating 60
branches, including 21 supermarket branches, in the greater Philadelphia area.
It has $1.8 billion in assets with $1.2 billion in loans, predominately consumer
loans and residential mortgages, and $1.5 billion in deposits, the quality of
which has been confirmed by due diligence.

The transaction is subject to approval of US regulators and Commonwealth Bancorp
shareholders and is expected to complete in the first quarter of 2003. The total
consideration will be funded from existing cash resources,

Fred Goodwin, Group Chief Executive, The Royal Bank of Scotland Group, said
'This is another tactical acquisition for us in the US, which is totally
consistent with our strategy for growing Citizens through low risk acquisitions
of retail banking franchises. The timing is good as it allows us to build on the
momentum created by the completion of the integration of Mellon's retail
franchise.

The purchase of Commonwealth Bancorp further strengthens Citizens' existing
geographic base and expands its presence in this important Mid-Atlantic region.
It will be integrated with the Citizens' platform. Commonwealth Bancorp's
current efficiency ratio of 60% provides opportunities for meaningful revenue
and cost synergies. We anticipate this acquisition will be earnings accretive
for shareholders from year one.'
 
For further information contact

Fred Watt, Group Finance Director                                  0131 523 2028
Carolyn McAdam, Head of Group Communications                       0131 523 2055
                                                                    07796 274968

Jonathan Atack, Head of Investor Relations                         0207 427 9574
                                                                    07876 145345

                      This information is provided by RNS
            The company news service from the London Stock Exchange