Subsidiary Final Results

Royal Bank of Scotland Group PLC
27 February 2003

The Royal Bank of Scotland Group plc 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 years ended December 31,
2002 and December 31, 2001 based on U.K. GAAP and U.S. GAAP were as follows:

               $ In Millions                          Year Ended
                                                      December 31
                                                  2002              2001
                 U.K. GAAP                       $1,151             $720
                 U.S. GAAP                       $1,092             $703



      Citizens reports 10th consecutive year of record growth and earnings

       Double-digit organic growth; cash operating earnings increase 52%

FOR IMMEDIATE RELEASE

February 27, 2003

PROVIDENCE, RI - Citizens Financial Group, Inc. ('Citizens') today reported
record cash operating earnings of $724 million for the year 2002, up 52% from
$475 million for 2001. This was the company's tenth consecutive year of record
cash operating earnings. The earnings for 2002 include the full year impact of
the purchase of the retail, small business and certain middle market commercial
banking businesses of Mellon Financial Corporation on December 1, 2001.

At December 31, 2002, Citizens' total assets were $62.3 billion compared with
$53.1 billion at December 31, 2001, growth of 17%. Approximately 85% of this
asset growth was organic; the Medford acquisition accounted for the remainder.

Citizens had strong year over year organic loan and deposit growth. Deposits
increased 15%, or $5.9 billion; loans and leases, excluding consumer mortgages,
increased 20%, or $4.9 billion, both excluding the impact of Medford.

'Given the current economic environment, Citizens is particularly proud of our
strong performance in 2002,' said Lawrence K. Fish, Chairman, President and CEO
of Citizens Financial Group, Inc. 'Our team produced outstanding organic growth
in deposits and loans.'

'In the Mid-Atlantic region, the integration of our Mellon Bank acquisition is
complete, we are delivering the financial performance predicted and have grown
our customer base by approximately 16%,' said Fish. 'In New England, we
increased our number of customers in 2002 by roughly 11%. Organic growth, the
acquisition of Medford Savings Bank and the addition of more than 100
convenient, full service branches in Stop & Shop supermarkets over the past two
years have fueled this success.'

For the year, net interest income increased $678 million, or 58%, primarily due
to the impact of the Mellon transaction and strong organic loan and deposit
growth.

Noninterest income increased $245 million, or 55%, for 2002. In addition to the
aforementioned impact of the Mellon transaction, the growth in noninterest
income was driven by strong performance in Citizens' major business lines.

Noninterest operating expense was $1.3 billion for 2002, a $519 million increase
over 2001 primarily due to the Mellon transaction. This excludes the impact of
one-time merger and other costs and the amortization of goodwill and core
deposit intangible.

Citizens recorded pre-tax costs for amortization of goodwill and core deposit
intangible of $81 million for 2002 compared with $123 million for 2001. Citizens
recorded one-time merger and other costs of $186 million, $121 million after
tax, during 2002 connected with the Mellon and Medford transactions. Including
the impact of the one-time costs, one-time gains, amortization and cumulative
effect of accounting changes, net income was $545 million for 2002 and $319
million for 2001.

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

On October 15, 2002, Citizens completed the purchase of Medford Bancorp, Inc.,
the parent company of Medford Savings Bank. This transaction included $1.2
billion in deposits, 19 branches and 24 ATMs in eastern Massachusetts. The
Medford transaction had minimal impact on 2002 earnings.

On January 17, 2003, Citizens completed the purchase of Commonwealth Bancorp,
Inc., a $1.8 billion banking company headquartered in Norristown, Pennsylvania.
This transaction included 60 branches and 61 ATMs and is Citizens' first
introduction into the Reading, Pennsylvania market.

Following the January 2003 acquisition of Commonwealth, Citizens Financial
Group, Inc. is a $64 billion commercial bank holding company. It is
headquartered in Providence, RI, and now has more than 850 offices,
approximately 1,700 ATMs and more than 15,000 employees in seven states. It
operates as Citizens Bank in Connecticut, Delaware, Massachusetts, New
Hampshire, New Jersey, Pennsylvania, and Rhode Island. Citizens is one of the 20
largest commercial banks in the United States. Citizens is owned by The Royal
Bank of Scotland Group plc. Our website is citizensbank.com.



                          CONSOLIDATED BALANCE SHEETS

                                  (unaudited)
                                                                                      DECEMBER 31,
 ( In Millions)                                                            2002                             2001
 Assets
   Cash and due from banks                                               $1,692                           $1,126
   Short-term investments                                                   132                              371
   Securities                                                            22,930                           19,256
   Loans and leases                                                      30,852                           26,008
           Less:  Allowance for possible credit                             428                              425
losses
   Net loans and leases                                                  30,424                           25,583

   Goodwill and core deposit intangible                                   4,361                            4,205
   Other assets                                                           2,771                            2,571
          Total assets                                                  $62,310                          $53,112

 Liabilities and Stockholder's  Equity

   Deposits                                                             $46,852                          $39,865
   Borrowed funds                                                         7,948                            6,909
   Other liabilities                                                        966                              608

          Total liabilities                                              55,766                           47,382

   Stockholder's  equity                                                  6,544                            5,730

          Total liabilities and stockholder's equity                    $62,310                          $53,112



                        CONSOLIDATED STATEMENT OF INCOME

                                  (unaudited)
                                                                                   YEAR ENDED DECEMBER 31,

 (In Millions)                                                                2002                          2001

Net interest income                                                 $        1,849                  $      1,171
Provision for credit losses                                                    111                            96
Net interest income after provision for credit losses                        1,738                         1,075
Noninterest income                                                             692                           447
 Noninterest expense
     Operating                                                               1,338                           819
     Amortization of goodwill and core deposit intangible                       81                           123
 Total noninterest expense                                                   1,419                           942
Earnings before income taxes                                                 1,011                           580
 Income taxes                                                                  345                           215
 Net income-operating                                                          666                           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                                    121                            53
 Net Income                                                                    545                           319
Cash basis and one-time adjustment, net of tax                                 179                           156

Cash basis-operating earnings                                      $           724                $          475



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