Orders Issued under Bank Holding Company Act

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Orders Issued Under Section 4 of the Bank Holding Company Act

The Royal Bank of Scotland Group plc Edinburgh, Scotland

Order Approving Notice to Engage in Nonbanking Activities

The Royal Bank of Scotland Group plc ("RBSG"), a bank holding company within the meaning of the Bank Holding Company Act ("BHC Act"), has requested the Board's approval under sections 4(c)(8) and 4(j) of the BHC Act (12 U.S.C. [sections][sections] 1843(c)(8) and (j)) and section 225.24 of the Board's Regulation Y (12 C.F.R. 225.24) to retain its ownership interest in NatWest Group Holdings Corporation, New York, New York ("NatWest Holdings") and its subsidiaries, and thereby engage in the following activities:

(1) Extending credit and servicing loans, in accordance with section 225.28(b)(1) of Regulation Y (12 C.F.R. 225.28(b)(1));

(2) Arranging real estate equity financing, and acquiring debt in default, in accordance with section 225.28(b)(2) of Regulation Y (12 C.F.R. 225.28(b)(2));

(3) Leasing personal or real property, in accordance with section 225.28(b)(3) of Regulation Y (12 C.F.R. 225.28(b)(3));

(4) Providing financial and investment advisory services, in accordance with section 225.28(b)(6) of Regulation Y (12 C.F.R. 225.28(b)(6));

(5) Providing securities brokerage, riskless principal, private placement, futures commission merchant, and other agency transactional services, in accordance with section 225.28(b)(7) of Regulation Y (12 C.F.R. 225.28(b)(7));

(6) Underwriting and dealing in government obligations and money market instruments that state member banks may underwrite or deal in under 12 U.S.C. [sections][sections] 24 and 335 ("bank-eligible securities"), engaging as principal in investing and trading activities, and buying and selling bullion and related activities, in accordance with section 225.28(b)(8) of Regulation Y (12C.F.R. 225.28(b)(8));

(7) Data processing activities, in accordance with section 225.28(b)(14) of Regulation Y (12C.F.R. 225.28(b)(14));

(8) Underwriting and dealing in, to a limited extent, all types of debt and equity securities that a member bank may not underwrite or deal in, except for ownership interests in open-end investment companies ("bank-ineligible securities"); and

(9) Acting as a digital certification authority.(1)

Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (65 Federal Register 37,389 (2000)). The time for filing comments has expired, and the Board has considered the proposal and all comments received in light of the factors set forth in section 4 of the BHC Act.

NatWest Holdings is a wholly owned subsidiary of National Westminster Bank plc, London, England ("NatWest"). RBSG acquired its indirect ownership interest in NatWest Holdings in March 2000, as a result of its acquisition through a public tender offer of all the voting shares of NatWest.(2) RBSG and NatWest have not merged with each other and remain separate foreign banking organizations. RBSG received the Board's approval under section 4(c)(9) of the BHC Act to retain temporarily its indirect ownership interest in NatWest pending submission of this notice.

NatWest, with consolidated total assets of approximately $309.3 billion, is the third largest banking organization headquartered in the United Kingdom and the 28th largest in the world. NatWest operates a branch in New York, New York, and a representative office in Houston, Texas.(3)

Before its acquisition of NatWest, RBSG had consolidated total assets of approximately $133.7 billion, and was the seventh largest banking organization headquartered in the United Kingdom and the 60th largest banking organization in the world.(4) In light of its acquisition of NatWest, RBSG has consolidated total assets of approximately $442.9 billion and is the 14th largest banking organization in the world. …