8.1 Principal subsidiaries of the Royal Bank of Scotland Group plc

	Nature of business	Country of incorporation and principal area of operation	Group interest
The Royal Bank of Scotland plc	Banking	Great Britain		100	%
National Westminster Bank Plc(1)	Banking	Great Britain		100	%
Citizens Financial Group, Inc.	Banking	US		100	%
Coutts & Co(2)	Private banking	Great Britain		100	%
Greenwich Capital Markets, Inc.	Broker dealer	US		100	%
RBS Insurance Group Limited	Insurance	Great Britain		100	%
Ulster Bank Limited(3)	Banking	Northern Ireland		100	%
ABN AMRO Bank N.V.(4)	Banking	The Netherlands		38	%

Notes:

(1)	The company does not hold any of the NatWest preference shares in issue.

(2)	Coutts & Co is incorporated with unlimited liability. Its registered office is 440 Strand, London WC2R 0QS.

(3)	Ulster Bank Limited and its subsidiaries also operate in the Republic of Ireland.

(4)

RFS Holdings B.V. (RFS) owns 100% of the outstanding shares of ABN AMRO Holding N.V. (ABN AMRO). The company owns 38% of RFS; the balance of shares is held by the State of the Netherlands, successor to Fortis N.V., Fortis SA/NV, and Banco Santander S.A. (the consortium members). Although the company does not control a majority of the voting rights in RFS, through the terms of the Consortium and Shareholders’ Agreement and RFS’s Articles of Association, it controls the board of RFS and RFS is a subsidiary of the company. The capital and income rights of shares issued by RFS are linked to the net assets and income of the ABN AMRO business units which the individual consortium members have agreed to acquire.

The above information is provided in relation to the principal related undertakings as permitted by Section 231(5) of the Companies Act 1985. Full information on all related undertakings will be included in the Annual Return delivered to the Registrar of Companies for Scotland.