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Citizens Financial Group, Inc. to acquire GreatBanc, Inc.

Charter One becomes 4th largest commercial bank in the Chicago region

PROVIDENCE, R.I.  (October 30, 2006) - Citizens Financial Group, Inc., parent company of Charter One Bank, and GreatBanc, Inc. today announced a definitive agreement through which Citizens will acquire GreatBanc, Inc. in a cash transaction for approximately $180 million, representing a premium to deposits of just over 12.5%.  This transaction continues Citizens’ expansion in Illinois and will deepen its presence in the greater Chicago marketplace.

GreatBanc, Inc., with total assets of $1.2 billion, is headquartered in Lisle, Illinois.  GreatBanc, Inc. is a bank holding company with three community banking subsidiaries including GreatBank, GreatBank Chicago, and First National Bank.   GreatBanc, Inc. operates 10 banking locations and 14 ATMs throughout Cook, McHenry and Will counties. This transaction expands Charter One’s presence in Chicago, Skokie and Evanston and provides entry into the towns of Olympia Fields, Chicago Heights, Frankfort, Cary and Algonquin.  With this transaction, Charter One becomes the fourth-largest commercial banking operation in the greater Chicago area.

“Chicago is an important growth market for us, and the acquisition of GreatBanc will deepen Charter One’s presence throughout Chicago,” said Lawrence K. Fish, Chairman and CEO of Citizens Financial Group. “Over the last two years, Charter One has significantly grown its retail, small business, and commercial banking and has invested deeply in the neighborhoods we serve.”

“At GreatBanc, we are proud of the quality banking franchise built by our team of dedicated employees, “said Roger L. Weston, Chairman & CEO of GreatBanc, Inc. “Charter One is a unique institution, combining the products and offerings of a large institution, with the services and management of an outstanding community bank.  This is a “win-win” for everyone.”

The transaction, subject to customary conditions, including regulatory approval, is expected to be completed in the first quarter of 2007.

Citizens Financial Group, Inc. is a $164 billion commercial bank holding company. It is headquartered in Providence, R.I., and has more than 1,600 branches, approximately 3,200 ATMs and 26,000 employees. It operates its 13-state branch network as Citizens Bank in Connecticut, Delaware, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island and Vermont, and as Charter One Bank in Illinois, Indiana, Michigan and Ohio and has non-branch retail and commercial offices in about 40 states. Citizens is the eighth-largest commercial banking company in the United States ranked by deposits and ninth ranked by assets as of March 31, 2006. Citizens is owned by RBS (The Royal Bank of Scotland Group plc).


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