Untitled Document


EXHIBIT 4.5.1



  VARIATION AGREEMENT dated                                                   2002

BETWEEN

	(1)	NATIONAL WESTMINSTER BANK Plc whose registered office is at
      135

      Bishopsgate, London, EC2M 3UR ("NatWest"); and
	 	 
	(2) 	GORDON PELL of Mulsanne Farm, Nightingales Lane, Chalfont
      St Giles,

      Buckinghamshire, HP8 4SQ (the "Executive")
	 	 
	WHEREAS
	 	 
	(A)	The Executive is employed by NatWest under the terms of a
      service agreement dated 5th January 2000 as varied by a Variation Agreement
      dated 6th March 2000 (the "Service Agreement").
	 	 
	(B)	The parties wish to amend the Service Agreement so that NatWest
      will employ

      the Executive and the Executive shall serve NatWest on amended terms and

      conditions.
	 	 
	NOW THEREFORE IT IS AGREED AS FOLLOWS:
	 	 
	1.	 Interpretation

       Capitalised words and expressions used in this Agreement which are not
        otherwise defined herein shall have the meanings ascribed to them in the
        Service Agreement.

	 	 
	2.	Variations

       The parties agree that the Service Agreement shall, with effect from
        1 January 2002 be varied as follows:

	 	 
	 	(i)	Clause 5.9 shall be deleted.
	 	 
	 	(ii)	Clauses 5.2 and 5.3 shall be deleted and replaced
      with the following words as a new clause 5.2:
 
 “(a) The
        Royal Bank of Scotland plc operates a flexible compensation and benefits
        package called RBSelect. NatWest shall procure the provision of RBSelect
        to the Executive. The Salary Element forms part of the Executive’s Value
        Account under RBSelect and is used to calculate certain benefits such
        as pension, Profit Share and any discretionary bonus payment or any other
        payment directly linked to salary.

       (b) The Salary Element would also be used to calculate severance payments
        including redundancy.

       (c) Value Account is £522,917, which includes a Salary Element of
        £500,000 per annum. Full details of the RBSelect are contained in
        The Royal Bank of Scotland’s guidebook in relation to the scheme.

       (c) The Executive’s Value Account less the cost of any benefits elected
        through RBSelect will be paid monthly on the 18th day of each month (or
        on the last preceding working day where the 18th day falls on a weekend)
        and shall be at the absolute discretion of the Remuneration Committee
        subject to review annually on the 1st day of April of each year or any
        other day approved by the Remuneration Committee with any adjustments
        having immediate effect. Such a review will not result in a reduction
        in salary but neither the review nor the result of any previous review
        will imply that an increase will be made.

        

        (d) All remuneration payable in cash to the Executive under this Agreement
        shall be credited to a bank account to be maintained by the Executive
        with NatWest (or such other UK banking entity within the Group as the
        Executive may nominate).” 

	 	 	 
	3.	Effect

       Save as expressly varied hereby, the provisions of the Service Agreement
        shall remain in full force and effect in accordance with its terms.

	 	 
	4.	Governing Law

       The terms of this Agreement shall be governed by and construed in all
        respects in accordance with the laws of England and Wales and the parties
        submit to the exclusive jurisdiction of the English Courts as regards
        any claim or matter arising under this Agreement.




  

	SIGNED for and on behalf
      of

      NATIONAL WESTMINSTER BANK Plc 

      by MILLER ROY MCLEAN, Secretary 

      at Edinburgh

      on 26 April 2002

      before the undernoted witness:	/s/ Miller Roy McLean
	 	 
	Witness

        Full Name 

        Address

      Occupation
	 
	 	 
	SIGNED by the said GORDON PELL 

      at London

      on 22 May 2002

      before the undernoted witness:	/s/ G Pell
	 	 
	Witness

      Full Name 

      Address 

      

      

      Occupation 	

      MRS. D S BATEMAN 

      54 Inks Green 

      Catingford London E4 9EL

      

      Secretary 	

      /s/ D S Bateman