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    UPDATE 3-RBS prepares for UK to start selling shares in 2014

    * RBS readies for UK stake sale in two years - Chairman

    Hampton

    * Sale could include an offer for small investors - Hampton

    * RBS quits asset insurance scheme, says protection not

    needed

    * APS exit key step in returning RBS back to private sector

    -Osborne

    * RBS shares up 2 pct

    LONDON, Oct 17 (Reuters) - State-controlled Royal Bank of

    Scotland is preparing for the British government to

    start selling its shares in the bank in two years, its chairman

    said on Wednesday.

    "The exercise we're engaged in at the moment is to get the

    business into a shape that is most attractive for an offer for

    sale to the British public and internationally, probably, in

    2014," Philip Hampton told Reuters.

    The government owns 82 percent of RBS after rescuing the

    bank with 45 billion pounds ($73 billion) of capital pumped in

    when it neared collapse in 2008. The timing of any sale will be

    up to the Treasury.

    Hampton said the structure of the sale would also be up to

    the government, but there could be an offer to smaller

    investors.

    "We won't necessarily just be targeting sophisticated

    investors. We'll be targeting the public. The bank needs to be

    appropriately positioned for that," he said on the sidelines of

    the British Bankers' Association's annual conference.

    Hampton's comments came hours after RBS pulled out from a

    government plan that insured its riskiest loans, clearing an

    important hurdle on its bumpy way to freeing itself from state

    control.

    RBS will withdraw from the scheme as the protection is no

    longer needed, saving it 125 million pounds each quarter in

    insurance fees.

    The company was forced to take the insurance as part of the

    state rescue four years ago, which left the government with an

    82 percent stake.

    It needs to show the bank has returned to good health, is

    less risky and has resolved several technical issues before the

    stake can realistically be reduced, investors and analysts said.

    "The government's strategy remains to return RBS to the

    private sector when it is value for the taxpayer to do so. Today

    is a step in that direction," said finance minister George

    Osborne.

    The government is sitting on a 20 billion pound loss on RBS

    and could sell a first tranche of shares at a loss, but there

    are several more milestones to pass before that is likely.

    "My betting is first placement prior to (the) next election

    (in 2015) but it's a fluid situation," said one of the 10

    biggest investors in the bank, who asked not to be named.

    BUMPS IN ROAD

    RBS has paid the minimum required premiums of 2.5 billion

    pounds ($4 billion) since joining the UK Government's Asset

    Protection Scheme (APS) in 2009.

    The news was widely expected, but welcomed and RBS shares

    closed up 2.2 percent at 286.1 pence, one of the strongest gains

    made by European bank shares.

    "This is positive news as it had been rumoured over the

    summer that the exit might be delayed into 2013," said the

    institutional investor in regard to the APS exit. "There is a

    small additional positive today in that there are no onerous

    conditions attached."

    The specially designed insurance scheme capped potential

    losses on 282 billion pounds of RBS's most toxic assets after

    the 2008 bailout.

    For the UK to start selling RBS shares the bank still needs

    to complete a complex capital restructuring, parts of which

    require approval from European regulators.

    It would involve getting rid of a dividend access share -

    which gives the government the right to an enhanced dividend

    payout and could cost the bank about 1.8 billion pounds - and

    converting the government's B shares into ordinary shares.

    The bank could also look to sell its U.S. business Citizens,

    and use the proceeds to buy back some of the government's

    shares, analysts said.

    Those steps would improve the government's chances of

    selling RBS shares, creating a well capitalised bank with a

    clear UK focused strategy. That could appeal to a sovereign

    wealth investor such as Qatar, although the full turnaround is

    likely to take many more years, analysts said.

    The bank continues to hit bumps. It last week successfully

    sold a first tranche of shares in its insurance arm Direct Line

    , but days later its 1.65 billion-pound deal to sell 316

    bank branches to Spain's Santander collapsed.

    It has to restart the sales process and may only get half

    that amount from a new buyer.

    RBS is also under investigation by the U.S. and UK

    authorities over the Libor interest rate-rigging scandal and

    possible breaches of U.S. economic sanctions against Iran.

    Those issues are threatening to overshadow the turnaround

    driven by Chief Executive Stephen Hester, who said earlier this

    month that there was "about 15 months of heavy lifting still to

    do" under its recovery plan.