Capital raising

Royal Bank of Scotland Group PLC
16 August 2004


THE ROYAL BANK OF SCOTLAND GROUP PLANS

US DOLLAR PREFERENCE SHARE ISSUE

16th August 2004

The Royal Bank of Scotland Group plc ('the Group') is pleased to announce that
it intends to issue Category II Non-cumulative Dollar Preference Shares to be
designated Series M ('the Series M Dollar Preference Shares'), which will be
issued in the form of American Depositary Receipts ('the Series M ADRs') in the
United States, at a subscription price of US$25.00 per share.

The Series M Preference Shares will be issued under a Form F-3 Shelf
Registration Statement which the Group has filed with the Securities and
Exchange Commission, Washington, D.C. and which provides for the offer and sale
from time to time of, among other things the Group's dollar preference shares.

Application will be made to list the Series M ADRs on the New York Stock
Exchange. The FSA has confirmed that the Series M Preference Shares will qualify
as Tier One capital.

The Group is being advised in connection with the issue by Citigroup Global
Markets, Inc. who are also acting with Merrill Lynch & Co, Morgan Stanley, RBS
Greenwich Capital, UBS Securities LLC, and Wachovia Securities as managers.

The proceeds of the issue of the Series M Preference Shares will be used to
further strengthen the Group's capital base and for general corporate purposes.
A portion of the proceeds from this offering may be applied to finance in part
the acquisition of Charter One Financial Inc, which is expected to close by the
fourth quarter of 2004, subject to Charter One shareholder and regulatory
consents.

This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Series M Preference Shares
in any State of the US in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the Securities Laws of
any such State. Further, no Series M Preference Shares will be offered to the
public in the UK.



For further information, please contact;

The Royal Bank of Scotland Group plc
Fred Watt                                             Ron Huggett

Group Finance Director                                Capital Raising Director

42 St Andrew Square                                   280 Bishopsgate

Edinburgh                                             London

EH2 2YE                                               EC2M 4RB

Tel: [phone]                                    Tel: [phone]

Citigroup

Alan Patterson

Managing Director

Citigroup Global Markets Limited

Citigroup Centre

33 Canada Square

Canary Wharf

London

E14 5LB

Tel: [phone]




Stabilisation FSA


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