Exchange of Contracts

ROYAL BANK OF SCOTLAND GROUP PLC
2 AUGUST 1999

THE ROYAL BANK OF SCOTLAND AND THE BANK OF NEW YORK EXCHANGE CONTRACTS ON RBS
TRUST BANK

The Royal Bank of Scotland has exchanged contracts with The Bank of New York for
the acquisition by The Bank of New York of RBS Trust Bank, The Royal Bank of
Scotland's investor services subsidiary. The initial announcement of the
proposed transaction was made on 23 March 1999, and subject to regulatory
approval, the transfer of ownership is expected to be completed during September
1999.

Iain Robertson, Chief Executive, UK Bank, at The Royal Bank of Scotland, said:
'This is a further important stage in a deal which will ensure that customers of
RBS Trust Bank will be served by a company which is a global leader in the
provision of investor services.'

Thomas J. Perna, senior executive vice president, The Bank of New York, said:
'The acquisition of RBS Trust Bank supports our overall global strategy, which
is to offer technology-based solutions and the widest range of products to a
growing number of clients throughout Europe and the world.'

For further information, please contact:-
Peter Allen
Director, Finance and Administration,
Corporate and Institutional Banking
0171 427 9390