Issue of Conv. Securities

Royal Bank of Scotland Group PLC
13 June 2003

THE ROYAL BANK OF SCOTLAND GROUP PLANS

US$300 MILLION EXCHANGEABLE CAPITAL ISSUE


The Royal Bank of Scotland Group plc ('the Group') intends to issue 12 million
Exchangeable Capital Securities (the 'Capital Securities'), to be designated
Series B at a subscription price of US$25.00 per Capital Security. The Capital
Securities are exchangeable at our option into preference shares with a
liquidation preference of $25.00 per preference share, issued by us, which will
be represented by American Depository Shares.

The Series B Capital Securities will be issued under the Group's Shelf
Registration Statement, which has been declared effective by the Securities and
Exchange Commission, Washington, D.C., and provides for the offer and sale from
time to time of up to US$7 billion aggregate initial offering price of debt
securities (including capital securities), preference shares, and certain other
securities.

Application will be made to list the Series B Capital Securities on the New York
Stock Exchange but no application will be made to list the Series B Capital
Securities on the London Stock Exchange. It is expected that the Financial
Services Authority will confirm that Series B Capital Securities will qualify as
Upper Tier Two Capital.

The Group is being advised in connection with the issue by Citigroup Global
Markets Inc who are also acting with, Lehman Brothers, Merrill Lynch, Morgan
Stanley, UBS, Prudential and Wachovia as Managers.

It is intended that the net proceeds from the issue of the Series B Capital
Securities will be used for general corporate purposes.

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 B Capital Securities
in any State of the United States in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
Securities Laws of any such State. No Series B Capital securities will be
offered to the public in the United Kingdom.

For further information, please contact:

The Royal Bank of Scotland Group plc

Fred Watt

Group Finance Director

42 St Andrew Square

Edinburgh

EH2 2YE

Tel: [phone]



Ron Huggett

Capital Raising Director

280 Bishopsgate

London

EC2M 4RB

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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