US$400 Million Pref Issue

Royal Bank of Scotland Group PLC
15 November 2000


THE ROYAL BANK OF SCOTLAND GROUP plc
15 November 2000

THE ROYAL BANK OF SCOTLAND GROUP PLANS
US$400 MILLION PREFERENCE SHARE ISSUE

The Royal Bank of Scotland Group plc ('The Group') intends to issue $400
million of non-cumulative perpetual non-call 5 year convertible dollar
preference shares to be designated Series 3 ('the Series 3 Dollar
Preference Shares'), with a nominal value of US$0.01 each.

The Series 3 Dollar Preference Shares will be represented by American
Depositary Shares ('the Series 3 ADSs') in the United States, at a
subscription price of US$1000.00 per share.

The Series 3 Dollar 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 up to US$2 billion aggregate initial offering
price of debt securities and/or non-cumulative dollar preference shares.

No application will be made to list the Series 3 Dollar Preference Shares
on the New York Exchange or on the London Stock Exchange.  It is expected
that the Financial Services Authority will confirm that the Series 3 Dollar
Preference Shares will qualify as Tier One Capital.

The Group is being advised in connection with the issue by Goldman, Sachs &
Co. and Merrill Lynch & Co.

The Group is also currently considering the issue of Sterling denominated
Preference Shares in the UK market and in this respect they are being
advised by The Royal Bank of Scotland, Financial Markets and UBS Warburg.

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 3 Dollar
Preference Shares 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 3
Dollar Preference Shares 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
Waterhouse Square
138-142 Holborn
London
EC1N 2TH
Tel : [phone]