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The Royal Bank of Scotland Group Agrees Price US$925 Million Preference Share Issue

19 August 2004

The Royal Bank of Scotland Group plc ("the Group") is pleased to announce the pricing of 37,000,000 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, with a coupon of 6.40%.

Non-cumulative preferential dividends on the Series M Dollar Preference Shares will be payable in US dollars quarterly in arrears on 31 March, 30 June, 30 September and 31 December, at a rate of US$1.60 annually per Series M Dollar Preference Share. The Series M Dollar Preference Shares can be redeemed in whole or in part at any time on or after September 30, 2009 at US$25.00 per share, plus accrued dividends for the then-current dividend period.

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.

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.

Further information:

The Royal Bank of Scotland Group plc

Fred Watt
Group Finance Director
42 St Andrew Square
Edinburgh
EH2 2YE
Tel: 0131 523 5171

Ron Huggett
Capital Raising Director
280 Bishopsgate
London
EC2M 4RB
Tel: 020 7375 4925

Citigroup

Alan Patterson
Managing Director
Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
Canary Wharf
London
E14 5LB
Tel: 020 7986 8990