Statement re RBS Shares

Banco Santander Central Hispano SA
09 September 2004


   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
                 STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN

Statement by Banco Santander Central Hispano, S.A. ('Banco Santander') regarding
 the placing of ordinary shares in The Royal Bank of Scotland Group plc ('RBS')
                               by Banco Santander

Further to the announcement this morning, Banco Santander announces that Merrill
Lynch International has placed, on its behalf, 79,000,000 ordinary shares of 25p
each in RBS at a price of £15.50 per share, with institutional investors. The
over-allotment option over 10,000,000 shares has been exercised in full.

The shares being placed represent approximately 2.51 per cent. of the issued
ordinary share capital of RBS. Following the share placing, Banco Santander will
hold 79.8 million ordinary shares in RBS (representing approximately 2.54 per
cent. of the issued ordinary share capital of RBS). The resulting capital gain
for Banco Santander on the disposal of these shares is approximately Euro 472
million, net of fees and expenses and based on the Euro/Sterling exchange rate
of 1.50545. Banco Santander will use the proceeds of the placing for general
corporate purposes. Banco Santander has agreed not to sell any further shares in
RBS for a period of 90 days after completion of the share placing, except with
the prior consent of the placing bank.

The securities referenced herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not
be offered or sold in the United States or to, or for the account or benefit of,
U.S. persons absent registration or an applicable exemption from the
registration requirements of the Securities Act. This announcement does not
constitute an offer of securities for sale in the United States or in any other
jurisdiction.

Enquiries:

Banco Santander:
Keith Grant (Head of International Media) [phone]
Peter Greiff                              [phone]

The Maitland Consultancy:                 [phone]
Angus Maitland
Martin Leeburn
Philip Gawith


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