Conversion of Securities

Royal Bank of Scotland Group PLC
10 September 2004


THE ROYAL BANK OF SCOTLAND GROUP plc

5.75% EXCHANGEABLE CAPITAL SERCURITES, SERIES B

INVESTOR INFORMATION

On September 30, 2004, The Royal Bank of Scotland Group plc (the 'Company')
will, in accordance with the terms of the indenture relating to its $850,000,000
principal amount of 5.75% Exchangeable Capital Securities, Series B ('X-CAPS,
Series B'), exchange each $25 principal amount of X-CAPS, Series B for one
Non-cumulative Dollar Preference Share, Series L with a liquidation preference
of $25 ('Series L Dollar Preference Shares'). The Series L Dollar Preference
Shares will be in the form of American Depositary Shares evidenced by American
Depositary Receipts. Non-cumulative preferential dividends on the Series L
Dollar Preference Shares will accrue at the rate of $1.4375 per share annually,
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of each year, commencing December 31, 2004, when, as and if declared by the
Company's board of directors or a committee thereof. The Series L Dollar
Preference Shares will be redeemable at the Company's option at a redemption
price of $25 per share, plus the dividends otherwise payable for the
then-current quarterly dividend period accrued to the redemption date, beginning
after September 30, 2009. Application has been made to list the Series L Dollar
Preference Shares on the New York Stock Exchange under the symbol 'RBS Pr L'.

For further information, please contact:

The Royal Bank of Scotland Group plc

Ron Huggett

Capital Raising Director

5th Floor. 280 Bishopsgate

London EC2M 4RB

Tel: [phone]

Richard O'Connor

Head of Investor Relations

10th Floor. 280 Bishopsgate

London EC2M 4RB

Tel: [phone]

The Bank of New York, Trustee

Paul Pereira

The Bank of New York

One Canada Square

London E14 5AL

Tel: [phone]


                      This information is provided by RNS
            The company news service from the London Stock Exchange                   CD