Director Shareholding

Royal Bank of Scotland Group PLC
20 December 2000

                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


        1) Name of company

        The Royal Bank of Scotland Group plc

        2) Name of director

        Sir George Ross Mathewson

        3) Please state whether notification indicates that it is in respect
        of
        holding of the shareholder named in 2 above or in respect of a
        non-beneficial interest or in the case of an individual holder if it
        is a holding of that person's spouse or children under the age of 18
        or in respect of a non-beneficial interest

        Self

        4) Name of the registered holder(s) and, if more than one holder, the
        number of shares held by each of them (if notified)

        Self

        5) Please state whether notification relates to a person(s) connected
        with the Director named in 2 above and identify the connected person
        (s)

        Self

        6) Please state the nature of the transaction. For PEP transactions
        please indicate whether general/single co PEP and if discretionary/non
        discretionary

        Exercise of Executive Share Option Shares - 1993, 1994 and 1995 Grants

        7) Number of shares/amount of
        stock acquired

        1993 Grant - 72,174

        1994 Grant - 46,349

        1995 Grant - 30,194

        8) Percentage of issued class

        -

        9) Number of shares/amount
        of stock disposed
        -

        10) Percentage of issued class
        -

        11) Class of security

        Ordinary Shares of 25p each

        12) Price per share

        -

        13) Date of transaction

        18 December 2000

        14) Date company informed

        19 December 2000

        15) Total holding following this notification

        240,729

        16) Total percentage holding of issued class following this
        notification

        -

        If a director has been granted options by the company please complete
        the following boxes

        17) Date of grant

        4 June 1993, 9 June 1994 and 9 June 1995


        18) Period during which or date on which exercisable

        4 June 1996 - 4 June 2003

        9 June 1997 - 9 June 2004

        9 June 1998 - 9 June 2005


        19) Total amount paid (if any) for grant of the option
        -

        20) Description of shares or debentures involved: class, number
        Ordinary Shares of 25p each

        21) Exercise price (if fixed at time of grant) or indication that
        price
        is to be fixed at time of exercise

        1993 Grant - £2.46

        1994 Grant - £3.98

        1995 Grant - £3.70


        22) Total number of shares or debentures over which options held
        following this notification

        532,517

        23) Any additional information

        24) Name of contact and telephone number for queries

        Hew Campbell, Head of Group Secretariat 0131 523 4711


        25) Name and signature of authorised company official responsible for
        making this notification

        Hew Campbell, Head of Group Secretariat

        Date of Notification 20 December 2000