Director Shareholding

Royal Bank of Scotland Group PLC
09 May 2005

                                  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 and Spouse

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Adam & Company Nominees Limited

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 and Spouse

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

7. Number of shares / amount of stock acquired
5,895 - Self
350 - Spouse

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
£16.32

13. Date of transaction
9 May 2005

14. Date company informed
9 May 2005

15. Total holding following this notification
257,061

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




18. Period during which or date on which exercisable




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




20. Description of shares or debentures involved: class, number




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




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




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
9 May 2005

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for loss of business or loss of profits) arising in contract, tort or otherwise
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