Issue: Convertible Securities

Royal Bank of Scotland Group PLC
17 June 2003



THE ROYAL BANK OF SCOTLAND GROUP AGREES PRICE OF

US$850 MILLION EXCHANGEABLE CAPITAL SECURITIES ISSUE

The Royal Bank of Scotland Group plc ('the Group') is pleased to advise that the
dollar Exchangeable Capital Securities issue which it announced on 13 June 2003
has been increased to US$850 million and has been fully subscribed. The issue
will comprise 34 million Exchangeable Capital Securities (the 'Capital
Securities'), to be designated Series B at a subscription price of US$25.00 per
Capital Security. The Capital Securities are exchangeable at our option into
preference shares with a liquidation preference of $25.00 per preference share,
issued by us, which will be represented by American Depository Shares.

The cumulative interest payments on the Series B Capital Securities will be
payable in US dollars quarterly in arrears on March 31, June 30, September 30,
and December 31 of each year, beginning on September 30, 2003, at a net rate of
US$1.43750 annually per Series B Capital Security.

The Group is being advised in connection with the issue by Citigroup Global
Markets Inc who are also acting with Lehman Brothers, Merrill Lynch, Morgan
Stanley, UBS, Prudential and Wachovia as Managers.

For further information, please contact:

The Royal Bank of Scotland Group plc

Fred Watt
Group Finance Director
42 St Andrew Square
Edinburgh
EH2 2YE
Tel: [phone]

Ron Huggett
Capital Raising Director
280 Bishopsgate
London
EC2M 4RB
Tel: [phone]

Citigroup

Michael Coppock
Director
Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
Canary Wharf
London
E14 5LB
Tel: [phone]

Stabilisation FSA


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