Issue of Equity

Royal Bank of Scotland Group PLC
26 November 2002


The Royal Bank of Scotland Group plc
26 November 2002


THE ROYAL BANK OF SCOTLAND GROUP AND RBS CAPITAL TRUST B WILL ISSUE USD750
MILLION NON-CUMULATIVE TRUST PREFERRED SECURITIES

The Royal Bank of Scotland Group plc ('the Group') will issue USD750,000,000 of
Non-Cumulative Trust Preferred Securities ('the Securities') through RBS Capital
Trust B.

The Securities will be in denominations of USD1,000 and will pay a coupon of
6.80%.

Application has been made to list the Securities on the Luxembourg Stock
Exchange.

The Securities have not and will not be registered under the United States
Securities Act of 1933, as amended (the 'Securities Act'), or under any state
securities laws and may not be offered or sold in the United States, or to or
for the account or benefit of US persons (as defined under Regulation S under
the Securities Act) unless registered under the Securities Act or an exemption
from the registration requirements of the Securities Act is available. The
Securities are being offered and sold only to certain persons in transactions
outside the United States in compliance with Regulation S under the Securities
Act.

Merrill Lynch, Goldman Sachs International, The Royal Bank of Scotland and UBS
Warburg advised the Group in connection with the issue.

Fred Watt, Group Finance Director of The Royal Bank of Scotland Group commented:

'We are highly delighted with the response of Asian investors to this issue and
are pleased to be able to increase the size of the issue in response to
excellent demand. Asia is a relatively new market for the Group and as such
provides important investor diversification.'

A spokesman for the bookrunners commented:

'We are delighted to have lead managed this transaction which has been launched
with what we believe to be the lowest coupon ever achieved for a Tier I security
in the Asian market. The transaction benefited from strong investor momentum,
driven by RBS name recognition following a recent investor update tour of the
region and its strong credit story. This momentum lead to an oversubscribed
order book and allowed the bookrunners to price US$750mm at a coupon of 6.80%,
which represents the tighter end of initial expectations.'

Stabilisation FSA.


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
Drapers Gardens
12 Throgmorton Avenue
London
EC2N 2DL
Tel: [phone]

For Merril Lynch International;
Siddharth Prasad
Managing Director
Merrill Lynch Financial Centre
2 King Edward Street
London
EC1A 1HQ
Tel: [phone]

For Goldman Sachs International;
Shazia Azim
Executive Director
Peterborough Court
133 Fleet Street
London
EC4A 2BB
Tel: [phone]

For The Royal Bank of Scotland;
Gordon Taylor
Associate Director
135 Bishopsgate
London
EC2M 3UR
Tel: [phone]

For UBS Warburg;
Frank Kennedy
Managing Director
100 Liverpool Street
London
EC2M 2RH
Tel: [phone]


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