Placing Details

Royal Bank of Scotland Group PLC
06 May 2004

The Royal Bank of Scotland Group plc
5 May 2004

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,
CANADA OR JAPAN



The Royal Bank of Scotland Group plc ('RBS')

PLACING OF NEW ORDINARY SHARES BY RBS SUCCESSFULLY COMPLETED

OFFER PRICE SET AT 1620 PENCE PER NEW ORDINARY SHARE

Further to the announcement made on 4 May 2004 regarding the placing of New
Ordinary Shares in RBS to finance in part the acquisition of Charter One
Financial, Inc., the placing price and the size of the issue have now been
determined following the completion of the bookbuilding process.

RBS confirms that 156,038,000 New Ordinary Shares have been placed at 1620 pence
per New Ordinary Share.  Based on this price, approximately £2.5 billion has
been raised. The New Ordinary Shares being issued represent approximately 5.25
per cent of RBS's issued ordinary share capital prior to the placing.

Application has been made for, and the placing is conditional on, admission of
the New Ordinary Shares to listing on the Official List of the UK Listing
Authority and to trading on the London Stock Exchange prior to 14 May 2004.  It
is expected that admission will become effective on Tuesday 11 May 2004.

Fred Goodwin, Group Chief Executive, said 'We are very pleased to have received
support from our shareholders and look forward to delivering the value from the
transaction.'

Enquiries:

The Royal Bank of Scotland Group plc

Media:

Carolyn McAdam                                Tel:         [phone]
Group Communications                          Mob:         [phone]

Investor Relations

Richard O'Connor                              Tel:         [phone]
Head of Investor Relations                    Mob:         [phone]

This announcement has been issued by and is the sole responsibility of RBS.
Merrill Lynch International, Goldman Sachs International and UBS Limited are
each acting for RBS and no one else in relation to the placing and will not be
responsible to anyone other than RBS for providing the protections afforded to
their customers nor for providing advice in relation to the placing.

This announcement does not constitute a public offer under any applicable
legislation or an offer to sell or solicitation of an offer to buy any
securities or financial instruments or any advice or recommendation with respect
to such securities or other financial instruments either in the United States or
elsewhere.  The information contained herein is not for publication or
distribution to persons in the United States.  The New Ordinary Shares have not
been and will not be registered under the U.S. Securities Act of 1933 ('the
Securities Act') and may not be offered or sold in the United States unless they
are registered with the U.S. Securities and Exchange Commission or pursuant to
an exemption from the registration requirements of the Securities Act.  There
will be no public offering of the New Ordinary Shares in the United States.

Merrill Lynch International, as stabilising manager, on behalf of itself and
Goldman Sachs International and UBS Limited as joint bookrunners, has an over
allotment option pursuant to which it may require RBS to allot and issue up to
£250 million of additional RBS ordinary shares at the placing price (comprising
15,432,000  shares).

Stabilisation/FSA


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