Preference Share Issue

Royal Bank of Scotland Group PLC
7 December 2000


NOT FOR DISTRIBUTION IN THE UNITED STATES

THE ROYAL BANK OF SCOTLAND GROUP plc
AGREES PRICE ON GBP £200 MILLION PREFERENCE SHARE ISSUE

The Royal Bank of Scotland Group plc ('the Group') is pleased to announce the
pricing of GBP £200 million perpetual non-call 10 year convertible sterling
preference shares to be designated 'Series 1'.  The issue will comprise
200,000 Non-cumulative sterling preference shares of GBP£1,000 per share, with
a nominal value of GBP£0.01

The shares will be issued to the institutional market in the form of sterling
preference shares represented by a single registered Global Certificate.

Non-cumulative preferential dividends on the Series 1 sterling preference
shares will be payable in sterling annually in arrear on 31 December,
commencing on 31 December 2001, at a dividend rate of 7.387% per annum.

The Group is being advised in connection with the issue by the Royal Bank of
Scotland, Financial Markets and UBS Warburg, who are serving as joint book
runners.

Fred Watt, Group Finance Director commented:

'We are delighted with the extremely positive reaction to this transaction
from the sterling investor community. This is the first time the Group has
visited the sterling preference share market for a major issue and we are
pleased there has been such strong investor appetite for this transaction.'


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
Waterhouse Square
138-142 Holborn
London
EC1N 2TH
Tel: [phone]

Jim Kearney
Senior Vice President
RBS Financial Markets
020 7648 3095

UBS Warburg
Executive Director
Russell Maybury,
020 7568 3328

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This announcement does not constitute, or form part of, any offer of, or any
solicitation of an offer for, securities.  Any acquisition of, or
application for, shares in RBS in the proposed offerings should be made only
on the basis of information contained in the formal offering documents
relating to the relevant class of securities to be issued in connection with
the proposed offering.  This press release does not constitute an offer of
securities for sale in the United States. Securities may not be offered or
sold in the United States absent registration or an exemption from
registration. The Series 1 sterling preference shares are not being publicly
offered in the United States.

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7 December 2000