Issue of Equity

Royal Bank of Scotland Group PLC
10 May 2005

THE ROYAL BANK OF SCOTLAND GROUP PLANS

US DOLLAR PREFERENCE SHARE ISSUE

10th May 2005

Following the redemption of the Series 2 US Dollar Stock Settled preference
shares on 31st March 2005, The Royal Bank of Scotland Group plc ('the Group') is
pleased to announce that it intends to issue Category II Non-cumulative Dollar
Preference Shares to be designated Series N ('the Series N Dollar Preference
Shares'), which will be issued in the form of American Depositary Receipts ('the
Series N ADRs') in the United States, at a subscription price of US$25.00 per
share.

The Series N Preference Shares will be issued under a Form F-3 Shelf
Registration Statement which the Group has filed with the Securities and
Exchange Commission, Washington, D.C. and which provides for the offer and sale
from time to time of, among other things the Group's dollar preference shares.

Application will be made to list the Series N ADRs on the New York Stock
Exchange. The Series N Preference Shares are expected to qualify as Tier One
capital.

The Group is being advised in connection with the issue by Merrill Lynch & Co
who are also acting with Citigroup Global Markets, Inc, Morgan Stanley, RBS
Greenwich Capital, UBS Securities LLC, and Wachovia Securities as managers.

The proceeds of the issue of the Series N Preference Shares will be used to
further strengthen the Group's capital base and for general corporate purposes.

This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Series N Preference Shares
in any State of the US in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the Securities Laws of
any such State. Further, no Series N Preference Shares will be offered to the
public in the UK.



For further information, please contact;

The Royal Bank of Scotland Group plc
Fred Watt                                             Ron Huggett

Group Finance Director                                Capital Raising Director

42 St Andrew Square                                   280 Bishopsgate

Edinburgh                                             London

EH2 2YE                                               EC2M 4RB

Tel: [phone]                                    Tel: [phone]



Siddharth Prasad

Managing Director

Merrill Lynch International

2 King Edward Street

Canary Wharf

London

EC1A 1HQ

Tel: [phone]



Stabilisation FSA


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