Over Allotment Option

Royal Bank of Scotland Group PLC
10 June 2004

The Royal Bank of Scotland Group plc
10 June 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 - EXERCISE OF OVER ALLOTMENT OPTION

Further to the announcement made on 5 May 2004 regarding the placing of
156,038,000 New Ordinary Shares in RBS at 1620 pence per New Ordinary Share, RBS
has received notice from Merrill Lynch International, as stabilising manager, on
behalf of itself and Goldman Sachs International and UBS Limited as joint
bookrunners, exercising the over allotment option granted to Merrill Lynch
International under the placing agreement entered into on 5 May 2004.

Merrill Lynch International has requested that RBS issue a further 8,962,000 New
Ordinary Shares (the 'Additional Shares') at the placing price of 1620 pence per
ordinary share under the over allotment option for an aggregate amount of
£145,184,400.  Application has been made for, and the issue and allotment of the
Additional Shares is conditional on, admission of the Additional Shares to
listing on the Official List of the UK Listing Authority and to trading on the
London Stock Exchange.  It is expected that admission will become effective on
15 June 2004.

Enquiries:

The Royal Bank of Scotland Group plc

Media:

Howard Moody                            Tel:       [phone]
Group Director, 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  The information contained herein is not for publication or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 Additional 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 Additional Shares in the United States.

Stabilisation/FSA




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