Pricing re Preference Share Issues

Royal Bank of Scotland Group PLC
29 February 2000


NOT FOR DISTRIBUTION IN THE UNITED STATES

THE ROYAL BANK OF SCOTLAND GROUP plc
AGREES PRICE OF INSTITUTIONAL GBP£1,400 MILLION (EQUIVALENT)STOCK SETTLED
PREFERENCE SHARE ISSUE

The Royal Bank of Scotland Group plc ('RBS') is pleased to announce the
pricing of a land mark, multi-tranche, stock settled preference share issue
launched in connection with the acquisition of National Westminster Bank Plc.
This issue, the largest global Tier 1 capital offering ever and the first
multi-currency institutional offering without a step up, will comprise three
tranches:

$1,000 million perpetual non-call 10 year dollar preference shares to be
designated 'Series 1';
$500 million perpetual non-call 5 year dollar preference shares to be
designated 'Series 2';
Euro 750 million perpetual non-call 5 year euro preference shares to be
designated 'Series 1'.

The shares will be issued in the United States and Europe at a subscription
price of US$1,000 and Euro 1,000 per share to the institutional market in the
form of American Depositary Receipts and Euro preference shares.

Non-cumulative preferential dividends on the Series 1 dollar preference shares
will be payable in US dollars semi-annually in arrears on 30 September and
31 March, at an annual cash dividend rate of US$91.18 per Series 1 dollar
preference share.

Non-cumulative preferential dividends on the Series 2 dollar preference shares
will be payable in US dollars semi-annually in arrears on 30 September and
31 March, at an annual cash dividend rate of US$88.17 per Series 2 dollar
preference share.

Non-cumulative preferential dividends on the Series 1 euro preference shares
will be payable in Euros annually in arrears on 31 March, at an annual cash
dividend rate of Euro 67.70 per Series 1 euro preference share.

RBS is being advised in connection with the issue by Goldman Sachs
International and Merrill Lynch International, which firms are serving as
joint book runners.

Fred Goodwin, Deputy Group Chief Executive, RBS commented:

'We are delighted with the extremely positive reaction to this transaction
from the international debt community. The response to these offerings has
been overwhelmingly positive and is a further endorsement of the vision
expressed throughout the acquisition.'

Calum Osborne, Executive Director, Goldman Sachs International commented:

'This was a unique offering by a very significant institution and the vision
articulated throughout the process caught the imagination of the markets and
has resulted in a very successful transaction of which we are delighted to be
an adviser to the Royal Bank of Scotland Group.'

Dominic Franklin, Managing Director, Merrill Lynch commented:

'This offering is a great success for RBS and is the largest single Tier 1
bank capital offering ever issued into the global debt capital markets.
Merrill Lynch was delighted to have the opportunity to act as joint lead
manager.'


For further information, please contact:

The Royal Bank of Scotland Group plc

Fred Goodwin
Deputy Group Chief Executive
42 St. Andrew Square
Edinburgh
EH2 2YE
Tel: [phone]

Ron Huggett
Capital Raising Director
Waterhouse Square
138-142 Holborn
London
EC1N 2TH
Tel: [phone]


Goldman Sachs International

Calum Osborne
Director
Goldman Sachs International
Peterborough Court
133 Fleet Street
London
EC4A 2BB
Tel:[phone]


Merrill Lynch International

Dominic Franklin
Director
Merrill Lynch International
Ropemaker Place
25 Ropemaker Street
London
EC2Y 9LY
Tel:[phone]

Issued and approved for the purposes of section 57 of the Financial
Services Act 1986 by Merrill Lynch International and Goldman Sachs
International who are regulated in the United Kingdom by The Securities and
Futures Authority Limited.  Merrill Lynch International and Goldman Sachs
International are acting for The Royal Bank of Scotland Group plc ('RBS') in
relation to the proposed offerings and no one else and will not be responsible
to anyone other than RBS for providing the protections afforded to customers
of Merrill Lynch International and Goldman Sachs International nor for
providing advice in relation to the proposed offerings.

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 offerings.  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 dollar preference shares are being offered in the United
States by means of a prospectus that may be obtained from RBS that contains
detailed information about the company and management, as well as financial
statements.  The series 1 euro preference shares are not being publicly
offered in the United States.

Stabilisation/SIB.