Restricted Share Scheme

Royal Bank of Scotland Group PLC
28 September 2000


The Royal Bank of Scotland Group plc Restricted Share Scheme - 2000
Appropriation

Following the successful completion of the acquisition by The Royal Bank of
Scotland Group plc ('RBSG') of National Westminster Bank Plc ('NatWest') on
6 March 2000, performance bonuses were awarded to certain Executive Directors
of RBSG in recognition of their contributions.  The bonuses were paid in cash
and shares and individual Directors could elect to receive up to 100 per cent
of their bonus in shares.  Income tax on the cash element of the bonus was due
and immediately payable at the date of payment.

Consequently, on 29 March 2000, RBSG announced that appropriations totalling
144,080 ordinary shares had been made at a price of £7.60 per share to
Executive Directors participating in RBSG's Restricted Share Scheme ('the
Scheme').  The prevailing market price at that time was £7.91 per share.

When the awards were made it was decided that vesting of the relevant shares
should be deferred for six months.  The purpose of this deferred vesting was
to ensure that the Directors' interests were closely aligned with those of
RBSG's shareholders during the important early stages of the integration of
NatWest with RBSG and that the risks and benefits of successful implementation
were shared.

Under the rules of the Scheme, the shares have been released today, 28
September 2000 and transferred to the Directors.  , and transferred to the
Directors for no consideration.  Income tax, calculated by reference to
current market value, is due and payable immediately in respect of the
relevant shares.


Contact:       David Appleton                0131 523 4414
               Head of Group Media Relations