UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

The Royal Bank of Scotland Group plc

(Translation of registrant’s name into English)

RBS Gogarburn PO Box 1000
Edinburgh EH 12 1HQ,
United Kingdom
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___.

This report shall be deemed incorporated by reference into the Registration Statement on Form F-3 (File No. 333-123972) filed with the Commission on April 8, 2005 and to be a part thereof from the date on which it was filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

Materials Contained in this Report:

1. Memorandum and Articles of Association of the Registrant, as amended (incorporated herein by reference to Exhibit 4.3 to Amendment No. 2 to the Registrant’s Form F-3 (File No. 333-100661)).

2. Form of global share warrant representing Series T Category II Non-cumulative Dollar Preference Shares in bearer form.

3. Form of American Depositary Receipt, Series T, evidencing American Depositary Shares, Series T, representing Non-cumulative Dollar Preference Shares, Series T.

4. Resolutions of the Board of Directors of the Registrant or an authorized Committee thereof providing for the issuance of Category II Non-cumulative Dollar Preference Shares, Series T.

ITEM 2

The Royal Bank of Scotland Group plc
(registered in Scotland number SC045551)

GLOBAL SHARE WARRANT
in respect of
64,000,000 Series T Category II Non-cumulative Dollar Preference Shares of
US$0.01 each

This Global Share Warrant entitles the bearer to 64,000,000 (sixty-four million) fully paid Series T Category II Non-cumulative Dollar Preference Shares of US$0.01 each (the Series T Preference Shares), in the capital of The Royal Bank of Scotland Group plc (the Company).

This Global Share Warrant shall only be valid if accepted by the signature of a duly authorised officer of The Bank of New York.

The terms of, and the rights and limitations attaching to, the Series T Preference Shares are contained in the Articles of Association of the Company (as amended) (the Articles) and in resolutions of a duly authorised Committee of the Board of Directors of the Company passed on 26 September 2007 (together, the Terms and Conditions). The bearer of this Global Share Warrant, or any replacement share warrant to bearer, will be entitled to the benefit of, be bound by, and be deemed to have notice of, all the provisions of the Articles and the Terms and Conditions.

Payment of any dividend declared and due on the Series T Preference Shares represented by this Global Share Warrant shall be made at the direction of the bearer of this Global Share Warrant by transfer to a US dollar account maintained by the payee in London or in the City of New York. Such payment will be made in accordance with the Terms and Conditions and the Articles. Details of any payment shall be endorsed by or on behalf of the Company on the Schedule to this Global Share Warrant.

Dividends on the Series T Preference Shares shall be paid in accordance with and subject to the Terms and Conditions and the Articles.

Payments in respect of any amount due on redemption of any of the Series T Preference Shares represented by this Global Share Warrant shall be made in accordance with the Terms and Conditions and the Articles.

Title to this Global Share Warrant shall pass by delivery. The bearer of this Global Share Warrant shall (to the fullest extent permitted by applicable law) be deemed by the Company to be, and shall be treated by the Company as, the holder and absolute owner of the Series T Preference Shares represented by this Global Share Warrant for the purposes of receiving payment in respect thereof and for all other purposes notwithstanding any notice of ownership or any notice of previous loss or theft thereof or of any trust or other interest therein and whether or not any payment in respect thereof shall be overdue.

Upon presentation to the Company at 280 Bishopsgate, London EC2M 4RB, England this Global Share Warrant may be exchanged in whole or in part for (a) one or more certificate(s) representing Series T Preference Shares in registered form (Certificates) representing Series T Preference Shares in aggregate equal to the number of Series T

Preference Shares represented by this Global Share Warrant, or (b) one or more Certificates and a replacement Global Share Warrant together representing Series T Preference Shares, in registered or bearer form as applicable, in aggregate equal to the number of Series T Preference Shares represented by this Global Share Warrant.

Upon any exchange of the whole or any part of this Global Share Warrant for the Series T Preference Shares represented by this Global Share Warrant in registered form, or replacement share warrants to bearer, this Global Share Warrant shall be cancelled and destroyed and cease to be valid for any purpose.

Sealed with the Common Seal of
THE ROYAL BANK OF SCOTLAND
GROUP plc and subscribed for us and
on our behalf at Edinburgh on the twenty-seventh
day of September 2007 by:

		Director
		Director/Secretary

This Global Share Warrant is duly accepted

Duly authorised officer
For and on behalf of The Bank of New York
27 September 2007

SCHEDULE
Payment of dividends on the Series T Preference Shares

The following dividend payments in respect of the Series T Preference Shares
represented by this Global Share Warrant have been made

		Amount of dividend due		Amount of dividend paid		Notation by or on behalf
Date made		US$		US$		of the Company

ITEM 3

ITEM 4

		MINUTES of Meeting of the Arran Capital Raising Committee of the Board of Directors of THE ROYAL BANK OF SCOTLAND GROUP plc (the “Company”) held at Gogarburn, Edinburgh on 26 September 2007
PRESENT		Mr G R Whittaker, Group Finance Director (in the Chair).
		Mr G F Pell, Chief Executive, Retail Markets.
IN ATTENDANCE		Mr A McKean, Assistant Secretary.
ISSUE OF CATEGORY II NON-CUMULATIVE DOLLAR PREFERENCE SHARES OF US$0.01, SERIES T		The Arran Capital Raising Committee (the “Committee”) had been appointed at a meeting of the Board of Directors of the Company held on 16 September 2007 as a Committee of such Board with authority to approve the external issuance of up to £5,000,000,000 in aggregate SHARES OF (or a foreign currency equivalent thereof at the time of US$0.01, SERIES T issue) of preference shares, capital securities or loan capital by the Company.
		It was reported that the Company, acting on the advice of Merrill Lynch, Pierce, Fenner & Smith Incorporated, proposed to issue 64,000,000 Category II Non-cumulative Dollar Preference Shares of US$0.01 each in the capital of the Company, to be designated “Series T” (the “Series T Preference Shares”) at a public offering price of US$25.00 per Series T Preference Share plus accrued dividends, if any, since 27 September 2007 (with commissions to be deducted from the proceeds thereof payable to the Company), such Series T Preference Shares to be represented by and listed in the form of American Depositary Shares (the “ADSs”) evidenced by American Depositary Receipts on the New York Stock Exchange and that certain of the terms of issue of the Series T Preference Shares, by the terms of the Company’s Articles of Association, were to be determined by the Committee prior to allotment thereof.
		Mr McKean explained that it was proposed to issue the Series T Preference Shares into the United States market under the Form F-3 Shelf Registration Statement approved for filing with the United States Securities and Exchange Commission (the “SEC”) by the Board on 15 December 2004, filed with the SEC on 8 April 2005

		and declared effective by the SEC on 25 April 2005 (the “Shelf Registration Statement”) and that in connection with such an issue it would be necessary to prepare a prospectus supplement (the “Prospectus Supplement”), supplemental to the base prospectus (the “Prospectus”) forming part of the Shelf Registration Statement.
		Mr McKean also explained that the Company had in the Underwriting Agreement (defined below) agreed to issue 58,000,000 Series T Preference Shares (for the purposes of this paragraph, the “initial Series T Preference Shares”) and had further granted the Underwriters (defined below) an option (the “Option”) to purchase up to 8,700,000 additional Series T Preference Shares, to be represented by ADSs evidenced by American Depositary Receipts. The Option would expire 30 days after the date of the Prospectus Supplement and would only be exercisable for the purposes of covering over-allotments made by the Underwriters. Mr McKean noted that the Option had been exercised by the Underwriters and that 6,000,000 additional Series T Preference Shares were therefore required to be purchased and would be issued with terms identical to the terms of the initial Series T Preference Shares, including as to accrued dividends, and would be issued on the same date of issue as that for the initial Series T Preference Shares. References below to the “Series T Preference Shares” (including in paragraph (v) under “Closing Matters” below) and all related references shall be deemed to include the additional Series T Preference Shares which are to be issued pursuant to the Option simultaneously with the initial Series T Preference Shares.
		After due consideration, IT WAS RESOLVED THAT the Company should issue the Series T Preference Shares.
		Mr McKean explained that the purpose of the meeting was to consider, and if thought fit, ratify (if applicable) and approve (1) the launch of the issue of the Series T Preference Shares; (2) the terms of issue of the Series T Preference Shares; (3) the various actions and documents related to the closing of the issue of the Series T Preference Shares; and (4) the use of funds separately available to the Company to subscribe for 64,000,000 Non-cumulative Dollar Preference shares of US$0.01

		each in the capital of The Royal Bank of Scotland plc (“RBS”).

LAUNCH OF ISSUE		The Committee would consider, and if thought fit, approve each matter in turn. It was noted that at the Annual General Meeting of the Company held on 20 April 2005 a further 71,000,000 Category II Non-cumulative Dollar Preference Shares were created and the Company’s shareholders granted to the Directors the authority to allot all of the 71,000,000 newly created Category II Non-cumulative Dollar Preference Shares and the 179,500,000 authorised but unissued Category II Non-cumulative Dollar Preference Shares, such authority to expire on 20 April 2010. Mr McKean confirmed that the UK Financial Services Authority (the “FSA”) had been notified of the issue of the Series T Preference Shares and it was anticipated that (subject to certain conditions) the Series T Preference Shares would be treated as forming part of non-innovative Tier 1 Capital. It was further noted that the issue of the Series T Preference Shares would provide the Company with additional funds to finance in part the cash portion of the offer for ABN Amro Holding N.V. which is attributable to the Company, for its general corporate purposes, which may include the redemption or repurchase of outstanding securities (should all or part of the funds not be used for the purposes of such offer), and to strengthen the Company’s capital base. Accordingly, IT WAS RESOLVED:

(a)

THAT it was desirable and in the best interests of the Company that the Company issue the Series T Preference Shares, to be offered and sold in the United States pursuant to the Shelf Registration Statement and elsewhere and the Company hereby authorises and (where applicable) ratifies:

(i)

the issue and sale of the Series T Preference Shares to be issued and sold by the Company to the underwriters of the issue, being Merrill Lynch, Pierce, Fenner & Smith Incorporated, Greenwich Capital Markets, Inc., Wachovia Capital Markets

			LLC, Morgan Stanley & Co. Incorporated, UBS Securities LLC, Banc of America Securities LLC, Lehman Brothers Inc. and RBC Dain Rauscher Inc., as representatives (the “Representatives”) of certain underwriters (together with the Representatives, the “Underwriters”);
	(ii)		the issue of a preliminary Prospectus Supplement and of a final Prospectus Supplement, each to be filed with the SEC;
	(iii)		the registration of the Series T Preference Shares under the United States Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
	(iv)		the preparation and the filing of any Free Writing Prospectus (as defined in Rule 405 under the Securities Act) that may be agreed with the Underwriters and/or required to be filed with the SEC; and
	(v)		the listing of the Series T Preference Shares and related ADSs on the New York Stock Exchange;

(b)

THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the Company, or any attorney of the Company (in terms of the Commission and Power of Attorney of the Company from time to time in effect and registered in the Books of Council and Session in Edinburgh (an “Attorney”)), be, and each of them hereby is, authorised to sign in the name and on behalf of the Company the Underwriting Agreement (as defined below) in relation to the Series T Preference Shares and to sign in the name and on behalf of the Company and to cause to be filed with the SEC a Registration Statement on Form 8-A for the registration under the Exchange Act of the Series T Preference Shares and the ADSs representing the Series T Preference Shares;

	(c)		THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the Company, or any Attorney, be, and each of them hereby is, authorised to prepare, execute and file with the New York Stock Exchange a listing application (in both preliminary and final form) for the purpose of listing the Series T Preference Shares and the related ADSs on the New York Stock Exchange, and to execute and deliver in the name and on behalf of the Company a Listing Agreement with the New York Stock Exchange and such other agreements, certificates and instruments as the Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary or any Attorney, so acting shall approve for the purpose of the listing of the Series T Preference Shares and related ADSs on the New York Stock Exchange, such approval being conclusively evidenced by the execution and delivery thereof;
	(d)		THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the Company, or any Attorney, be, and each of them hereby is, authorised and directed in the name and on behalf of the Company to take any and all action which they may deem necessary or advisable in order to effect the registration or qualification of part or all of the Series T Preference Shares of the Company for offer and sale under the securities or blue sky laws of any of the states of the US, and in connection therewith to execute, acknowledge, verify, deliver, file and publish all such applications, reports, issuer’s covenants, resolutions and other papers and instruments as may be required under such laws, and to take any and all further action which they may deem necessary or advisable in order to maintain any such registration or qualification for as long as they deem to be in the best interests of the Company;
	(e)		THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy

			Secretary or any Assistant Secretary of the Company, or any Attorney, be, and each of them hereby is, authorised and directed in the name and on behalf of the Company to execute and file irrevocable written consents on the part of the Company to be used in such states of the US wherein such consents to service of process may be required under the securities laws thereof in connection with the said registration or qualification of the Series T Preference Shares; and
	(f)		THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the Company, or any Attorney, be, and each of them hereby is, authorised and directed to take such other action and to execute, deliver and/or file any and all such documents as he/she deems necessary or advisable to carry into effect the foregoing resolutions and to effect the registration, issuance and sale of the Series T Preference Shares and related ADSs.

TERMS OF ISSUE		It was reported that:
AND PRICING TERMS		(1)   a supplemental Listing Application in respect of the listing of the Series T Preference Shares and related ADSs had been submitted to the New York Stock Exchange; and
		(2)   copies of the preliminary prospectus and final prospectus had been filed with the SEC on 18 September 2007 and 24 September 2007, respectively.
		IT WAS RESOLVED THAT CT Corporation System be and hereby is appointed as Agent of the Company to accept service of any and all legal processes, summons, notices and documents in respect of any action, suit or proceedings brought in any United States or State Court in respect of the Underwriting Agreement.
		The Committee considered the pricing terms to be applied to the Series T Preference Shares, with particular reference to prevailing market conditions and in relation to the non-cumulative preferential dividend to

		be paid (subject to the terms of this Resolution) to the holders of the Series T Preference Shares, current yields on the US Long Bond and the impact of spreads and credit risk on this.
		There was tabled a pricing agreement between the Company and the Representatives of the Underwriters therein mentioned (the “Pricing Agreement”), providing for the purchase (i.e. subscription) price of the Series T Preference Shares to be US$25.00 (comprising the nominal amount of US$0.01 and a premium of US$24.99 per Series T Preference Share) per Series T Preference Share, and for the underwriting commission per Series T Preference Share to be US$0.50 for sales to certain institutions and US$0.7875 for other sales. The terms of the Pricing Agreement were carefully considered and IT WAS RESOLVED THAT such terms be and they are hereby approved AND THAT the Pricing Agreement in the form tabled be executed by any one Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the Company or any Attorney and delivered by the Company or its Attorney to the other parties thereto. The list of Underwriters in Schedule I to the Pricing Agreement was also approved.
		Accordingly, IT WAS RESOLVED THAT the terms of issue to be applied by the Directors to the Series T Preference Shares (“Terms of Issue”) should be as set out in the Appendix to these Minutes.
CLOSING MATTERS		The closing of the issue of the Series T Preference Shares (“Closing”) was expected to take place by means of a meeting held at the offices of Shearman & Sterling LLP, Broadgate West, 9 Appold Street, London E2A 2AP on 27 September 2007 (the “London Closing Meeting”). It was noted that all transactions connected with the Closing of the issue of the Series T Preference Shares would be deemed to take place simultaneously and that no delivery or payment would be considered to have been finally made until all action in connection with the Closing of the issue of the Series T Preference Shares had been completed.

The following documents were tabled:

	(a)		(i) an executed copy of an underwriting agreement dated 20 September 2007 (the “Underwriting Agreement”) in respect of the issue of the Series T Preference Shares and entered into between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Greenwich Capital Markets, Inc., Wachovia Capital Markets LLC, Morgan Stanley & Co. Incorporated, UBS Securities LLC, Banc of America Securities LLC, Lehman Brothers Inc. and RBC Dain Rauscher Inc., as Representatives of the Underwriters and (ii) the Exercise Notice dated 26 September 2007 delivered to the Company pursuant to the Option;
	(b)		an executed copy of the Pricing Agreement dated 20 September 2007;
	(c)		a copy of the final form of the prospectus supplement with respect to the Series T Preference Shares dated 20 September 2007 (the “Prospectus Supplement”);
	(d)		a copy of the final terms of the Series T Preference Shares (the “Final Terms”) to be (or as) filed with the SEC as a Free Writing Prospectus;
	(e)		a deposit agreement between, inter alia, the Company and The Bank of New York (the “ADR Depositary”) as amended and restated as of 8 February 1999, and as further amended and restated as of 2 November 2001 (the “Deposit Agreement”);
	(f)		a copy of a certificate of the Secretary of the Company to be given in connection with the Closing, with attachments (the “Certificate of Secretary”);
	(g)		an amended and restated nominee agreement (the “Nominee Agreement”) between the Company and RBS Shelf Nominees Limited (“RBS Shelf”) dated 8 November 2005 under which the Company may from time to time issue Non-cumulative Dollar Preference Shares of US$0.01 each in the capital of the Company to RBS Shelf pursuant to the obligations of the

			Company in respect of issues made by it under any US Registration Statement and under which RBS Shelf would hold the Preference Shares in registered or bearer form in trust and as nominee for the ADR Depositary and in accordance with the provisions thereof;
	(h)		a draft letter from the Representatives requesting that the Company procure the delivery to the ADR Depositary of a share warrant to bearer (the “Share Warrant”) in respect of the Series T Preference Shares (the “Allotment Application”);
	(i)		a draft letter from the Company to RBS Shelf dated 27 September 2007 notifying RBS Shelf of the ADR Depositary to which the Share Warrant should be delivered, following the delivery to RBS Shelf by the Company of the Share Warrant, in each case pursuant to the Nominee Agreement (the “Warrant Direction”);
	(j)		a draft letter from the Company to the ADR Depositary pursuant to the Underwriting Agreement directing the ADR Depositary to issue American Depositary Receipts (“ADRs”) evidencing 64,000,000 Series T ADSs (the “Depositary Direction”);
	(k)		a copy of the Share Warrant in respect of the Series T Preference Shares;
	(l)		a form of certificate of no material adverse change to be given by an officer of the Company pursuant to Section 7(f) of the Underwriting Agreement (the “Section 7(f) Certificate”); and
	(m)		a copy of a Company announcement/press release in connection with the issue of the Series T Preference Shares (the “Company Announcement/Press Release”).

It was noted that, under the Underwriting Agreement, the Company had agreed to procure the delivery of the ADRs evidencing the ADSs representing the Series T Preference Shares in bearer form to the Underwriters at a subscription price set out in the Pricing Agreement of US$25.00 per Series T Preference Share (the “Purchase Price”), subject to the terms and conditions set out in the Underwriting Agreement, including the payment to the

			Underwriters by the Company of underwriting commissions (the “Underwriting Commissions”) of US$0.50 per Series T Preference Share to be allotted to certain institutions and of US$0.7875 per Series T Preference Share to be allotted for other sales. Payment to the Company of the Purchase Price would be made by wire transfer of immediately available funds, to the account of the Company in New York City, in an aggregate amount of US$1,550,083,718.75 being the Purchase Price of US$1,600,000,000 less the payment to the Representatives of the Underwriting Commissions.
			It was noted that the Deposit Agreement provided for the appointment of The Bank of New York as the ADR Depositary and for the deposit of the Series T Preference Shares with the ADR Depositary in New York or with the principal London office of the ADR Depositary, in respect of ADSs representing the Series T Preference Shares and for the execution and delivery by the Depositary of ADRs evidencing such ADSs.
			It was noted that the requisite authority under Section 80 of the Companies Act 1985 to allot the Series T Preference Shares to which the Allotment Application related had been granted to the Directors of the Company by Ordinary Resolution passed at the Annual General Meeting of the Company held on 20 April 2005.
			Careful consideration was given to each of the documents tabled and IT WAS RESOLVED:

(i)

THAT each of the following documents be, and it hereby is, approved:

	(1)		the Certificate of Secretary; and
	(2)		the Section 7(f) Certificate,

AND THAT the Deputy Secretary or any Assistant Secretary of the Company be, and the Deputy Secretary or any Assistant Secretary hereby are, authorised and instructed to execute and deliver the Certificate of Secretary on behalf of the Company and any officer of the Company be, and they hereby are, authorised and instructed to execute and deliver the Section 7(f) Certificate on behalf of the Company;

(ii)

THAT each of the following documents be, and it hereby is, approved and/or ratified (as the case may be):

	(1)		the Underwriting Agreement;
	(2)		the Pricing Agreement;
	(3)		the Prospectus Supplement;
	(4)		the Final Terms;
	(5)		the Allotment Application;
	(6)		the Warrant Direction;
	(7)		the Depositary Direction; and
	(8)		the Company Announcement/Press release,

			AND THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the Company, or any Attorney be, and they hereby are, authorised and instructed to execute and deliver such documents on behalf of the Company;
	(iii)		THAT each of the Certificate of Secretary and the Section 7(f) Certificate be delivered to the Representatives at the London Closing Meeting;
	(iv)		THAT certain further documents requested by the Representatives be delivered to them, namely 8 (eight) certified copies (if required) of each of:

	(1)		the Company’s Memorandum and the Articles of Association (together the “Memorandum and Articles of Association”), as amended;
	(2)		the certificate of incorporation, the certificate of incorporation on change of name and the certificate of incorporation on re-registration as a public company of the Company;
	(3)		the Memorandum and Articles of Association of RBS; and
	(4)		each certificate of incorporation of RBS;

(v)

THAT the Series T Preference Shares (including the 6,000,000 additional Series T Preference Shares to

			be issued pursuant to the Option) be allotted and issued, fully paid up in cash, both as to nominal value and premium, unconditionally to RBS Shelf in accordance with the Nominee Agreement, the Memorandum and Articles of Association and the Terms of Issue, at a subscription price of US$25.00 per Series T Preference Share, and THAT the Secretary be, and he hereby is, instructed to arrange for the name and address of RBS Shelf to be entered forthwith in the Company’s register of holders of Category II Non-cumulative Dollar Preference Shares (the “Category II DPS Register”) and THAT subsequent to such action, the procedures described in paragraph (vi) below be carried out and that, as against the undertaking of RBS Shelf contained in the Nominee Agreement, the Series T Preference Shares be credited as fully paid as to both nominal value and any premium;
	(vi)		THAT the Share Warrant be approved, AND THAT, subject to the registration of RBS Shelf as the holder of the Series T Preference Shares as described in (v) above, in accordance with the Company’s Articles of Association, a share warrant to bearer in the form of the Share Warrant be issued to RBS Shelf in respect of the Series T Preference Shares registered in the name of RBS Shelf; and THAT any two Directors of the Company, or any Director of the Company and the Secretary, be, and they hereby are, authorised and instructed to execute the Share Warrant on behalf of the Company and affix the common seal of the Company thereto; and thereupon for RBS Shelf’s name and address to be deleted from the Category II DPS Register and for the following particulars to be entered therein, namely:

	(1)		the fact of issue of the Share Warrant;
	(2)		a statement of the Series T Preference Shares included in the Share Warrant, distinguishing each Series T Preference Share by its serial number; and
	(3)		the date of issue of the Share Warrant;

	(vii)		THAT following the entry of new particulars in the Category II DPS Register, the Secretary, the Deputy Secretary or any Assistant Secretary of the Company be, and he hereby is, authorised and instructed to arrange for the Share Warrant bearing the common seal of the Company to be delivered to RBS Shelf (following which RBS Shelf will deliver the Share Warrant to the ADR Depositary pursuant to the Nominee Agreement in accordance with the Warrant Direction);
	(viii)		THAT the ADR Depositary be instructed to issue the ADRs evidencing the ADSs representing the Series T Preference Shares to the Representatives pursuant to the Depositary Direction;
	(ix)		THAT the Secretary, the Deputy Secretary or any Assistant Secretary be instructed to arrange for the filing with the Registrar of Companies and/or the SEC of all necessary returns consequent upon the business dealt with at the meeting; and
	(x)		THAT all further actions reasonably necessary, and/or incidental (including the execution of any additional documentation) to allow the aforementioned matters to proceed be hereby authorised and approved and that any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary or any Assistant Secretary of the Company, or any Attorney, be hereby authorised and approved to take such further action and sign, execute, enter into and deliver such further documentation.

SUBSCRIPTION BY THE COMPANY OF US DOLLAR DENOMINATED PREFERENCE SHARES		Separately, Mr McKean advised that the Company proposed to use funds available to it (comprising funds other than those payable to the Company in connection with its issue of the Series T Preference Shares) to subscribe for 64,000,000 Category II Non-cumulative Dollar Preference Shares of US$0.01 each (the “Preference Shares”) at a subscription price and having a liquidation preference of US$25.00 each to be issued by RBS and designated “Series X” (the “Series X Preference Shares”).

			It was noted that the Series X Preference Shares would be issued on terms substantially similar to the terms of the Series T Preference Shares.
			It was noted that the issue of the Series X Preference Shares would provide RBS with additional funds for its general corporate purposes, which may include the redemption or repurchase of outstanding securities, and to strengthen RBS’s capital base, with the intention that the Preference Shares should constitute non-innovative Tier One capital of RBS.
			It was also noted that, in terms of a special resolution of RBS passed on 23 August 2004, the Directors of RBS had authority under Section 80 of the Companies Act 1985 to allot the Preference Shares.
			Careful consideration was given to the proposal and IT WAS RESOLVED:

	(i)		THAT the subscription for the Preference Shares is in the best interests of the Company and the subscription be and it is hereby APPROVED;
	(ii)		THAT any Director, the Secretary, the Director, Capital Management & Securitisation, the Deputy Secretary, any Assistant Secretary of the Company or any Attorney be, and they hereby are, authorised with full authority and instructed to approve, execute and deliver any applications, documents or instruments on behalf of the Company to effect the subscription for the Preference Shares; and
	(iii)		THAT all further actions reasonably necessary and/or incidental (including the execution of any additional documentation), to allow the issue of and subscription for the Preference Shares to proceed be hereby authorised and approved and that any authorised signatory of the Company be hereby authorised to take such further action and sign, execute, enter into and deliver such further documentation.

It was noted that after the issue of the Series T Preference Shares, 95,500,000 Category II Non-cumulative Dollar Preference Shares of US$0.01 each remain authorised and available for issue.

			There being no further business the Chairman declared the meeting closed.
			Certified a true extract.
			Mr McKean Assistant Secretary

Appendix

Terms of Issue of the Series T Preference Shares

The terms of issue of the Series T Preference Shares are set out below.

(a)

the Series T Preference Shares shall form a separate class of shares from the 8,000,000 Series F Category II Non-cumulative Dollar Preference Shares issued on 26 March 1997, the 12,000,000 Series H Category II Non-cumulative Dollar Preference Shares issued on 8 February 1999, the 34,000,000 Series L Category II Non-Cumulative Dollar Preference Shares issued on 30 September 2004 (in exchange for the Company’s 34,000,000 Exchangeable Capital Securities, Series B which had originally been issued on 23 June 2003), the 37,000,000 Series M Category II Non-cumulative Dollar Preference Shares issued on 18 August 2004, the 40,000,000 Series N Category II Non-cumulative Dollar Preference Shares issued on 12 May 2005, the 22,000,000 Series P Non-cumulative Dollar Preference Shares issued on 26 October 2005, the 27,000,000 Series Q Non-cumulative Dollar Preference Shares issued on 25 May 2006, the 26,000,000 Series R Category II Non-cumulative Dollar Preference Shares issued on 27 December 2006 and the 38,000,000 Series S Category II Non-cumulative Dollar Preference Shares issued on 28 June 2007 (together, the “Existing Series of Category II Non-cumulative Dollar Preference Shares”);

(b)

the holders of the Series T Preference Shares shall be entitled (subject to the terms of this Resolution) to a non-cumulative preferential dividend at a rate of 7.25 per cent. per annum or US$0.4531 quarterly of the liquidation amount of US$25.00 per Series T Preference Share (equivalent to US$1.8125 per annum for each Series T Preference Share held), payable in cash in US Dollars. The dividend will be payable (subject to the terms of this Resolution) quarterly in arrear on, and to the holders on a record date 15 days prior to, 31 March, 30 June, 30 September and 31 December of each year (each a “dividend payment date”) in respect of the three month period ending on such date (each a “dividend period”), commencing with a payment on, and to the holders on a record date 15 days prior to, 31 December 2007, in respect of the initial period referred to in paragraph (d) below;

(c)

all of the provisions set out in Article 4(D)(2)(b) (as amended by Article 4(E)) and Article 4(E)(2)(g) of the Company’s Articles of Association, and as further supplemented by the terms of this Resolution, shall apply to the Series T Preference Shares. It was noted that the provisions of Articles 4(D)(2)(b)(viii) and (ix) of the Company’s Articles of Association were part of the terms of issue of the Existing Series of Category II Non-cumulative Dollar Preference Shares and that accordingly those provisions would affect the Series T Preference Shares in the event of non-payment of dividend on the Existing Series of Category II Non-cumulative Dollar Preference Shares;

(d)

in circumstances where any dividend otherwise payable on any dividend payment date is not declared and/or paid in full by reason of (i) lack of distributable profits

		as referred to in Article 4(d)(2)(b)(i), (ii) the application of capital adequacy requirements referred to in Article 4D in Article 4(D)(2)(b)(iii) or (iii) the exercise by the Directors of their discretion referred to in Article 4(E)(2)(g)(i), the Company will notify the holders of the Series T Preference Shares as soon as reasonably practicable. Each such notification shall specify the reasons why the relevant dividend has not been declared and/or paid in full.
		The Companies Act 1985 defines “distributable profits” as, in general terms, and subject to adjustment, accumulated realised profits less accumulated realised losses.
		Article 4(D)(2)(b)(iii) of the Company’s Articles of Association, which refers to the Bank of England’s capital adequacy requirements, should now instead refer to the FSA and its capital adequacy requirements, regulations, guidelines or policies, as referred to above;
(e)		the dividend payable on the Series T Preference Shares shall accrue from 27 September 2007 notwithstanding the date or dates of allotment thereof, to and including the date of repayment, if any, of capital thereon. The amount of the dividend in respect of the initial period from (and including) 27 September 2007 to (but excluding) 31 December 2007 shall be US$0.4733 for each Series T Preference Share;
(f)		in addition to their rights under Article 4(D) (as supplemented and amended by Article 4(E)) of the Company’s Articles of Association, the Series T Preference Shares shall carry the right to attend at a General Meeting of the Company and to speak to or vote upon any resolution proposed thereat in circumstances where the dividend stated to be payable on the Series T Preference Shares in respect of the three most recent dividend periods has not been declared and paid in full, and such right shall continue until the dividends have thereafter been declared and paid thereon in full in respect of three successive dividend periods, but not otherwise, together with the right in accordance with the Statutes (as defined in the Company’s Articles of Association) to seek to requisition a General Meeting of the Company in the circumstances and for the period specified in this paragraph (f) (and for this purpose the Series T Preference Shares will be deemed to confer the number of votes referred to in paragraph (g) below);
(g)		whenever holders of Series T Preference Shares are so entitled to vote on a resolution at a General Meeting of the Company, on a poll every such holder who is present in person or by proxy shall have one vote for each such Series T Preference Share held subject to adjustment as hereinafter prescribed. Such adjustments as the Directors consider necessary to the number of votes to which each Series T Preference Share is entitled shall be made by the Directors at the time of the occurrence of the event requiring such adjustment to reflect:

(i)

any capitalisation issue, consolidation, sub-division or re-classification of Ordinary Shares as a result of any distribution to the holders of Ordinary Shares of assets of the Company; and

(ii)

issues of Ordinary Shares or grants of rights or options to subscribe for Ordinary Shares at a discount to the market value of the Ordinary Shares on the business day preceding the date of issue or grant as the case may be, ascertained by reference to the middle market quotation derived from the London Stock Exchange Daily Official List for such preceding business day (subject to the exceptions listed below), in each case in order to ensure as nearly as may be that the ratio which the number of vote(s) in a General Meeting to which the holder of a Series T Preference Share would be entitled on a poll bears to the number of vote(s) to which the holder of an Ordinary Share is entitled in such circumstances will be the same (but no higher) after than as it was before any such event. The exceptions referred to above are:

	(a)		rights issues at a discount of no more than 10 per cent. of such market value of the Ordinary Shares;
	(b)		any issue or grant of such number of Ordinary Shares as represents no more than 1 per cent. of the number of Ordinary Shares in issue from time to time for a consideration other than cash (in whole or in part), including, without limitation, for any purchase or acquisition of any shares or any other investments of any kind, or any business, undertaking or assets of any description, by the Company or any subsidiary;
	(c)		issues or grants under the Company’s Profit Sharing (Share Ownership) Scheme, Executive Share Option Scheme or Savings-related Share Option Scheme or any additional or successive or substitute schemes or the equivalent schemes of any subsidiary of the Company; and
	(d)		issues pursuant to the provisions of Article 143 of the Company’s Articles of Association;

(h)

the Series T Preference Shares shall not be redeemed by the Company prior to 31 December 2012 and, accordingly, the “Redemption Date” for the purposes of the Series T Preference Shares shall be any business day falling on or after 31 December 2012. Such “Redemption Date” shall apply equally in the case of any redemption of the Series T Preference Shares pursuant to any substitution thereof referred to below. In addition, the Directors will only exercise the Company’s option to redeem any of the Series T Preference Shares on a Redemption Date if:

	(i)		the Company has given at least one month’s prior notice to the FSA of its intention to do so, or such other period of notice, be it greater or less, as the FSA requires; and
	(ii)		at the time when the notice of such redemption is given and immediately following such redemption, the Company is or will be (as the case may be) in compliance with its capital adequacy requirements, as provided in the capital regulations relating to capital adequacy then in effect of the FSA, unless at the time of such redemption such requirement of the FSA no longer applies;

(i)		if to be redeemed, the Series T Preference Shares shall only be redeemed in whole and not in part only;
(j)		it was noted that there shall be paid on each Series T Preference Share so redeemed, in US dollars, the aggregate of the nominal amount thereof together with any premium paid on issue and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date. No relevant Redemption Premium (as set out in the Company’s Articles of Association) shall be payable on redemption of the Series T Preference Shares;
(k)		the special rights attached to the Series T Preference Shares shall be deemed to be varied by the creation or issue of any New Shares (as defined in the Company’s Articles of Association) ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with such Series T Preference Shares if the dividend stated to be payable on the Series T Preference Shares on the dividend payment date immediately preceding such issue shall not have been paid in full, but, subject thereto, such special rights shall not be deemed to be varied by the creation or issue of any New Shares ranking as to participation in the profits or assets of the Company in some or all respects pari passu with or after such Series T Preference Shares;
(l)		subject to the conditions referred to below, the Company shall be entitled to substitute the Series T Preference Shares with Qualifying Non-Innovative Tier 1 Securities, at any time (the “Substitution Date”) without any requirement for the consent or approval of the holders of the Series T Preference Shares, provided that the Substitution Date shall not occur prior to 31 December 2012. Such substitution shall be subject to the Company’s Articles of Association, the provisions of the Companies Act 1985 and all other laws and regulations applying to the Company, to the prior consent of the FSA (if required) and also to any condition the FSA may impose on such substitution. Not less than 30 days’ nor more than 60 days’ written notice of any such substitution shall be given to the holders of the Series T Preference Shares.
		For the purposes of effecting any such substitution, the Company shall redeem the Series T Preference Shares in whole (but not in part) on the Substitution Date in accordance with the Terms of Issue and shall mandatorily apply the proceeds thereof to the purchase of Qualifying Non-Innovative Tier 1 Securities issued on such Substitution Date in an amount at least equal to the total number of the Series T Preference Shares multiplied by US$25.00 (in each case without the need for any futher action on the part of the holders of the Series T Preference Shares). The Company will pay any costs and expenses associated with such substitution and issuance of the Qualifying Non-Innovative Tier 1 Securities, including, without limitation, the fees and expenses of the ADR Depositary, trustee or other third-party involved in the issuance thereof and any fees and expenses relating to the registration and exchange listing of the Qualifying Non-Innovative Tier 1 Securities. The Company will also pay any stamp duty reserve taxes,

capital duties, stamp duties or similar taxes payable in the UK arising on the allotment and issue of the Qualifying Non-Innovative Tier 1 Securities, including (if applicable) their deposit with the ADR Depositary under the Deposit Agreement. To the extent that under applicable law and HM Revenue & Customs practice transfers of the ADRs representing the Series T Preference Shares are able to be effected between holders thereof free of any stamp duty, stamp duty reserve tax or similar taxes arising on such transfer immediately prior to the Substitution Date, the Company will procure that transfers of the Qualifying Non-Innovative Tier 1 Securities (or ADRs representing such securities) shall also be able to be effected between holders thereof free of any such taxes immediately following such date.

Prior to the publication of any notice of substitution pursuant to the foregoing provisions, the Company shall first deliver to the ADR Depositary (i) a certificate, signed by two duly authorised officers of the Company, certifying that the securities to be offered in substitution for the Series T Preference Shares are Qualifying Non-Innovative Tier 1 Securities and that such substitution is in accordance with the Deposit Agreement, (ii) an opinion of US tax counsel to the effect that the exchange by a US holder, or where relevant a US beneficial owner, of the Series T Preference Shares for the Qualifying Non-Innovative Tier 1 Securities received will not result in the recognition of gain or loss for US federal income purposes and (iii) any other opinion required under the terms of the Deposit Agreement.

“Qualifying Non-Innovative Tier 1 Securities” means securities, whether debt, limited partnership interests, equity or otherwise, issued directly or indirectly by the Company, that comply with the following:

	(i)		such securities will have the same material terms as the terms of the Series T Preference Shares, including without limitation a first redemption date (or as such term may otherwise be defined in the terms thereof) which falls on the same day as the date referred to in paragraph (g) above;
	(ii)		to the extent that dividends on the Series T Preference Shares are eligible to be treated as “qualified dividend income” under Section 1(h)(11) of the Internal Revenue Code of 1986, as amended (or any successor legislation) by a particular holder immediately prior to the Substitution Date, dividends paid to such holder with respect to securities will also be so eligible;
	(iii)		such securities shall be listed on the New York Stock Exchange;
	(iv)		such securities will comply with the then current requirements of the FSA in relation to Non-Innovative Tier 1 Capital;
	(v)		such securities will preserve any existing rights under the Series T Preference Shares to any accrued dividend which has not been paid in respect of the period from (and including) the dividend payment date last preceding the Substitution Date to (but excluding) the Substitution Date; and

	(vi)		at the time of issue, payments made by the issuer in respect of such securities can be made free from any withholding tax imposed by any taxing or other authority (whether within or outside the UK) competent to impose, administer or collect any such tax.
			Notwithstanding anything to the contrary set forth above, the Qualifying Non-Innovative Tier 1 Securities may be issued with terms more favourable to the holders thereof than the terms of the Series T Preference Shares.
			“Tier 1 Capital” and “Innovative Tier 1 Capital” have the respective meanings given to them by the FSA from time to time. “Non-Innovative Tier 1 Capital” means Tier 1 Capital which does not comprise Innovative Tier 1 Capital; and

(m)

the foregoing paragraphs (a) to (l) inclusive and this paragraph (m) shall be the whole of the terms of issue of the Series T Preference Shares determined by the Committee prior to allotment thereof in accordance with the Company’s Articles of Association.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		THE ROYAL BANK OF SCOTLAND GROUP plc
		(Registrant)
		By:		/s/ Alan McKean
				Name:  Alan McKean
				Title: Assistant Secretary

Date: September 26, 2007