F-4/A

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As filed with the Securities and Exchange Commission on 3 August 2007

Registration No. 333-144752

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

The Royal Bank of Scotland Group plc
(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of registrant name into English)

United Kingdom (State or other jurisdiction of incorporation or organization)	6029 (Primary Standard Industrial Classification Code Number)	Not Applicable (I.R.S. Employer Identification Number)
RBS Gogarburn, PO Box 1000 Edinburgh EH12 1HQ United Kingdom 011 44 131 556 8555 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
CT Corporation System 111 Eighth Avenue New York, NY 10011 (212) 894 8940 (Name, address, including zip code, and telephone number, including area code, of agent of service)

Copies to:
Thomas B. Shropshire, Jr. Lawrence Vranka, Jr. Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom 011 44 20 7456 2000	Bonnie Greaves George Karafotias Shearman & Sterling LLP Broadgate West 9 Appold Street London EC2A 2AP United Kingdom 011 44 20 7655 5000	William P. Rogers, Jr. Richard Hall Cravath, Swaine & Moore LLP CityPoint One Ropemaker Street London EC2Y 9HR United Kingdom 011 44 20 7453 1000	Gregory B. Astrachan Maurice M. Lefkort Willkie Farr & Gallagher LLP 1 Angel Court London EC2R 7HJ United Kingdom 011 44 20 7696 5454

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the consummation of the transaction described in this document have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)	Amount to be registered(2)	Proposed maximum offering price per unit	Proposed maximum aggregate offering price(3)	Amount of registration fee(4)
Ordinary shares, nominal value £0.25 per share	130,521,875	Not Applicable	$6,673,109,673	$204,864

Notes:

(1)

American depositary shares issuable on deposit of the RBS ordinary shares registered hereby are being registered pursuant to a separate Registration Statement on Form F-6.

(2)

Calculated as the product of (a) the sum of (i) 375,563,604 ABN AMRO ordinary shares, nominal value €0.56 per share, estimated to be held by U.S. holders as of the date hereof and (ii) 65,388,677 American depositary shares of ABN AMRO, each of which represents one ABN AMRO ordinary share, estimated to be outstanding as of the date hereof and (b) the exchange ratio of 0.296 RBS ordinary shares per ABN AMRO ordinary share or American depositary share. This number represents the maximum number of RBS ordinary shares issuable in exchange for all ABN AMRO ordinary shares held by U.S. persons and all ABN AMRO ordinary shares underlying ABN AMRO American depositary shares upon consummation of the U.S. offer. RBS ordinary shares to be issued in connection with the offers outside the United States are not registered under this Registration Statement.

(3)

Pursuant to Rule 457(c) and Rule 457(f), and solely for the purpose of calculating the registration fee, the market value of the securities to be offered was calculated as the sum of (a) the product of (i) 375,563,604 ABN AMRO ordinary shares, nominal value €0.56 per share, estimated to be held by U.S. holders and (ii) the average of the high and low sales prices of ABN AMRO ordinary shares reported on Euronext Amsterdam on July 16, 2007 (converted into U.S. Dollars on the basis of an exchange rate of €1.00 = $1.3785, which was the Federal Reserve Bank of New York noon buying rate on that date) and (b) the product of (i) 65,388,677 ABN AMRO American depositary shares estimated to be outstanding and (ii) the average of the high and low sales prices of ABN AMRO American depositary shares reported on the New York Stock Exchange on July 16, 2007.

(4)

Calculated in accordance with Rule 457(f) under the Securities Act as the product of the maximum aggregate offering price and $30.70 per $1,000,000 of securities registered. This fee was previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 2 to the Registration Statement on Form F-4 initially filed by The Royal Bank of Scotland Group plc on 20 July 2007 is being filed solely for the purpose of amending the exhibit list and adding exhibits to the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors.

Indemnification of Directors and Officers

Except as hereinafter set forth, there is no provision of the Memorandum and Articles of Association of RBS (the "Company") or any contract, arrangement or statute under which any director or officer of the Company is insured or indemnified in any manner against any liability that he may incur in his capacity as such.

Deed of Indemnity

The Company has entered into Deeds of Indemnity with the directors and officers of the Company and its wholly-owned subsidiaries (referred to herein as the "RBS Bank Group") that, subject to certain conditions precedent, in consideration of such director or officer continuing in or accepting office as a (i) director of officer of (a) any company within the RBS Bank Group or (b) a company in which a member of the RBS Bank Group is to invest or has invested in less than 50% of the issued share capital of such company (an "Investee Company"), or (ii) an authorised or approved person (or equivalent) under the rule of any regulatory body, the Company will indemnify the director or officer, his estate and his personal representatives from all costs, charges, losses, expenses and liabilities incurred by him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office including any liability incurred by him as an authorised or approved person (or equivalent) (but only to the extent that such position is held in pursuance of the business of the RBS Bank Group) or in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of any company within the RBS Bank Group (or of an Investee Company) and in which decree or judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

In light of recent amendments to the Companies Act 1985, on 30 March 2005, the Board of Directors of the Company approved an amended form of Deed of Indemnity, which will be subject to the provisions of Section 309A of the Companies Act 1985.

Article 169 of the Company's Articles of Association provides:

"Subject to the provisions of and so far as may be consistent with the Statutes, every Director, Secretary or other officer of the Company, and, if the Directors so determine, an Auditor, shall be entitled to be indemnified out of the assets of the Company against all costs, charges, losses, expenses and liabilities incurred by him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office including (without prejudice to the generality of the foregoing) any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee or Auditor of the Company and in which decree or judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application for relief from liability in respect of any such act or omission in which relief is granted to him by the Court".

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Section 309A of the Companies Act 1985 (as amended by the Companies (Audit, Investigations and Community Enterprise) Act 2004) provides:

(1)

This section applies in relation to any liability attaching to a director of a company in connection with any negligence, default, breach of duty or breach of trust by him in relation to the company.

(2)

Any provision which purports to exempt (to any extent) a director of a company from any liability within subsection (1) is void.

(3)

Any provision by which a company directly or indirectly provides (to any extent) an indemnity for a director of:

(a) the company, or (b) an associated company, against any liability within subsection (1) is void

This is subject to subsections (4) and (5).

(4)

Subsection (3) does not apply to a qualifying third party indemnity provision (see section 309B(1)).

(5)

Subsection (3) does not prevent a company from purchasing and maintaining for a director of:

(a) the company, or (b) an associated company, insurance against any liability within subsection (1).

(6)

In this section "associated company", in relation to a company ("C"), means a company which is C's subsidiary, or C's holding company or a subsidiary of C's holding company; "provision" means a provision of any nature, whether or not it is contained in a company's articles or in any contract with a company.

Section 309B of the Companies Act 1985 (as amended by the Companies (Audit, Investigations and Community Enterprise) Act 2004) provides:

(1)

For the purposes of Section 309A(4) a provision is a qualifying third party indemnity provision if it is a provision such as is mentioned in Section 309A(3) in relation to which conditions A to C below are satisfied.

(2)

Condition A is that the provision does not provide any indemnity against any liability incurred by the director:

(a) to the company, or (b) to any associated company.

(3)

Condition B is that the provision does not provide any indemnity against any liability incurred by the director to pay:

(a) a fine imposed in criminal proceedings, or (b) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising).

(4)

Condition C is that the provision does not provide any indemnity against any liability incurred by the director:

(a) in defending any criminal proceedings in which he is convicted, or (b) in defending any civil proceedings brought by the company, or an associated company, in which judgment is given against him, or (c) in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely:

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(i) section 144(3) or (4) (acquisition of shares by innocent nominee), or (ii) section 727 (general power to grant relief in case of honest and reasonable conduct).

(5)

In paragraph (a), (b) or (c) of subsection (4) the reference to any such conviction, judgment or refusal of relief is a reference to one that has become final.

(6)

For the purposes of subsection (5) a conviction, judgment or refusal of relief becomes final:

(a) if not appealed against, at the end of the period for bringing an appeal, or (b) if appealed against, at the time when the appeal (or any further appeal) is disposed of.

(7)

An appeal is disposed of:

(a) if it is determined and the period for bringing any further appeal has ended, or (b) if it is abandoned or otherwise ceases to have effect.

(8)

In this section "associated company" and "provision" have the same meaning as in Section 309A.

Section 727 of the Companies Act 1985 provides:

"(1)

If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor (whether he is or is not an officer of the company) it appears to the court hearing the case that that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that the court may relieve him, either wholly or partly, from his liability on such terms as it thinks fit.

(2)

If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief; and the court on the application has the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.

(3)

Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant or defender ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper".

Any underwriters of securities registered on this registration statement will each agree, severally, to indemnify the Company's directors, the Company's officers who sign the registration statement and the Company's authorised representative in the United States from and against certain civil liabilities based on information relating to such underwriter furnished in writing by such underwriter expressly for use herein.

The Company will agree to indemnify the Company's authorised representative in the United States from and against certain directors' and officers' liabilities.

In addition, the Company has obtained directors' and officers' insurance coverage, which, subject to policy terms and limitations, includes coverage to reimburse the Company for amounts that it may be required or permitted by law to pay directors or officers of the Company and its consolidated subsidiaries.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defence of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 21. Exhibits and Financial Statements Schedules.

(a)

The following Exhibits are filed herewith unless otherwise indicated:

Exhibit Number	Description
3	Memorandum and articles of association of The Royal Bank of Scotland Group plc (incorporated herein by reference to Exhibit 4.3 to Post-effective Amendment No. 2 to the Registration Statement on Form F-3 filed on 22 June 2004 (SEC File No. 333-100661)
4.1	Form of Deposit Agreement between RBS and The Bank of New York, as depositary (incorporated herein by reference to Exhibit A to the Registration Statement on Form F-6, relating to RBS ADSs, filed on July 20, 2007)
4.2	Form of American Depositary Receipts representing RBS American Depositary Shares, each evidencing the right to receive one share of RBS (included as Exhibit A to Exhibit 4.1 herein)
5*	Opinion of Dundas & Wilson LLP regarding validity of securities being registered
8.1*	Opinion of Linklaters LLP regarding certain United States federal income tax matters
8.2*	Opinion of Linklaters LLP regarding certain U.K. tax matters
8.3*	Opinion of Deloitte & Touche LLP regarding certain Dutch tax matters
10.1*	Consortium and Shareholders' Agreement, dated 28 May 2007, among The Royal Bank of Scotland Group plc, Banco Santander Central Hispano, S.A., Fortis N.V., Fortis SA/NV and RFS Holdings B.V.
10.2*	Letter dated 16 May 2007 from Merrill Lynch International to Fortis N.V. and Fortis SA/NV
10.3*	Letter dated 28 May 2007 from Merrill Lynch International to The Royal Bank of Scotland plc
10.4*	Letters dated 5 May 2007 from Dresdner Bank AG to Banco Santander Central Hispano, S.A.
10.5*	Letters dated 5 May 2007 from Calyon Sucursal en España to Banco Santander Central Hispano, S.A.
10.6*	Letters dated 14 May 2007 from ING Bank N.V. to Banco Santander Central Hispano, S.A.

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10.7*	Letter dated 27 May 2007 from Merrill Lynch International to Banco Santander Central Hispano, S.A.
10.8*	Letter dated 22 June 2007 from Calyon Sucursal en España to Banco Santander Central Hispano, S.A.
10.9*	Letter dated 22 June 2007 from Dresdner Bank AG to Banco Santander Central Hispano, S.A.
10.10*	Letter dated 22 June 2007 from ING Bank N.V. to Banco Santander Central Hispano, S.A.
10.11	Letter dated 16 May 2007 from Merrill Lynch International to Fortis N.V. and Fortis SA/NV
21	List of Subsidiaries of RBS (incorporated herein by reference to Item 4 "Information on the Company—Organisational Structure" of the Annual Report on Form 20-F for the year ended 31 December 2006, SEC File No. 001-10306)
23.1	Consent of Deloitte & Touche LLP as auditors of the financial statements of RBS
23.2*	Consent of Dundas & Wilson LLP (included in the opinion filed as Exhibit 5 to this Registration Statement)
23.3*	Consent of Linklaters LLP (included in the opinion filed as Exhibit 8.1 to this Registration Statement)
23.4*	Consent of Linklaters LLP (included in the opinion filed as Exhibit 8.2 to this Registration Statement)
23.5*	Consent of Deloitte & Touche LLP (included in the opinion field as Exhibit 8.3 to this Registration Statement)
24.1*	Powers of Attorney of Directors of RBS signing by an attorney-in-fact
99.1**	ADS Letter of Transmittal (ABN AMRO ADSs)
99.2**	Notice of Guaranteed Delivery (ABN AMRO ADSs)
99.3**	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ABN AMRO ADSs)
99.4**	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ABN AMRO ADSs)
99.5**	Form of Acceptance for ABN AMRO ordinary shares

*

Previously filed on July 20, 2007.

**

Previously filed on July 23, 2007.

(b)

Financial Statement Schedules

Not applicable.

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Undertakings

(a)

In accordance with Item 512 of Regulation S-K, the undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total U.S. dollar value of securities offered would not exceed that which was registered) and any derivation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering;

(5)

That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form;

(6)

That every prospectus (i) that is filed pursuant to paragraph (5) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act, and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

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(7)

That, for the purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and



(8)

To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to securityholders that is incorporated by reference into the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X under the Exchange Act is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest interim report that is specifically incorporated by reference into the prospectus to provide such interim financial information.

(b)

The undersigned registrant hereby undertakes: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c)

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorised, in Edinburgh, Scotland, on 3 August 2007.

THE ROYAL BANK OF SCOTLAND GROUP PLC
By:	/s/  MILLER ROY MCLEAN
Name:	Miller Roy McLean
Title:	Group Secretary & General Counsel

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title
* Sir Thomas McKillop	Chairman
Date: 3 August 2007
* Sir Frederick Goodwin	Group Chief Executive and Director
Date: 3 August 2007
* Guy Whittaker	Group Finance Director and Director
Date: 3 August 2007
* John Cameron	Chief Executive, Corporate Markets, and Director
Date: 3 August 2007
* Lawrence Fish	Chairman, RBS America, and Director
Date: 3 August 2007
* Mark Fisher	Chief Executive, Manufacturing, and Director
Date: 3 August 2007
* Gordon Pell	Chief Executive, Retail Markets, and Director
Date: 3 August 2007

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* Colin Buchan	Director
Date: 3 August 2007
* James Currie	Director
Date: 3 August 2007
* William Friedrich	Director
Date: 3 August 2007
* Archibald Hunter	Director
Date: 3 August 2007
* Charles Koch	Director
Date: 3 August 2007
* Janis Kong	Director
Date: 3 August 2007
* Joseph MacHale	Director
Date: 3 August 2007
* Sir Steve Robson	Director
Date: 3 August 2007

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* Robert Scott	Director
Date: 3 August 2007
* Peter Sutherland	Director
Date: 3 August 2007
Authorised Representative in the United States
*
Name: Donald J. Barry Date: 3 August 2007

By:	/s/  MILLER ROY MCLEAN
Name:	Miller Roy McLean
Date: 3 August 2007
	Attorney-in-fact

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EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
SIGNATURES

EX-10.11

Exhibit 10.11

Fortis SA/NV

For the attention of Mr. Gilbert Mittler

Chief Financial Officer

Rue Royale 20

1000 Brussels

Belgium

Fortis N.V.

For the attention of Mr. Gilbert Mittler

Chief Financial Officer

Archimedelaan 6

3584 BA Utrecht

The Netherlands

16 May 2007

Dear Sirs

Re:ABN AMRO Holding N.V. - Standby Underwriting Commitment in favour of Fortis

1.We are writing in connection with the proposed participation of Fortis SA/NV and Fortis N.V. (together Fortis) in a consortium comprising Fortis, The Royal Bank of Scotland Group plc and Banco Santander Central Hispano, S.A. (together, the Investors) formed for the sole purpose of acquiring the entire issued and to be issued share capital of ABN AMRO Holding N.V. (ABN AMRO) (the Proposed Acquisition) on terms to be agreed by the Investors. In order to finance Fortis’s participation in the Proposed Acquisition, Fortis is contemplating effecting (and/or procuring that one or more of its directly or indirectly owned entities effects) one or more issuances of Relevant Securities (as defined below) to raise up to EUR5,000,000,000 (the Financing Amount).

2.On the basis of and subject to the terms of this letter, Merrill Lynch International (MLI) hereby undertakes to underwrite one or more issues of Relevant Securities by Fortis (and/or by one or more directly or indirectly owned entities of Fortis, provided that any issue of Relevant Securities by any such entity is fully and unconditionally guaranteed on a subordinated basis by Fortis) to raise an amount not exceeding EUR5,000,000,000 in aggregate solely for the purposes of financing Fortis’s participation in the Proposed Acquisition, and Fortis undertakes to effect (and/or procure that one or more of its directly or indirectly owned entities effects) such issues of Relevant Securities. For the purposes of this letter, underwrite means MLI subscribing for or procuring subscribers for the Relevant Securities.

3.Fortis hereby irrevocably undertakes:

Merrill Lynch International	Merrill Lynch Financial Centre	Tel:	020 7628 1000
	2 King Edward Street
	London EC1A 1HQ

Registered in England (No. 2312079). Registered Office: Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ. VAT No. GB 245 1224 93.

A subsidiary of Merrill Lynch & Co., Inc., Delaware, U.S.A. Regulated by The Financial Services Authority Limited. Member of the London Stock Exchange.

(a)if the condition set out in paragraph 4 is fulfilled, to raise the Financing Amount through (and/or to procure that one or more of its directly or indirectly owned entities raises the Financing Amount through) one or more issues of:

(i)securities eligible to be treated as part of the innovative or non—innovative tier 1 capital of the Fortis group by the Belgian Banking, Finance and Insurance Commission (Commission bancaire financière et des assurances/Commissie voor het bank-, financie-en assurantiewezen) (Tier 1 Securities); and/or

(ii)undated floating-rate equity-linked subordinated hybrid (FRESH) capital securities (FRESH Capital Securities); and/or

(iii)convertible securities convertible into new Fortis unified shares each representing one share in Fortis SA/NV and one share in Fortis N.V. (Convertibles and, together with Tier 1 Securities, FRESH Capital Securities and any other capital securities that Fortis and MLI jointly determine are Relevant Securities for the purposes of this letter, Relevant Securities);

(b)to take any and all actions which are necessary for the issue of such Relevant Securities including, without limitation:

(i)preparing and submitting, or procuring the preparation and submission, to any applicable stock exchange or exchanges or other regulatory authority or authorities in such jurisdictions, if any, which may be agreed by Fortis and MLI at the time of issue of the relevant Relevant Securities, a prospectus and/or other documents (including but not limited to public notices) and obtaining any necessary approvals and consents that may be required in connection with the issue of the relevant Relevant Securities under any applicable law or regulation in such jurisdictions;

(ii)providing MLI and its advisers with all documentation, data and other information as MLI may reasonably request in connection with customary due diligence to be performed for the purposes of the issue of the relevant Relevant Securities (which, for the avoidance of doubt, shall include the obligation to procure all necessary assistance from any of Fortis’s directly or indirectly owned entities which will effect the issue of the relevant Relevant Securities in connection therewith) and, upon reasonable notice and at reasonable times, reasonable access to its (and any of Fortis’s directly or indirectly owned entities which will effect the issue of the relevant Relevant Securities) officers, employees, auditors, legal counsel, properties, offices and other facilities;

(iii)prior to executing the relevant Subscription Agreement(s) (as defined in paragraph 9(a)), to convene and hold:

(A)meetings of the boards of directors of each of Fortis SA/NV and Fortis N.V. (and procure that Fortis’s relevant directly or indirectly owned entity or entities convene a meeting or meetings of its or their boards of directors or equivalent) at which the issue of the relevant

2

Relevant Securities (and, if applicable, any subordinated guarantee or support agreement provided by Fortis) is authorised; and

(B)where relevant and to the extent necessary, extraordinary general meetings of each of Fortis SA/NV and Fortis N.V. (and procure that Fortis’s relevant directly or indirectly owned entity or entities convene an extraordinary general meeting or extraordinary general meetings) at which the issue of such number of shares as is necessary in connection with the issuance of any Convertibles (or other convertible Relevant Securities) shall be submitted for approval by shareholders;

(iv)to liaise, as reasonably requested by MLI or as otherwise may be necessary or appropriate, with the relevant tax authorities, Standard & Poors and Moody’s and the Belgian Banking, Finance and Insurance Commission (Commission bancaire financière et des assurances/Commissie voor het bank, financie en assurantiewezen) in connection with the tax, rating agency and regulatory treatment of the issue of the relevant Relevant Securities;

(v)that where one or more of Fortis’s directly or indirectly owned entities will effect any issue of Relevant Securities, Fortis will fully and unconditionally guarantee such issue on a subordinated basis; and

(vi)to instruct Fortis’s (and its relevant directly or indirectly owned entity or entities’) auditors in relation to the accounting work to be undertaken (including the provision of comfort letters and, as applicable, opinions customarily given by auditors and/or reporting accountants, as the case may be) in connection with issues of the Relevant Securities in question.

4.The obligations of MLI to underwrite any issue of Relevant Securities is conditional upon the Investors making a formal offer for the entire issued and to be issued share capital of ABN AMRO by no later than 30 September 2007.

5.If the condition set out in paragraph 4 is not fulfilled, MLI’s obligation to underwrite any issue of Relevant Securities shall terminate and no party to this letter shall have any claim against any other party to this letter for costs, damages, compensation or otherwise except that such termination shall be without prejudice to any accrued rights or obligations under the terms of this letter.

6.If the condition set out in paragraph 4 is not fulfilled by 30 September 2007, the obligations of MLI to underwrite any issue of Relevant Securities shall terminate and Fortis shall have no claim against MLI for costs, damages, compensation or otherwise that arise in connection therewith.

7.If the formal offer by the Investors for the entire issued and to be issued share capital of ABN AMRO (the ABN AMRO Offer) lapses or expires, or if the Investors announce that the ABN AMRO Offer will not be made or has been terminated, or if all of the conditions to

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the ABN AMRO Offer are not satisfied or waived by [30 September](1) 2007, this letter and the undertakings in it shall automatically terminate.

8.Fortis and MLI acknowledge and agree that the terms of each issue of Relevant Securities (including, for the avoidance of doubt and without limitation, the identity of the issuer(s), the type of securities to be issued, the issue price, the coupon, the term, the denomination, the issue size, the status of the relevant Relevant Securities, the redemption terms, the negative pledge, the events of default, the covenants, the undertakings, the call provisions (if any), the conversion price (if relevant), the anti-dilution provisions (if relevant), the structure of the issue and the security package (if any)) will be determined by Fortis and MLI at the time of issue of the relevant Relevant Securities and Fortis and MLI undertake and agree to (and, where it is anticipated that one or more of Fortis’s directly or indirectly owned entities will effect an issue of Relevant Securities, Fortis agrees to procure that such entity or entities, as the case may be, will) determine those terms acting reasonably and in good faith and taking account of, amongst other things, customary terms for issues of such securities in the European market, the results of MLI’s due diligence exercise, investor feedback, the then prevailing market conditions and the listing rules of the stock exchange(s) on which the relevant issue of Relevant Securities is to be listed and/or admitted to trading.

9.   (a)Fortis and MLI undertake and agree to (and, where it is anticipated that one or more of Fortis’s directly or indirectly owned entities will effect an issue of Relevant Securities, Fortis agrees to procure that such entity or entities, as the case may be, will) negotiate reasonably and in good faith the terms and conditions of the subscription agreement to be entered into in connection with each issue of Relevant Securities (each a Subscription Agreement). Fortis and MLI agree (and, where it is anticipated that one or more of Fortis’s directly or indirectly owned entities will effect an issue of Relevant Securities, Fortis agrees to procure that such entity or entities, as the case may be, will agree) that the terms and conditions of any Subscription Agreement will be customary for issues of Relevant Securities of the type proposed to be issued, including, for example, the inclusion of an obligation for Fortis to prepare a prospectus in compliance with Directive 2003/71/EC (the Prospectus Directive) and/or the rules of the stock exchange(s) and/or other relevant regulatory authority responsible for regulating the market or exchange on which the relevant issue of Relevant Securities is to be listed and/or admitted to trading and meeting customary international disclosure standards, the provision of customary representations and warranties by Fortis (and, where it is anticipated that one or more of Fortis’s directly or indirectly owned entities will effect the issue of the relevant Relevant Securities, by such entity or entities), the provision of comfort letters from Fortis’s auditors (and, where it is anticipated that one or more of Fortis’s directly or indirectly owned entities will effect the issue of the relevant Relevant Securities, by such entity’s or entities’ auditors) in respect of any financial statements of Fortis (or such entity or entities) forming part of any prospectus, the provision of customary opinions and disclosure letters from Fortis’s legal counsel (and, where it is anticipated that one or more of Fortis’s directly or indirectly owned entities will effect the issue of the relevant Relevant Securities, by such entity’s or entities’ legal counsel), the provision of customary indemnities by Fortis (and, where it is anticipated that one or more of Fortis’s directly or indirectly owned entities will effect the issue of the relevant Relevant Securities, by such entity or entities) in favour of MLI and any other banks

(1) MLI is willing to extend this date to 30 December 2007 to conform it to the date in the Standby Equity Underwriting Letter.

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which may be party to that Subscription Agreement, customary conditions, orderly market provisions and, subject to the immediately following sentence, customary termination and force majeure provisions. In respect of any issue of Relevant Securities made prior to the completion of the ABN AMRO Offer, Fortis and MLI shall ensure that the termination and force majeure provisions in any Subscription Agreement are aligned with any material adverse change provisions in the ABN AMRO Offer, and agree that should any inconsistency between such provisions subsist, the terms of the ABN AMRO Offer shall prevail. In addition, the parties agree that any Subscription Agreement will, if necessary, contain provisions to ensure that a Change of Control (as defined in paragraph 18 below) does not occur or a breach of the relevant legal or regulatory restrictions relating to a Change of Control does not occur. For the avoidance of doubt, the term “customary” when used in this paragraph 9 shall mean customary (i) for issues of securities of the type proposed to be issued, (ii) at the time the relevant Subscription Agreement is entered into, (iii) for global investment banks of international repute of securities of the type proposed to be issued which may involve a distribution of securities into the United States or in the case of a Regulation S only issuance, a distribution of securities outside the United States, and (iv) which is consistent with any similar issues made by Fortis and subscribed by MLI.

(b)Any termination of a Subscription Agreement shall be without prejudice to MLI’s undertaking to underwrite one or more issues of Relevant Securities by Fortis (and/or by one or more directly or indirectly owned entities of Fortis) pursuant to paragraph 2. In the event of any such termination, Fortis and MLI undertake and agree to negotiate reasonably and in good faith the terms and conditions of a new Subscription Agreement on the basis set out in paragraph 9(a)

10.If Fortis reasonably believes that MLI:

(a)is not acting reasonably and in good faith or in accordance with paragraph 8 above in relation to the determination of the issue price and/or other key terms of the Relevant Securities; and/or

(b)is not negotiating reasonably and in good faith the terms and conditions of the relevant Subscription Agreement in accordance with paragraph 9 above,

Fortis will notify MLI in writing of its belief and, if within 48 hours after receipt thereof by MLI, there has not been reasonable and good faith action taken by MLI to agree an issue price and/or the other relevant key terms of the relevant Relevant Securities that are more commercially acceptable to Fortis, Fortis may then seek to agree an issue price and/or the other key terms (the Third Party Issue Terms) and/or terms and conditions more favourable than those being offered by MLI (the Third Party Terms), with a third party or third parties. If Fortis is successful, it will notify MLI of those Third Party Issue Terms and/or those Third Party Terms. If, within 48 hours from receipt of such notice, MLI has not confirmed in writing its agreement to lead manage (jointly or solely) and underwrite the issue of the relevant Relevant Securities on the Third Party Issue Terms and/or to enter into the Subscription Agreement on terms no less favourable to Fortis than the Third Party Terms, then Fortis’s undertakings contained in paragraphs 3(a) and (b) shall cease to apply and Fortis and MLI will cease to have any obligations under this letter in relation to the relevant issue of Relevant Securities.

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11.In respect of each issue of Relevant Securities, Fortis agrees to pay (or procure that the same is paid) to MLI such commissions as are more particularly set out in the relevant Subscription Agreement. Fortis hereby acknowledges and agrees that the commissions in respect of any issue of Relevant Securities shall be in an amount as shall be agreed between Fortis and MLI at the time acting reasonably and in good faith and taking into account commissions customarily paid to underwriters of issues of securities of the type proposed to be issued.

12.Fortis acknowledges and agrees that (a) MLI may arrange for the offer of any Relevant Securities in the United States to persons reasonably believed to be qualified institutional buyers (within the meaning of Rule 144A (Rule 144A) under the U.S. Securities Act of 1933, as amended (the Securities Act)) in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and (b) Relevant Securities offered outside the United States will be offered in reliance on Regulation S under the Securities Act.

13.Unless otherwise specified in this letter, each obligation of Fortis under this letter is a joint and several obligation of Fortis SA/NV and Fortis N.V.

14.No variation of the terms of this letter shall be effective unless in writing and signed by or on behalf of the parties.

15.A person who is not party to this letter has no rights under the Contracts (Rights of Third Parties) Act 1999.

16.This letter is confidential and is not to be disclosed by you to nor relied on by any other person, except that you may disclose a copy to your advisers and to ABN AMRO and its advisers on a non-reliance basis, on the condition that ABN AMRO agrees to keep the existence and contents of this letter confidential. If you are asked by the relevant regulatory authority in the Netherlands and/or in Belgium to disclose this letter to them, you may do so subject to obtaining MLI’s prior written consent (not to be unreasonably withheld).

17.Without prejudice to MLI’s obligations to underwrite any issue of Relevant Securities, if the issue or delivery of Relevant Securities pursuant to a Subscription Agreement or the performance by MLI of its obligations under a Subscription Agreement would give rise to a Change of Control, MLI will give written notice to Fortis, and MLI and Fortis will consult together and take all such steps as are necessary in order to ensure that a Change of Control does not occur or a breach of the relevant legal or regulatory restrictions relating to a Change of Control does not occur or that the relevant legal and/or regulatory restrictions relating to a Change of Control are complied with (or otherwise not breached).

18.For the purposes of this letter Change of Control means any circumstances arising pursuant to which MLI acquires control of, or a controlling interest or qualified participation in, Fortis SA/NV and/or Fortis N.V. as such terms are defined under applicable Belgian and Dutch law or by any analogous provision of foreign law or regulation.

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19.This letter may be entered into in any number of counterparts and by the parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all counterparts shall together constitute one and the same instrument.

20.This letter shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts in relation to matters relating to this letter.

21.Any notice in connection with this letter shall be in writing and shall be validly effected to each of Fortis SA/NV and Fortis N.V. by notice to Jeaninne Quaetaert, General Counsel, Rue Royale 20, B-1000 Brussels, and to MLI by notice to H James O’Neil, Merrill Lynch International, Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ.

22.Please confirm your agreement with the terms of this letter by signing, dating and returning the enclosed copy of this letter to H James O’Neil at MLI (fax no.: + 44 20 7995-0662).

Yours faithfully,

For and on behalf of
Merrill Lynch International

/s/ Andrea Orcel
Name:	Andrea Orcel
Title:	Head of Global Markets & Investment Banking Europe, Middle East & Africa

Accepted and Agreed.

For and on behalf of
Fortis SA/NV

/s/ Jean-Paul Votron /s/ Gilbert Mittler

Name:
Title:
Date:

Accepted and Agreed.

For and on behalf of
Fortis N.V.

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/s/ Jean-Paul Votron /s/ Gilbert Mittler

Name:
Title:
Date:

8

EX-23.1

Exhibit 23.1

Deloitte & Touche LLP

Saltire Court

20 Castle Terrace

Edinburgh EH1 2DB

Tel: +44 (0) 131 221 0002

Fax: +44 (0) 131 535 7888

DX 553050 Edinburgh 18

www.deloitte.co.uk

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Preliminary Prospectus to Registration Statement on Form F-4 dated 23 July 2007 (the “Prospectus”) of our report dated 28 February 2007 (which expresses an unqualified opinion with respect to the financial statements for the year ended 31 December 2006 and includes an explanatory paragraph relating to the nature and effect of differences between International Financial Reporting Standards and accounting principles generally accepted in the United States of America) and our report dated 28 February 2007 with respect to management’s assessment of internal control over financial reporting as of 31 December 2006, each of which appear in the Annual Report of Form 20-F of The Royal Bank of Scotland Group plc for the year ended 31 December 2006, incorporated by reference in this Registration Statement.

We also consent to the reference to us under the headings “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Edinburgh, United Kingdom

1 August 2007

Audit • Tax • Consulting • Corporate Finance •

Member of Deloitte Touche Tohmatsu

Deloitte & Touche LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at Stonecutter Court, 1 Stonecutter Street, London EC4A 4TR, United Kingdom. Deloitte & Touche LLP is the United Kingdom member firm of Deloitte Touche Tohmatsu (‘DTT’), a Swiss Verein whose member firms are separate and independent legal entities.  Neither DTT nor any of its member firms has any liability for each other’s omissions.  Services are provided by member firms or their subsidiaries and not by DTT.