The Royal Bank of Scotland Group plc Waiver Request Under Rule 405

Davis Polk
Jeffrey M. Oakes
Davis Polk & Wardwell London LLP 020 7 418 1386 tel 5 Alderman bury Square 020 771 0 4886 fax London EC2V 7HR jeffrey.oakes@davispolk.com May 20, 2015 New York Menlo Park Washington DC Sao Paulo London Paris Madrid Tokyo Beijing Hong Kong Re: The Royal Bank of Scotland Foreign Currency Exchange Settlement- Waiver Request under Rule 405 Mary Kosterlitz, Esq. Chief, Office of Enforcement Liaison Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7553 Dear Ms. Kosterlitz:
This letter is submitted on behalf of our client, The Royal Bank of Scotland Group pic ("RBSG"), a reporting company registered under section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to request that the Securities and Exchange Commission (the "Commission"), determine that RBSG should not be considered an "ineligible issuer" as defined in amended Rule 405 ("Rule 405") under the Securities Act of 1933, as amended (the "Securities Act") as a result of a plea agreement (the "Plea Agreement") to be entered into by The Royal Bank of Scotland pic, the principal direct operating subsidiary undertaking of RBSG (the "Settling Firm"), as described below. The Settling Firm is expected to enter a guilty plea (the "Guilty Plea") in the U.S. District Court for the District of Connecticut (the "District Court") to a one-count information charging a criminal violation of the Shearman Act (the "Information") on May 20, 2015 (the "Effective Date"). At a later time, the District Court is expected to enter a final judgment in relation to the conviction of the Settling Firm pursuant to the Plea Agreement (the "Final Judgment"). Pursuant to Rule 405, we respectfully request, on behalf of RBSG, that the Commission determine that for good cause shown it is not necessary under the circumstances that RBSG be considered an "ineligible issuer'' under Rule 405 and that such determination that RBSG should not be considered an "ineligible issuer" be made effective as of the Effective Date. BACKGROUND On May 20, 2015, the Settling Firm and the Antitrust and Criminal Divisions of the United States Department of Justice (the "Department of Justice") are expected to sign the Plea Agreement Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA, and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321 . Davis Polk includes Davis Polk & Wardwell LLP and its associated entities. #87227133v3