Re Joint Venture

Royal Bank of Scotland Group PLC
9 July 2002


THE ROYAL BANK OF SCOTLAND GROUP AND TD WATERHOUSE TO FORM JOINT VENTURE



The Royal Bank of Scotland Group plc ('RBSG') has today, 9 July 2002, agreed to
the sale of 50 per cent of the issued ordinary share capital of NatWest Personal
Financial Management Limited ('NWPFM'), the holding company for NatWest
Stockbrokers Limited ('NWS'), to The Toronto-Dominion Bank, the ultimate holding
company for TD Waterhouse Investor Services (Europe) Limited ('TD Waterhouse').
Under the terms of the agreement NWS will become a 50:50 owned joint venture
company which will continue to operate using its existing name. Completion of
the transaction is conditional upon the necessary regulatory consents having
been obtained and is expected to take place in approximately two months.

It is expected that NWPFM will have consolidated net assets of approximately £22
million as at the date of completion.

This transaction will see TD Waterhouse provide the operational and settlement
platform for execution only share deals to the customers of RBSG's core retail
banking brands. By outsourcing this to TD Waterhouse NWS will benefit from the
significant investment TD Waterhouse has made in its UK platform. NWS will also
have the opportunity to expand and enhance the services it can offer the bank's
retail customer base while TD Waterhouse will benefit from increased order flow
through its share-dealing infrastructure.

Gordon Pell, Chairman, Retail Banking and Wealth Management, RBSG, said, 'This
is an ideal partnership. NatWest Stockbrokers is one of the most highly regarded
providers of execution only share dealing services in the UK and TD Waterhouse
is a world leader who has already made a significant investment in its operating
platform in the UK and enjoyed considerable success.

'The new partnership will allow us to focus on delivering a quality service to
our customers as well as giving us the capability to extend our offering to our
entire retail customer base.'

Bharat Masrani, Executive Vice President of TD Bank Financial Group and Vice
Chairman of TD Waterhouse Group, said, 'The share dealing market is fast moving
and customers demand the very highest levels of service when settling their
trades and that is exactly what we provide. This joint venture is testament to
the quality, capacity and capabilities of the TD Waterhouse operational platform
and NatWest Stockbroker's reputation for customer service.'


For further information please contact:


The Royal Bank of Scotland Group:

Investor Relations, Jonathan Atack                     Tel: [phone]

Media Relations, Anthony Frost                         Tel: [phone].

TD Waterhouse:

Ian O'Doherty, Edelman                                 Tel: [phone]

                      This information is provided by RNS
            The company news service from the London Stock Exchange