Bank of Nova Scotia - Further re Acquisition

RNS No 3701h
BANK OF NOVA SCOTIA
5th August 1997


SCOTIABANK RECEIVES REGULATORY APPROVAL TO ACQUIRE NATIONAL TRUSTCO INC.

TORONTO. Aug. 5/CNW/ - Scotiabank announced today that it has received all of
the regulatory approvals necessary to proceed with the acquisition of National
Trustco Inc. previously announced on June 24, 1997. The offer was approved by
Ontario's Superintendent of Deposit Institutions, the federal Superintendent of
Financial Institutions and the federal Minister of Finance.

The Bank's Offer to acquire the outstanding shares continues to be available to
shareholders until August 11, 1997. (12:00 midnight local time at the place of
deposit). This transaction is valued at C$1.25 billion and is expected to be
finalized by August 31, 1997.

"After we take up and pay for the shares, which we expect to do by August 14, we
will be in a position to begin working with the National Trustco team to
integrate our two organisations," explained Peter Godsoe, Chairman and Chief
Executive Officer, Scotiabank. "Scotiabank and National Trust are both
community-based organizations, which share a long tradition of providing
excellent customer service at the local level. We look forward to building on
this long history, by providing National Trust customers with a wider range of
products and services and much greater choice in how, when and where they bank."

"In any acquisition of this type, there are invariably some job reductions as
operations are integrated and rationalised." Godsoe continued. "As a
responsible, caring employer, we recognise that there are understandable
concerns, among employees and the communities in which they live, about
potential job losses resulting from this acquisition. In addition, during the
regulatory approval process, it became very clear that the federal government
shares these concerns, which were the subject of much constructive discussion."

"Scotiabank has an excellent track record of preserving employment, particularly
during times of major change, " Godsoe stressed. "While downsizing may have been
the trend at some other institutions, this has not been the case at Scotiabank.
In fact the size of our workforce has increased by 1,500 positions since 1994."

"Consistent with our traditional approach and values as an organization, we
fully intend to manage this integration in a way that minimizes job losses. "
Godsoe continued. "In addition, Scotiabank has the least overlap with National
Trust branches compared to other major Canadian banks, which will also help to
minimize the impact on staffing."

"We expect that evaluating National Trust's operations will require
approximately one year and therefore, minimal National Trust branch closures and
related staffing reductions will occur over the first twelve months."

Godsoe said. "Ultimately, we believe that branch staffing reductions as a result
of this acquisition will be fewer than the 500 to 1,000 positions previously
planned by National Trust."

"Among head office and support functions, we expect that job reductions will be
in the range of 500 to 700 positions over the next three years."

Godsoe continued. "These estimates are based largely on our experience with the
Montreal Trust acquisition and subsequent integration. Based on this and other
experiences, we expect the majority of all reductions will be accommodated
through normal attrition. Beyond that, we will use a variety of special
initiatives to preserve employment wherever possible, including training, job
posting systems, transfers and early retirement packages. National Trust
employees will be able to apply for the estimated 3,000 to 4,000 positions that
become available at Scotiabank in any given year and, in fact, will be given
preference over external candidates."

"National Trust employees will also benefit from increased employment
oportunities in Canada resulting from the Bank's business volume growth, the
introduction of new delivery channels and expansion into the new areas such as
insurance and trust services. " Mr. Godsoe continued. "In addition,
Scotiabank is also significantly expanding its operations internationally. This
creates domestic employment opportunities as well, due to the location of our
head office and support functions in Cananda. We anticipate these growth
trends will continue, with resultant employment opportunities for National Trust
staff."

"In the months ahead, we are very much looking forward to working with National
Trust to bring together the strengths of both organizations and offer our
customers the best banking and trust services available." Godsoe concluded.

National Trustco Inc. is a public holding company for a group of financial
institutions, including its main operating subsidiary, National Trust Company.
With corporate assets of C$14.6 billion and assets under administration of C$7.6
billion, National Trust provides banking and fiduciary services across Canada
through its approximately 3,600 employees. The majority of its 175 branches are
located in Ontario with a particularly strong presence in southern Ontario. The
balance of its branches are in British Columbia, Alberta, Manitoba and Quebec.

Scotiabank is one of North America's premier financial institutions, with more
than C$176 billion in assets and more than 34,500 employees worldwide. It is
also Canada's most international bank, with 1,468 branches and offices in 48
countries on five continents. Scotiabank is on the World Wide Web at
http://www.scotiabank.ca.


For further information: Shelly Jourard, Manager, Public Affairs, 
(416) 866 - 6204


END