TD Bank Group Management Proxy Circular Now Available

TORONTO, Feb. 23 /CNW/ - TD Bank Group (TD) today announced that it has mailed its Notice of Annual Meeting of Common Shareholders and Management Proxy Circular to common shareholders of The Toronto-Dominion Bank. The document is also available online at www.td.com/investor/proxy.jsp.

The management proxy circular contains, in part, detailed descriptions of TD's executive compensation policy, including the 2010 compensation of Ed Clark, Group President and Chief Executive Officer, TD.

The Human Resources Committee set Mr. Clark's total direct compensation for 2010 at $11.275 million, compared with $10.4 million in 2009. In 2010, Mr. Clark voluntarily deferred his cash bonus into deferred share units. As a result, all of his incentive compensation for 2010 is equity-based to maximize alignment to long-term shareholder value.

"TD had another great year in 2010, marked by significant growth despite ongoing weakness in the economy. Thanks to the leadership of Ed and the management team, the bank's adjusted earnings per share rose eight percent, back to the record levels we saw in 2007," said Brian Levitt, TD's Chairman of the Board and member of the Human Resources Committee. "We're very proud of TD's performance and the bank remains well positioned to continue to deliver long-term, profitable growth and shareholder value."

During 2010, TD delivered record adjusted earnings of more than $5 billion. These earnings were anchored by very strong performance from our retail businesses on both sides of the border. TD's Wholesale business delivered another impressive year ahead of expectations and performance in the Wealth Management business continued to strengthen throughout the year. The bank's performance also exceeded North American peers on several key financial measures, and customer satisfaction increased during the year. 

The bank's focus on delivering legendary customer experiences was recognized with numerous awards, including TD Canada Trust being named highest in customer satisfaction among the big five Canadian banks for the fifth year in a row by J.D. Power & Associates. TD also continued to build on its strong employment brand and was named one of Aon Hewitt's 50 Best Employers in Canada for the third year in a row.

The circular also contains information for shareholders regarding TD's annual meeting, including exercising voting rights on the election of TD's Board of Directors, the appointment of the auditor, and shareholder proposals. It also includes information regarding a non-binding, advisory vote by shareholders on TD's approach to executive compensation. The meeting will be held on March 31, 2011, in Victoria, British Columbia.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group. TD is the sixth largest bank in North America by branches and serves approximately 19 million customers in four key businesses operating in a number of locations in key financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trust and TD Insurance; Wealth Management, including TD Waterhouse and an investment in TD Ameritrade; U.S. Personal and Commercial Banking, including TD Bank, America's Most Convenient Bank; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with more than 6 million online customers. TD had $620 billion in assets on October 31, 2010. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.


SOURCE TD Bank Group

For further information:

Mohammed Nakhooda, Media Relations, (416) 983-8622; Wojtek Dabrowski, Media Relations, (416) 307-8149


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