TD CEO to Exercise Options and Donate Portion to Charity

TORONTO, Sept. 2, 2011 /CNW/ - TD Bank Group (TD) announced today that Ed Clark, Group President and CEO, will enact an automatic plan to exercise up to 213,472 options for TD common shares. The options were granted to Mr. Clark in December 2005 as part of his performance-based compensation. These options are due to expire in December 2012.

Mr. Clark intends to donate approximately 8,000 shares he acquires through the option exercises under the plan to charity and to sell all of the remaining shares. Part of the proceeds of sale will be used to cover exercise costs and taxes.

The plan covers 12 % of Mr. Clark's outstanding options. As reported in TD's proxy circular, Mr. Clark has a share ownership requirement of 10 times his base salary which he exceeds by a wide margin.

Mr. Clark made the decision to enter into the plan at this time due to TD's conservative trading policies that could prevent him from trading TD shares or exercising options for potentially long periods of time. Under these policies, trading is not permitted for at least six weeks prior to each quarterly release. From time to time, particular circumstances arise that further restrict trading and the combined effect can be a blackout for certain individuals for the better part of a year.

In addition, on August 15, 2011, TD announced its intention to issue up to 8 million common shares prior to the closing of the acquisition of MBNA Canada Bank's credit card portfolio and certain other assets and liabilities. For good governance reasons, Mr. Clark has decided not to start exercises under the plan until the completion of the offering or the closing of the acquisition, whichever comes first.

Under TD's policies and applicable securities rules, TD is required to announce by way of press release Mr. Clark's intention to conduct any transaction in TD stock, including the exercise of stock options and his intention to enter into an automatic plan. Mr. Clark has other outstanding options that are approaching expiry in the coming years, and his intention to exercise these options before they expire will also be pre-disclosed in accordance with TD's policies.

Mr. Clark's donation will be administered by the Private Giving Foundation, a donor-advised endowment created by TD Waterhouse to encourage charitable giving in Canada. The donation is being directed to charities that Mr. Clark has been personally involved with for many years.

More information about the Private Giving Foundation can be found at www.tdwaterhouse.ca/privategiving.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (TD). TD is the sixth largest bank in North America by branches and serves approximately 20 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, and TD Auto Finance Canada; 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 TD Auto Finance U.S.; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with more than 7 million online customers. TD had CDN$665 billion in assets on July 31, 2011. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

SOURCE TD BANK GROUP

For further information:

Wojtek Dabrowski
TD Bank Group
(416) 307-8149

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TD BANK GROUP

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