TD Executive to Exercise Options, Sell Shares

TORONTO, July 3, 2012 /CNW/ - TD Bank Group (TD) announced today that Bharat Masrani, Group Head U.S. Personal and Commercial Banking TD Bank Group and President & CEO TD Bank, America's Most Convenient Bank® advised of his intention to exercise up to 146,508 options for TD common shares.

Mr. Masrani intends to hold a minimum of 40% of the acquired shares and to sell the remaining shares. The options were granted to Mr. Masrani in December 2002 and 2005 as part of his performance-based compensation. These options are due to expire and lose all value in December 2012.

The options Mr. Masrani intends to exercise represent 20% of his outstanding options. As reported in TD's latest proxy circular, Mr. Masrani has a share ownership requirement of six times his base salary, which he exceeds by a wide margin.

To assist in executing the option exercises, Mr. Masrani is entering into an Automatic Share Disposition Plan. Mr. Masrani made the decision to exercise these options and enter into the Plan at this time due to the bank's conservative trading restrictions policies that could prevent him from trading TD common shares, including 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.

Under TD's policy, TD is required to announce by way of press release Mr. Masrani's intention to conduct any transaction in TD stock, including the exercise of stock options, at least five business days in advance of the date of the transaction.

Mr. Masrani 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 this policy.

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 22 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 Auto Finance Canada; Wealth and Insurance, including TD Waterhouse, an investment in TD Ameritrade, and TD Insurance; 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 approximately 8 million online customers. TD had CDN$773 billion in assets on April 30, 2012.The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

SOURCE TD BANK GROUP

For further information:

Stephen Knight, Media Relations TD Bank Group

416-983-5804            stephen.knight@td.com


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