TD Bank Financial Group Management Proxy Circular Now Available



    TDBFG's CEO total compensation reduced by 41% in 2008

    TORONTO, Feb. 19 /CNW/ - TD Bank Financial Group (TDBFG) 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
TDBFG's executive compensation policy, including the 2008 compensation of Ed
Clark, President and Chief Executive Officer, TDBFG.
    Mr. Clark's final compensation for 2008 will be $8 million, down 41% from
2007. The Board's Management Resources Committee set Mr. Clark's 2008 total
compensation at $11 million, reducing his cash incentive year-over-year by
44%. In light of the difficult economic circumstances that Canada and the
world face, Mr. Clark asked that his 2008 compensation be reduced by an
additional $3 million. The Management Resources Committee reiterated its
comfort with the initial compensation decision, but under the circumstances
agreed on the reduced amount. The Committee has decided that the forfeiture of
$3 million will be directed from TD Bank Financial Group to three charities
identified by Mr. Clark.
    "While the Board stands by its original compensation award decision, we
respect Ed's wishes and decided to donate the $3 million to charity," said
John Thompson, Chairman of the Board of TD Bank Financial Group and member of
the Management Resources Committee. "Under TD's pay for performance model, the
Management Resources Committee tracks specific strategic business objectives
and TDBFG's overall results, including both the operational performance of the
bank and the performance of TD's stock, and we have been pleased with how Ed
has delivered against his objectives."
    "2008 was an impressive year for TD despite the dramatic events that
unfolded in the financial services sector. From protecting investors by
avoiding investments in U.S. subprime mortgages, to not selling third-party
Asset Backed Commercial Paper to its customers, to positioning TD to become
the first truly North American bank, Ed and his leadership team have been
valuable assets to our shareholders in what was a challenging year," noted Mr.
Thompson.
    "Despite the bank's many accomplishments, the disappointing stock
performance in 2008 had a significant impact on the equity compensation Ed has
received in prior years as over 70% of his compensation comes from equity,
ensuring very tight alignment to shareholders' interests," added Mr. Thompson.
    Mr. Clark's voluntary forfeiture of $3 million to be donated by TD Bank
Financial Group to charity will be evenly split between forfeitures of stock
options and performance share units.
    The management proxy circular also contains information for shareholders
regarding TDBFG's annual meeting, including exercising voting rights on the
election of TDBFG's Board of Directors, the appointment of the auditor, and
shareholder proposals. The meeting is planned for April 2, 2009, in Saint
John, New Brunswick.

    About TD Bank Financial Group

    The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Financial Group. TD Bank Financial Group is the sixth largest bank in
North America by branches and serves approximately 17 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
through TD Banknorth and TD Bank, America's Most Convenient Bank; and
Wholesale Banking, including TD Securities. TD Bank Financial Group also ranks
among the world's leading on-line financial services firms, with more than 5.5
million on-line customers. TD Bank Financial Group had CDN$563 billion in
assets as of October 31, 2008. The Toronto-Dominion Bank trades under the
symbol "TD" on the Toronto and New York Stock Exchanges.





For further information:

For further information: Simon Townsend, Media Relations, (416)
944-7161; Nick Petter, Media Relations, (416) 308-1861


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