TD CEO Agrees to Extension of Employment



    TORONTO, Feb. 27 /CNW/ - The Board of Directors of TD Bank Financial
Group (TDBFG) today announced that it has extended the employment agreement of
Ed Clark, President and CEO, TDBFG. Mr. Clark's current agreement, in place
since the merger of TD Bank and Canada Trust in 2000, was set to expire on
October 10, 2010. Mr. Clark has agreed to an extension of his agreement that
will run at least until TDBFG's Annual Meeting in 2013.
    "Ed's leadership continues to be a valuable asset for our shareholders,
so we are exceptionally pleased he has agreed to extend the terms of his
employment with TD," said John Thompson, Chairman of the Board, TDBFG. "As
I've said many times, I believe Ed is a superb CEO. Unlike many of its peers
around the world, some of which are struggling to survive, TD remains one of
the most reliably profitable banks in the world. Ed's strategic vision and
leadership have a lot to do with that."
    As part of the terms of the renewed agreement, Mr. Clark's pension will
be frozen in October 2010. The pension benefit to be received by Mr. Clark at
retirement will not increase in value beyond that determined under Mr. Clark's
original agreement expiring in October 2010, and Mr. Clark will not receive
any pension payments, due to him beginning October 2010, until he actually
retires from the Bank. The cash payments that would have been paid to Mr.
Clark have been replaced with an equivalent option grant of $4.7 million. This
option grant will be awarded on Tuesday, March 3rd, 2009, as part of the
contract extension, replacing earned cash with at-risk equity, enhancing Mr.
Clark's long-term alignment with shareholder interests.
    As part of the extension of his contract, Mr. Clark has also agreed to
waive his right to severance pay under any circumstances. As recently reported
in TDBFG's proxy circular, the potential value of this severance was $10.1
million. Furthermore, consistent with best practices in executive
compensation, a policy has been enacted that provides for the recuperation of
future equity grants awarded to Mr. Clark in the event of any fraudulent
misrepresentation of financial results. These new measures complement the
policies already in place at TD to align Mr. Clark's interests with those of
shareholders, such as requiring Mr. Clark to hold an equity stake equal to ten
times his base salary for at least two full years after retirement, linking
his compensation to TD's performance even after he is no longer CEO.
    "The extension of Ed's employment agreement is great news for TD
shareholders, customers and employees," Mr. Thompson added. "The bank's
performance under Ed's leadership speaks for itself: TD is one of only three
banks listed on the New York Stock Exchange that are rated Aaa by Moody's. TD
is consistently named one of the best places to work, helping the bank attract
and retain great employees. And we had the highest customer satisfaction
levels in both Canada and much of the United States. The strategy that Ed and
his executive team have built and executed has made TD one of the strongest
banks in the world."

    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 online financial services firms, with more than 5.5
million online customers. TD Bank Financial Group had CDN$585 billion in
assets on January 31, 2009. The Toronto-Dominion Bank trades under the symbol
"TD" on the Toronto and New York Stock Exchanges.





For further information:

For further information: Nick Petter, Media Relations, TDBFG, (416)
308-1861


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