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

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