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

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