TD Bank Financial Group Management Proxy Circular Now Available

TORONTO, Feb. 25 /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 2009 compensation of Ed Clark, President and Chief Executive Officer, TDBFG.

The Management Resources Committee set Mr. Clark's total direct compensation for 2009 at $10.4 million, down from $11 million in 2008.

"TD had a record year in 2009. The bank's achievements and Ed's leadership highlight that TD is well positioned to continue to deliver long-term value to shareholders, even during challenging market conditions," said John Thompson, Chairman of the Board of TD Bank Financial Group and member of the Management Resources Committee. "Following a comprehensive review of our compensation practices, we determined that Ed delivered well against the set of financial, strategic and shareholder objectives by which we measure executive performance."

"Also, the majority of Ed's compensation is equity-based, ensuring that his pay is closely aligned with shareholder interests," added Mr. Thompson.

During 2009, TD delivered record earnings, with the vast majority generated by the bank's retail operations. TD ended the year with a strong balance sheet and continues to be one of the few North American banks with a Aaa credit rating from Moody's Investor Services. The bank continued to set the bar for convenience and customer service, winning J.D. Power and Associates awards for the fourth consecutive year in both Canada and the U.S. mid-Atlantic region.

TD continued to invest in its employees and communities during 2009. Employee engagement increased from 2008 levels and TD was once again named to the Hewitt (Canada) Top 50 Employers list. TD was also named as one of the global 100 most sustainable corporations in the world by Corporate Knights Inc. and Innovest Strategic Value Advisors.

"Our 2009 review of pay practices also resulted in the introduction of claw-back provisions for all executive incentive awards in the event of a restatement of financial results due to a material misrepresentation or a material error," Mr. Thompson said. "As well, the Management Resources Committee has the ability to cancel unvested equity awards."

The management proxy circular also contains information about a previously disclosed one-time option grant that Mr. Clark received as part of his renewed employment agreement. As part of the terms of the renewed agreement, Mr. Clark's pension will be frozen in October 2010, and he will not receive any pension payments that would have been due to him between October 2010 and the bank's annual meeting in 2013. The cash payments that Mr. Clark would have received were replaced with an equivalent option grant of $4.7 million. This grant effectively replaced earned cash with at-risk equity, enhancing Mr. Clark's long-term alignment with shareholder interests. Mr. Clark also agreed to waive his right to severance pay under any circumstances.

The 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. It also includes information regarding a non-binding, advisory vote by shareholders on TD's approach to executive compensation. The meeting is planned for March 25, 2010, in Quebec City, Quebec.

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 more than 18 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, including 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 6 million online customers. TD Bank Financial Group had CDN$557 billion in assets on October 31, 2009. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

For further information: Mohammed Nakhooda, Media Relations, [phone]; Wojtek Dabrowski, Media Relations, [phone]