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Press release from CNW Group

TD CEO to Exercise Options and Donate Portion to Charity

Tuesday, July 02, 2013

TD CEO to Exercise Options and Donate Portion to Charity

12:45 EDT Tuesday, July 02, 2013

TORONTO, July 2, 2013 /CNW/ - TD Bank Group (TD) announced today that Ed Clark, Group President and CEO, will enact an automatic plan to exercise up to 497,836 options for TD common shares.

The options were granted to Mr. Clark in December 2007 and 2008 as part of his performance-based compensation. These options are due to expire in December 2014 and 2015.

Mr. Clark intends to donate to charity a portion of the shares he acquires through the option exercises under the plan, and to hold all of the remaining shares, net only of the number of shares needed to generate cash sufficient to cover exercise costs and taxes.

The plan covers 27% of Mr. Clark's outstanding options. As reported in TD's proxy circular, Mr. Clark has a share ownership requirement of 10 times his base salary which he exceeds by a wide margin.

Mr. Clark made the decision to enter into the plan at this time due to TD's conservative trading policies that could prevent him from trading TD shares or exercising options for potentially long periods of time. Under these policies, trading is not permitted for at least six weeks prior to each quarterly release. From time to time, particular circumstances arise that further restrict trading and the combined effect can be a blackout for certain individuals for the better part of a year.

Under TD's policies and applicable securities rules, TD is required to announce by way of press release Mr. Clark's intention to conduct any transaction in TD stock, including the exercise of stock options, at least five business days in advance of the date of the transaction, and his intention to enter into an automatic plan.

Mr. Clark's donation will be administered by the Private Giving Foundation, a donor-advised endowment created by TD Waterhouse to encourage charitable giving in Canada. The donation is being directed to charities that Mr. Clark has been personally involved with for many years.

More information about the Private Giving Foundation can be found at www.tdwaterhouse.ca/privategiving.

About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (TD). TD is the sixth largest bank in North America by branches and serves approximately 22 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 Auto Finance Canada; Wealth and Insurance, including TD Wealth, TD Direct Investing, an investment in TD Ameritrade, and TD Insurance; U.S. Personal and Commercial Banking, including TD Bank, America's Most Convenient Bank, and TD Auto Finance U.S.; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with approximately 8 million active online and mobile customers. TD had CDN$826 billion in assets on April 30, 2013.The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

SOURCE: TD Bank Group

For further information:

Ali Duncan Martin
Manager, Media Relations
416-983-4412

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