TD CFO To Exercise Options, Donate To Charity

TORONTO, May 25, 2012 /CNW/ - TD Bank Group (TD) announced today that Colleen Johnston, Group Head Finance and Chief Financial Officer advised of her intention to exercise up to 41,656 options for TD common shares and sell the acquired shares. The options were granted to Ms. Johnston in December 2005 as part of her performance-based compensation. These options are due to expire in December 2012.

Ms. Johnston intends to donate 100% of the net cash proceeds from the option exercise to charity.

The options Ms. Johnston intends to exercise represent 14% of her outstanding options. As reported in TD's proxy circular, Ms. Johnston has a share ownership requirement of six times her base salary, which she exceeds by a wide margin.

Ms. Johnston made the decision to exercise these options at this time due to the bank's conservative trading restrictions policies that could prevent her from trading TD common shares, including 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 policy, TD is required to announce by way of press release Ms. Johnston'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.

Ms. Johnston has other outstanding options that are approaching expiry in the coming years, and her intention to exercise these options before they expire will also be pre-disclosed in accordance with this policy.

Ms. Johnston'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 Ms. Johnston 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 Waterhouse, 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 online customers. TD had CDN$773 billion in assets on April 30, 2012.The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

SOURCE TD Bank Group

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