Purchase of MBNA Canada Bank's credit card assets by the Toronto-Dominion Bank is completed

TORONTO, Dec. 1, 2011 /PRNewswire/ - The purchase by The Toronto-Dominion Bank ("TD") from MBNA Canada Bank ("MBNA Canada") of substantially all of MBNA Canada's credit card portfolio, as well as certain other assets and liabilities, was completed today.  Attached is a press release of TD providing additional details respecting the completed transaction.

In connection with the sale transaction, amendments were made to the program agreements under the Gloucester Credit Card Trust ("Gloucester") securitization program in order to effect the replacement of MBNA Canada as seller and servicer of the securitized receivables by TD and the replacement of MBNA Canada as Gloucester's administrative agent by TD.  Effective immediately TD has assumed all of MBNA Canada's obligations to Gloucester as seller, servicer and administrative agent.  TD will delegate certain servicing functions to MBNA Canada, Bank of America and their affiliates during an interim transition period.

The rating agencies rating the Gloucester notes have confirmed that the amendments made to the program agreements will not result in a downgrade or withdrawal of any of their ratings.

In connection with the assumption by TD of the role of administrative agent for Gloucester, Thomas Litzgus and Sean Thompson, both officers of TD, will be directly involved in TD's capacity as administrative agent for Gloucester and as such may be considered to be acting in a capacity similar to that of a director under applicable securities legislation.

TD Bank Group completes acquisition of MBNA Canada's credit card business

• Closing gives TD increased scale and capabilities in credit card business

TORONTO, Dec. 1, 2011 - TD Bank Group (TD) (TSX andNYSE: TD) today announced it has completed the acquisition of substantially all of MBNA Canada's credit card portfolio, as well as certain other assets and liabilities, from Bank of America Corporation (NYSE: BAC).

"The completion of this transaction significantly builds on our existing Canadian credit card business and positions us as a top issuer in the country," said Tim Hockey, President and CEO, TD Canada Trust.  "Acquiring MBNA Canada will boost our capabilities in this space and will be a great complement to our existing high-growth card business."

MBNA Canada is the largest MasterCard issuer and the fourth largest credit card issuer in the country. Following the closing of this transaction, TD's Canadian credit card business will have a total of approximately 5.8 million active accounts. TD expects to complete the conversion of this acquisition approximately 18 months from now. In the meantime, it will be business as usual for customers and MBNA Canada will continue to operate on a standalone basis.

"We will work closely with our affinity partners to ensure a smooth transition as we bring MBNA Canada into the TD family," Hockey said. "We plan to build on the increased scale of our cards business to win new customers and gain market share."

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 20.5 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, TD Insurance, and TD Auto Finance Canada; 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 TD Auto Finance U.S.; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with more than 7.5 million online customers. TD had CDN$686 billion in assets on October 31, 2011. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

For further information contact:

Investors:
Rudy Sankovic
TD Bank Group
416-308-9030

Media:
Wojtek Dabrowski
TD Bank Group
416-307-8149

SOURCE TD Bank Group

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