TD Bank Group Comments on OSFI's Advisory on the Phase-Out of Non-Qualifying Capital Instruments under Basel III

TORONTO, Feb. 7 /PRNewswire/ - TD Bank Group (TD) (TSX andNYSE: TD) announced today that it has reviewed and analyzed the advisory released by the Office of the Superintendent of Financial Institutions (OSFI) on February 4, 2011 clarifying the phase-out of non-qualifying capital instruments under Basel III and OSFI's expectations with respect to the use of redemption rights under regulatory event clauses in non-qualifying capital instruments.

As stated in the advisory, OSFI intends to adopt the Basel III changes in its domestic capital guidance. Under the Basel III rules text, any non-qualifying capital instruments outstanding as of 2022, the final year of the phase-out period, will not be recognized as regulatory capital.  Based on the rules set out in OSFI's advisory, TD currently expects to exercise a regulatory event redemption right only in 2022 in respect of the TD Capital Trust IV^TM Notes - Series 2 outstanding at that time. 

TD's expectations are based on a number of factors and assumptions, including, but not limited to TD's current and expected future capital position taking into account the expected redemptions of TD's capital instruments, the assumption that other redemption rights, as applicable, are not exercised or other capital management actions are not taken, and current market conditions.  These expectations are not intended to apply to capital instruments issued by TD's U.S. subsidiaries.  Given the uncertainty related to the financial, economic, legislative and regulatory environments, these factors - some of which are beyond TD's control and the effects of which can be difficult to predict - could change materially over time and result in a change in the expectations expressed in this press release.

About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (TD or the Bank). TD is the sixth largest bank in North America by branches and serves approximately 19 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 also ranks among the world's leading online financial services firms, with more than 6 million online customers. TD had C$620 billion in assets on October 31, 2010. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

Caution regarding Forward-Looking Statements

From time to time, the Bank makes written and/or oral forward-looking statements, including in this press release. All such statements are made pursuant to the "safe harbour" provisions of, and intended to be forward-looking statements under, applicable Canadian and U.S. securities legislation, including the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as "will", "should", "believe", "expect", "anticipate", "intend", "estimate", "plan", "may" and "could".

By their very nature, these statements require the Bank to make assumptions and are subject to inherent risks and uncertainties, general and specific, including: credit, market (including equity, commodity, foreign exchange and interest rate), liquidity, operational, reputational, insurance, strategic, regulatory, legal, environmental, and other risks, all of which are discussed in the 2010 MD&A starting on page 56.  All such factors should be considered carefully, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, when making decisions with respect to the Bank and we caution readers not to place undue reliance on the Bank's forward-looking statements.

Additional material economic assumptions underlying the forward-looking statements contained in this press release are set out in the 2010 MD&A under the headings "Economic Summary and Outlook" and, for each business segment, "Business Outlook and Focus for 2011", as updated in subsequently filed quarterly Reports to Shareholders.

Any forward-looking statements contained in this press release represent the views of management only as of the date hereof and are presented for the purpose of assisting the Bank's securityholders and analysts in understanding the Bank's current expectations regarding its capital instruments, and may not be appropriate for other purposes. The Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation.

SOURCE TD Bank Group

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