• Establishes TD as a top credit card issuer in Canada
• Financially attractive acquisition
• TD becomes dual issuer, giving customers greater choice
• TD gains the largest Canadian MasterCard issuer

TORONTO, Aug. 15, 2011 /PRNewswire/ – TD Bank Group (TD) (TSX and NYSE: TD) and
Bank of America Corporation (NYSE: BAC) today announced a definitive
agreement under which TD will purchase MBNA Canada’s credit card
portfolio, as well as certain other assets and liabilities. TD will pay
a modest premium on an expected $8.5 billion of credit card receivables
at closing.

“We are very pleased to be acquiring MBNA Canada’s credit card business.
This acquisition will position TD as a top card issuer in Canada,” said
Ed Clark, Group President and CEO, TD Bank Group. “We’ve consistently
said that we will seize good opportunities that make strategic sense,
fit within our risk profile and are financially attractive. This
franchise brings new customers to TD, provides attractive additional
options for our customers and is a great complement to our existing
high-growth credit card business.”

MBNA Canada is the country’s largest MasterCard issuer. This acquisition
will significantly build on TD’s existing Canadian credit card
business, which has successfully grown to approximately 4 million
active accounts. With this transaction, TD will add 1.8 million active
accounts to its base.

“This transaction boosts our capability in credit cards and increases
our scale in this business, allowing us to further leverage our
distribution capabilities,” said Tim Hockey, President and CEO, TD
Canada Trust. “Acquiring this business makes TD a dual issuer of both
Visa and MasterCard, giving customers greater choice.”

“TD also has a strong history in the affinity market and this
transaction will allow us to increase our presence in this space,”
added Hockey. “We look forward to working with new affinity partners in
credit cards and to welcoming new customers to TD.”

Additional details of the transaction

Subject to the satisfaction of regulatory approvals and customary
closing conditions, this transaction is expected to close in the first
quarter of fiscal 2012. The MBNA Canada brand will be maintained at
least up to conversion, which is expected to be approximately 18 months
from close. Prior to close, TD expects to issue up to 8 million common
shares for prudent capital management purposes, subject to tone and
price in the market. The common shares are not expected to be
registered under the U.S. Securities Act of 1933 and may not be offered
or sold in the U.S. absent registration or an applicable exemption from
the registration requirements.

TD expects a 20-basis-point impact to its Tier 1 capital ratio on
closing, on a pro forma basis as at TD’s last quarter end and after the
intended common share issuance.

TD expects the transaction to be accretive by 5 cents to adjusted
earnings per share in fiscal 2012 and by 10 cents to adjusted earnings
per share in fiscal 2013.

Investor information and call:

The call will be audio webcast live at www.td.com/investor/ at 8:30 a.m. ET and is expected to last about 45 minutes. The call and
webcast will feature presentations by TD executives on the transaction
and will be followed by a question-and-answer period. The presentation
material referenced during the call is available on the website at www.td.com/investor/calendar_arch.jsp. A listen-only telephone line is available at 416-644-3415 or
1-877-974-0445 (toll free).

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 more than 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 approximately 7
million online customers. TD had CDN$630 billion in assets on April 30,
2011. The Toronto-Dominion Bank trades under the symbol “TD” on the
Toronto and New York Stock Exchanges.

Caution Regarding Forward Looking Information, Non-GAAP Measures and
Other Matters

From time to time, TD makes written and oral forward-looking statements,
including in this press release, in other filings with Canadian
regulators or the U.S. Securities and Exchange Commission (SEC), and in
other communications. In addition, representatives of TD may make
forward-looking statements orally to analysts, investors, the media and
others. All such statements are made pursuant to the “safe harbour”
provisions of applicable Canadian and U.S. securities laws, including
the U.S. Private Securities Litigation Reform Act of 1995. Forward-
looking statements include, among others, statements regarding TD’s
objectives and priorities and strategies to achieve them, and TD’s
anticipated financial performance. Forward-looking statements are
typically identified by words such as “will”, “would”, “expect”,
should”, “believe”, “anticipate”, “intend”, “estimate”, “plan”, “may”
and “could”.

By their very nature, these statements require TD to make assumptions
and are subject to inherent risks and uncertainties, general and
specific. Especially in light of the uncertainty related to the
financial, economic and regulatory environments, such risks and
uncertainties—many of which are beyond TD’s control and the effects of
which can be difficult to predict—may cause actual results to differ
materially from the expectations expressed in the forward-looking
statements. Risk factors that could cause such differences include:
credit, market (including equity, commodity, foreign exchange and
interest rate), liquidity, operational, reputational, insurance,
strategic, regulatory, legal, and other risks, all of which are
discussed in the Management’s Discussion and Analysis (2010 MD&A) in
TD’s 2010 Annual Report and the Management’s and Discussion and
Analysis in TD’s Q1 and Q2 2011Reports to Shareholders.

With regard to TD’s proposed acquisition of the assets of MBNA Canada,
there can be no assurance that TD will realize the anticipated benefits
or results due to a variety of factors, including: inability to
complete the acquisition in the timeframe anticipated, obtain
governmental approvals of the transaction or satisfy other conditions
to the transaction on the proposed terms and timeframe; higher than
anticipated integration costs; difficulty or delays in integrating
the MBNA Canada business; failure to obtain the consent or other
agreement of certain counterparties whose consent or agreement is
required in order for TD to acquire the relationship and related card
balances; higher than expected rates of non-renewal and lower than
anticipated rates of new account origination; higher than expected
rates of provisions for credit losses; lower than expected rates of
run-off with respect to the portion of the portfolio comprised of
promotional rate balances in the 12 to 18 months following closing; and
challenges with introducing new products and services, achieving
acceptance in certain markets of TD’s products and services in those
markets, and developing and maintaining partner and customer
relationships.

We caution that the preceding list is not exhaustive of all possible
risk factors and other factors could also adversely affect TD’s
results. For additional information, please see the “Risk Factors and
Management” section of the 2010 MD&A. TD’s material general economic
assumptions are set out in TD’s 2010 Annual Report under the heading
“Economic Summary and Outlook” and for each of the business segments
under the heading “Business Outlook and Focus for 2011”.

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 TD
and undue reliance should not be placed on TD’s forward-looking
statements.

Any forward-looking statements contained in this press release represent
the views of management only as of today’s date and are presented for
the purpose of assisting TD’s shareholders and analysts in
understanding TD’s objectives and priorities, and may not be
appropriate for other purposes. Actual results may differ materially
from the results anticipated in these forward-looking statements. TD
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 laws.

TD’s financial results are prepared in accordance with GAAP. TD also
utilizes non-GAAP financial measures referred to as “adjusted” results
to assess each of its businesses and to measure overall bank
performance. To arrive at adjusted results, TD removes “items of note”,
net of income taxes, from GAAP results. The items of note relate to
items which management does not believe are or would be indicative of
underlying business performance. TD believes that adjusted results
provide the reader with a better understanding of how management views
the bank’s performance. Adjusted results are different from results
determined in accordance with GAAP and adjusted results and adjusted
earnings per share are not defined terms under GAAP, and, therefore,
may not be comparable to similar terms used by other issuers. For more
information of a general nature, see “How the Bank Reports” in TD’s
reports to shareholders. For more information on the adjustments to
TD’s expected earnings per share referred to above, as well as the
material factors and assumptions inherent in TD’s expectations for its
future Tier 1 capital ratio and earnings per share referred to above,
see the presentation materials available on the website at www.td.com/investor/calendar_arch.jsp.

SOURCE TD BANK GROUP