Takes Action on Commitments

RNS Number:6407J
Toronto-Dominion Bank
03 April 2003



  TD Bank Financial Group takes action to deliver on commitments to deal with
                          under-performing businesses


*All figures in CDN$ dollars.


TORONTO, April 3, 2003 - TD Bank Financial Group (TDBFG) will announce today at
the Bank's 147th Annual Meeting in London, Ontario that it will restructure the
international unit of its wealth management business, TD Waterhouse, and the US
equity options arm of its wholesale banking operation, TD Securities, in a move
to deliver on its previously stated commitment to address issues in these
under-performing businesses. Restructuring plans are to be finalized and in
place by the end of the second quarter and substantially implemented by the end
of the current fiscal year.


"We have indicated on a number of occasions over the last few months that there
were three issues that we were addressing - our corporate loan portfolio, our
international wealth management business and our equity options business in the
United States," said W. Edmund Clark, TDBFG President and Chief Executive
Officer. "On the first issue, we are making good progress and are pleased with
our results in exiting unprofitable loans in our non-core portfolio and
following an extensive review and evaluation we are taking further action to
tackle the two remaining issues."


Declining volumes in the discount brokerage business worldwide have resulted in
excess capacity, which has impacted on the Bank's ability to profitably run a
global brokerage model. Restructuring plans for TD Waterhouse International will
include a streamlining of UK operations and discussions with its joint venture
partners to agree on appropriate plans to manage the businesses in light of
current trading volumes. TDBFG will incur restructuring costs of approximately
$30 million, the bulk of which will be taken in the second quarter with the
balance coming during the rest of the fiscal year as the plan is implemented.


"We made a commitment to take the necessary steps to bring TD Waterhouse to
break even internationally by 2004, and it is now clear we needed to
restructure," said Clark. "Once our restructuring plan is complete, we believe
we will have the right infrastructure, market position and customer base to meet
this commitment."


Dramatic volume and margin declines have been a major disappointment for the
Bank's US equity options business since making the acquisition in March 2002.
TDBFG has taken steps to stem the losses but has now reached the conclusion that
it cannot turn the business around without a major shift in strategy and
restructuring. TDBFG will retain a clearly focused equity options group centered
in Chicago, with floor operations on the Chicago and American Stock Exchanges.
TDBFG will take the bulk of a restructuring charge of approximately $80 million
during the second quarter and the balance over the remainder of the fiscal year
as the plan is implemented. Restructuring to develop a profitable niche is
expected to take six to nine months. If the initial plan does not meet
expectations, the Bank will take further action that would include up to an
additional $50 million in restructuring costs.


It is not expected that the restructuring plans for either business will restore
operations to a level that would justify the carrying amount of current
goodwill. Accordingly, the Bank will write-down in TD Waterhouse International
goodwill and book value of $305 million (excluding the goodwill associated with
the Bank's joint venture with NatWest) and write-off $369 million of previously
recorded goodwill associated with the equity options group through a charge to
earnings in the second quarter.




"These problem areas are not new - I have publicly pointed to them over the last
two quarters as areas that we were watching very closely. I have also said very
clearly that I intend to address our problems proactively and transparently, by
bringing issues forward sooner rather than later to rid ourselves of any
obstacles standing in our way of generating sustainable and consistent
earnings," said Clark. "In total these restructuring charges will cost us $0.12
per share and will save us $0.04 per share of losses per quarter that we have
been incurring to date. These actions will make a positive difference in our
earnings going forward and we look forward to moving ahead without distraction."


TDBFG expects little or no decline in its Tier 1 capital ratio, which stood at
8.5% as at January 31, 2003, for the second quarter because goodwill is largely
already deducted in calculating the Tier 1 capital ratio. As a result, the Bank
sees no change in its stated intention to review what to do with its capital
surplus at the end of the year. Earnings are expected to be reduced
approximately $1.15 per share when you consider the impact of both the
restructuring and goodwill writedowns.




ABOUT TD BANK FINANCIAL GROUP


The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank
Financial Group. In Canada and around the world, TD Bank Financial Group serves
more than 13 million customers in three key businesses: personal and commercial
banking including TD Canada Trust; wealth management including the global
operations of TD Waterhouse; and a leading wholesale bank, TD Securities,
operating in a number of locations in key financial centres around the globe. TD
Bank Financial Group also ranks among the world's leading on-line financial
services firms, with more than 4.5 million on-line customers. TD Bank Financial
Group had CDN$311 billion in assets, as at January 31, 2003. The
Toronto-Dominion Bank trades on the Toronto and New York Stock Exchanges under
the symbol "TD".


                                     - 30 -


FORWARD-LOOKING STATEMENTS


This news release may contain forward-looking statements, including statements
regarding the business and anticipated financial performance of TDBFG. These
statements are subject to a number of risks and uncertainties that may cause
actual results to differ materially from those contemplated by the
forward-looking statements. Some of the factors that could cause such
differences include but are not limited to legislative or regulatory
developments, competition, technological change, global capital market activity,
interest rates, changes in government and economic policy, inflation and general
economic conditions in geographic areas where TDBFG operates. These and other
factors should be considered carefully and undue reliance should not be placed
on the forward-looking statements. TDBFG does not undertake to update any
forward-looking statements.


FURTHER INFORMATION


Dan Marinangeli, Executive Vice President and 
Chief Financial Officer [phone]

Scott Lamb, Vice President, Investor Relations [phone]

John McNeil, Senior Manager, External Communications [phone]








ANALYST CALL


TDBFG will hold an analyst conference call today, Thursday April 3, 2003 at
16h00 EST. The call will feature a presentation by W. Edmund Clark and will be
followed by a question and answer period for analysts. The call is expected to
last for approximately 60 minutes.

The audio webcast as well as the slides to be referenced during the presentation
can be viewed by accessing www.td.com/investor, clicking on Analyst
Presentations and then on Live Investor Conference Call, April 3rd, 2003.


In addition, a recording of the presentation will be archived on TD's website
following the webcast and will be available for replay for a period of at least
one month.


CALL NUMBERS


Media / General Public: 1-888-571-5411 or 416-646-3096 (Listen Only)


REPLAY


Playback of the call may be accessed until Thursday April 10, 2003 by calling
1-877-289-8525 or 416-640-1917 and by entering passcode 245937#.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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