TD Bank Financial Group Commits to Purchase 15 Million Shares Of TD AMERITRADE Common Stock; TD AMERITRADE Agrees to Open Market Purchase in Lieu of Tender Offer

TDBFG intends to establish one or more stock trading plans inaccordance with U.S. Securities Exchange Act Rule 10b5-1 and make allpurchases in the open market, including purchases through blocktrades, in compliance with U.S. Securities Exchange Act Rule 10b-18.As a result of this commitment, the directors on TD AMERITRADE's boardthat are not designated by TDBFG have agreed to accept open marketpurchases in lieu of TDBFG's obligation to effect a tender offer.

The existing stockholders agreement governing TDBFG's investmentin TD AMERITRADE required TDBFG to commence a tender offer to acquireshares of TD AMERITRADE common stock at a price of not less than US$16per share. At announcement, this represented a premium to the marketprice for TD AMERITRADE common stock but at the current market priceoffers no economic value to shareholders.

TDBFG's purchase commitment will replace its tender offerobligation under the stockholders agreement, and the parties to thestockholders agreement have entered into an amendment reflecting thischange. TDBFG will purchase at least 7.5 million shares pursuant tothe regular daily volume limitation under Rule 10b-18 of 25 percent ofTD AMERITRADE's average daily trading volume (measured in accordancewith Rule 10b-18), as opposed to the once-a-week "block purchase"exception permitted by Rule 10b-18.

In connection with the announcement of its purchase commitment,TDBFG also reaffirms its current intention to reach an ownership levelof 37.5 percent of the outstanding TD AMERITRADE common stock byJanuary 2007. This would require the acquisition of approximately 30million shares including the 15 million shares TDBFG has committed topurchase.

About TD AMERITRADE Holding Corporation

TD AMERITRADE Holding Corporation, through its brokeragesubsidiaries, provides a dynamic balance of investment products andservices that fits the changing needs of investors. The Company's fullspectrum of services for the individual investor include a leadingactive trader program and long-term investor solutions, including anational branch system, as well as relationships with one of thelargest networks of independent registered investment advisors. TheCompany's common stock trades under the ticker symbol AMTD. For moreinformation, please visit www.amtd.com.

About TD Bank Financial Group

The Toronto-Dominion Bank and its subsidiaries are collectivelyknown as TD Bank Financial Group. TD Bank Financial Group serves morethan 14 million customers in four key businesses operating in a numberof locations in key financial centres around the globe: CanadianPersonal and Commercial Banking including TD Canada Trust; WealthManagement including TD Waterhouse and an investment in TD Ameritrade;Wholesale Banking, including TD Securities; and U.S. Personal andCommercial Banking through TD Banknorth. TD Bank Financial Group alsoranks among the world's leading on-line financial services firms, withmore than 4.5 million on line customers. TD Bank Financial Group hadCDN$365 billion in assets, as of October 31, 2005. TheToronto-Dominion Bank trades on the Toronto and New York StockExchanges under the symbol "TD".

This press release contains forward-looking statements within themeaning of U.S. and Canadian securities laws. All such statements aremade pursuant to the "safe harbour" provisions of the United StatesPrivate Securities Litigation Reform Act of 1995 and in any applicableCanadian securities legislation. Such statements may include, but arenot limited to, statements relating to TD Bank Financial Group'splans, objectives, expectations and intentions and other statementsincluding words such as "anticipate," "believe," "plan," "estimate,""expect," "intend," "will," "should," "may," and other similarexpressions. Such statements are based upon the current beliefs andexpectations of TD Bank Financial Group's management and involve anumber of significant risks and uncertainties. Actual results maydiffer materially from the results anticipated in theseforward-looking statements. The following factors, among others, couldcause or contribute to such material differences: the credit, market,liquidity, interest rate, operational, reputational, insurance andother risks discussed in the management discussion and analysissection in other regulatory filings made in Canada and with the SEC,including the Bank's 2005 Annual Report. The preceding list is notexhaustive of all possible factors. Other factors could also adverselyaffect the Bank's results. For more information see the discussionstarting on page 56 of the Bank's 2005 Annual Report. All such factorsshould be considered carefully when making decisions with respect tothe Bank, and undue reliance should not be placed on the Bank'sforward-looking statements. These forward-looking statements speakonly as of the date on which the statements were made. We undertake noobligation to update or revise publicly any forward-lookingstatements, whether as a result of new information, future events orotherwise.