TORONTO - TD Bank Financial Group (TSE/NYSE: TD) announced today that its initial public offering of 42 million shares of common stock of its global discount brokerage, TD Waterhouse Group, Inc. has been priced at US$24.00/CDN$35.28. The underwriters will have a 30-day option to purchase up to 5.25 million additional common shares at the offering price to cover over-allotments. If the over-allotment option is exercised, the public would own 12.4% of TD Waterhouse Group and TD Bank Financial Group would own the remaining 87.6%.

Of the 42 million share offering, 27.3 million shares are being offered in the United States, 10.5 million shares will be offered in Canada, subject to final regulatory approvals, and 4.2 million shares are being offered outside the United States and Canada.

The shares will begin trading on the New York Stock Exchange and the Toronto Stock Exchange under the ticker "TWE" on June 23, 1999.

The joint global coordinators for the offering are Credit Suisse First Boston and TD Securities Inc.

TD Waterhouse is the world's second largest discount brokerage. The global business includes more than 2.6 million client accounts and over US$106 billion in assets under administration.

This announcement is neither an offer to sell nor a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction.

The offering is made solely by means of the prospectus, a copy of which can be obtained from the underwriters.