Tuesday, August 3, 1999

Remarks By:
A. Charles Baillie
Chairman & Chief Executive Officer
TD Bank Financial Group

Good morning and welcome. I'm Charlie Baillie, Chairman and CEO of TD Bank Financial Group. With me today is Ed Clark, President and CEO of CT Financial Services, and, I am delighted to say, the man who will lead the retail division of TD Bank Financial Group, as Chairman and CEO of "TD Canada Trust."

Today, I am pleased to announce that we have agreed to make a takeover bid to acquire CT Financial Services. This acquisition builds on the momentum we have demonstrated over the past few years and vaults us to the front ranks of the industry. Canada Trust is a highly prized, Canadian financial services jewel, and together, we will create the leading financial services institution in Canada. Together, we will be number one in customer service and number one in mutual fund advice. We value our customers and our priority is to earn the opportunity to continue to meet your needs.

As with TD's brand, we recognize the value of the Canada Trust brand and accordingly, we will call the combined retail franchise TD Canada Trust. I believe their brand has value because Canada Trust has set the standard in service excellence in the industry.

To Canada Trust customers, I'd like to say we are committed to upholding that reputation and we intend to adopt the Canada Trust retail service model. In particular, I want to assure Canada Trust customers that we are committed to upholding the hours of service you have enjoyed at Canada Trust, and to TD customers, that we will be changing our own branch hours to more closely align with those at Canada Trust. We think this will benefit all of the customers of the combined business.

Our best chance of earning your business will be through the efforts of our employees. To the employees of TD and Canada Trust, we are making a pledge - while there will be job loss associated with the integration of the two companies, all employees of TD Canada Trust will have a compensation guarantee for a period of 18 months following today's announcement. Any TD Canada Trust employee released as a result of integration will receive the greater of the compensation guarantee for the balance of the 18-month period, or his or her severance payment.

We will offer as many affected employees as possible positions that result from normal turnover. We will provide employees with as much notice as possible following the closing of the deal, and we will provide a high level of support. We estimate that actual losses will be about 6.5%, or 2,900 of the total combined number of full time equivalent employees approximately 44,000. For the vast majority of employees of both organizations, there will be tremendous opportunity as we build a great customer-focused company together.

The shareholders of TD will see this deal be accretive to cash earnings in the first year after closing, and the longer-term value of the joint company will be outstanding. TD and Canada Trust are an ideal fit. This transaction will vault two of Canada's smaller institutions to number 3 in asset size in Canada, and will put us in a better position to become a significant force in North America. While together we will be number 3 in size, we believe that we will lead the industry in customer service, innovation and results.

Now, I would like to address some of the public policy issues that were raised at the time the bank mergers were turned down last December and talk a bit about this transaction in that context. I believe this transaction is quite different and I'd like to highlight some of the key differences:

• First, the MacKay report has been issued and the government has responded to it. While the other proposed mergers pre-dated MacKay, we believe this deal conforms with the government's recently released policy paper.
• Second, there will continue to be five major Canadian banks, among many other financial services competitors, following the completion of this transaction. The previous deals would have reduced the number of major banks from five to three.
• Third, the continued presence of those 5 major bank competitors addresses, I believe, the safety and soundness concerns that appeared to be the reason for the regulator's perception that there might be too few options available should a major financial institution fail.
• Fourth, in every location where there are TD and Canada Trust branches, there are at least two other major deposit-taking competitors. So the competition issues are not as significant in scope. The Competition Bureau will of course review the transaction.
• Finally, there are no rural communities in Canada where TD and Canada Trust are the sole providers of branch services.

So, this is a very different transaction from last year's proposed bank mergers.

In closing, let me say that at TD, and at Canada Trust, we are committed to building a customer service-focused, professional workplace that delivers exceptional shareholder value. Together, TD and Canada Trust will offer customers an unparalleled level of service, people, products and technology.

That is our legacy as individual companies, and it will be our achievement together.

Thank you. Ed Clark will now speak for a few minutes and we will then take your questions.