The South Financial Group Agrees to Merger with TD Bank Financial Group

GREENVILLE, SC – May 17, 2010 – The South Financial Group, Inc.(NASDAQ: TSFG) today announced that it has entered into a definitiveagreement with TD Bank Financial Group (TSX and NYSE:TD) providing forthe merger of TSFG and a wholly-owned subsidiary of TD.

Under the agreement, TD will acquire all outstanding shares of commonstock of TSFG. Upon completion of the transaction, TD will acquire allof TSFG and all of its businesses and obligations, including alldeposits of Carolina First Bank (which also operates as Mercantile Bankin Florida).

In light of the pending transaction with TD, TSFG is postponing itsannual meeting of shareholders that was scheduled to be held on Tuesday,May 18, 2010.

“Our board and management have conducted a broad and extensiveprocess over the last six months to seek the best outcome for ourshareholders, as well as for our customers, employees and thecommunities which we serve,” said H. Lynn Harton, President and CEO ofThe South Financial Group. “TD is a strongly-capitalized financialinstitution with a prudent approach to risk management. It is committedto maintaining TSFG’s tradition of customer service and communityinvolvement. TD’s Aaa-rated financial strength will help the combinedcompany position itself for future success and long-term growth.”

Harton continued, “With this merger, we will also become part of anorganization with a passion for delivering legendary customerexperiences and a commitment to building strong relationships with theircustomers. Our Carolina First and Mercantile operations will become anintegral part of TD’s expansion in building out the ‘Maine to Florida’franchise in the United States. This is a strong combination and willbring stability to our customers and employees.”

The addition of TSFG marks TD Bank’s entry into the Carolinas andbolsters its Florida franchise. The franchises fit together very well,further filling out TD’s U.S. footprint.

“TSFG offers us a strong platform for expansion in the U.S.Southeast, further expands our presence in Florida and demonstrates ourcontinued commitment to growing our business,” said Bharat Masrani,President and CEO, TD Bank, America’s Most Convenient Bank. “We believethat we can add significant upside by applying our retail expertise andWOW! culture to this established regional bank. The transaction buildson our organic growth capability and the momentum of our recentacquisitions in the deposit-rich Florida market. It also gives us astrong position in North and South Carolina, where Carolina First is aleading community bank with a solid base for market share growth andasset generation.”Lynn Harton will continue to be based in Greenville,SC and will join TD Bank’s management team, reporting to Mr. Masrani,upon the conclusion of the transaction.

DESCRIPTION OF THE TRANSACTION

Under terms of the agreement, which has been approved unanimously bythe boards of both companies, TSFG’s common shareholders will receive,at each shareholder’s election, $0.28 in cash or 0.004 shares of TDcommon stock per TSFG common share for a total of approximately $61million in cash or TD common stock (based on TD’s closing stock price onMay 14, 2010). In addition, immediately prior to completion of themerger, the United States Department of the Treasury will sell to TD its$347 million of TSFG preferred stock and the associated warrantacquired under the Treasury’s Capital Purchase Program and discharge allaccrued but unpaid dividends on that stock for total cash considerationof approximately $130.6 million. Completion of the merger requires,among other things, the approval of TSFG shareholders and customaryregulatory approvals. The transaction is expected to close in TD’s thirdfiscal quarter of 2010.

In connection with the agreement, TD and TSFG entered into a sharepurchase agreement under which TSFG is issuing to TD preferred stockthat votes as a single class with TSFG’s common stock representing 39.9percent of TSFG’s total voting power after the issuance. TSFG intends toissue the preferred stock described above in reliance on theshareholder approval exception set forth in NASDAQ Rule 5635(f), andTSFG’s audit committee has approved reliance on this exception.

ADVISORS

Morgan Stanley is serving as financial advisor, and Wachtell, Lipton,Rosen & Katz is serving as legal advisor to TSFG in thistransaction. BofA Merrill Lynch and Goldman Sachs are serving as jointfinancial advisors, and Simpson Thacher & Bartlett LLP is serving aslegal advisor to TD Bank Financial Group and TD Bank in thistransaction.

GENERAL INFORMATION

About TD Bank Financial Group
The Toronto-Dominion Bank and its subsidiaries are collectively known asTD Bank Financial Group (TDBFG). TDBFG is the sixth largest bank inNorth America by branches and serves more than 18 million customers infour key businesses operating in a number of locations in key financialcentres around the globe: Canadian Personal and Commercial Banking,including TD Canada Trust and TD Insurance; Wealth Management, includingTD Waterhouse and an investment in TD Ameritrade; U.S. Personal andCommercial Banking, including TD Bank, America’s Most Convenient Bank;and Wholesale Banking, including TD Securities. TDBFG also ranks amongthe world’s leading online financial services firms, with more than 6million online customers. TDBFG had $567 billion in assets on January31, 2010. The Toronto-Dominion Bank trades under the symbol “TD” on theToronto and New York Stock Exchanges.

About TD Bank, America’s Most Convenient Bank®
TD Bank, America’s Most Convenient Bank, is one of the 15 largestcommercial banks in the United States with $152 billion in assets, andprovides customers with a full range of financial products and servicesat more than 1,000 convenient locations from Maine to Florida. TD Bank,N.A., is headquartered in Cherry Hill, N.J., and Portland, Maine. TDBank is a trade name of TD Bank, N.A. For more information, visit www.tdbank.com.

About The South Financial Group
The South Financial Group is a bank holding company focused on servingsmall businesses, middle market companies, and retail customers in theCarolinas and Florida. At March 31, 2010, it had approximately $12.4billion in total assets and 176 branch offices. TSFG operates CarolinaFirst Bank, which conducts banking operations in North Carolina andSouth Carolina (as Carolina First Bank), and in Florida (as MercantileBank). At March 31, 2010, approximately 44% of TSFG’s total customerdeposits were in South Carolina, 45% were in Florida, and 11% were inNorth Carolina. Investor information is available at www.thesouthgroup.com.