Thefollowingtableillustratesthemathematicallydeterminedresultsobtainedby

applyingthebusinessperformancefactorof97%tothetargettotalcompensationfor
theCEO

2013 target

Salary
CashIncentive
EquityIncentive
TotalDirect
Compensation

CE
O

Year Salary
$
$

201
3
201
2
201
1
201
0

2013
business
performanc
e factor
N/A
97%
97%
N/A

$1,500,000
$1,800,000
$7,700,000
$11,000,000

Sharebased
awards
$

Option-based
awards

$1,500,00
0

$4,850,000

224,456

$1,500,00
0

$5,025,000

$1,500,00
0
$1,500,00
0

2013 funds 2013 funds

available
available
$1,500,000
$1,746,000
$7,469,000
$10,715,000

Nonequity
annual
incentive
plans
$

Pen
sion
valu
es
$

All
other Total
compensati compensa
on
$
$

$2,350,009

$1,600,000

$0

$ 136,875

$10,436,884

280,312

$2,500,047

$1,725,000

$0

$ 134,192

$10,884,239

$5,210,010

323,216

$2,605,024

$1,960,000

$0

$ 113,373

$11,388,407

$5,210,053

154,624

$2,605,028

$1,960,000

$0

$118,601

$11,393,682

(#)

2014CEOcompensationplan
Thefollowingtableillustratesthemathematicallydeterminedresultsobtainedby
applyingthebusinessperformancefactorof104.6%tothetargettotalcompensation
forthe CEO.

Variable

Compone
nts

2014
target

Salary

$
1,500,00
0
$
104.6%

Cash

2014
business
performa
nce
factor
n/a

2014
funds
availabl
e
$
1,500,00
0
$

compens
ation

Incentive
Equity
Incentive
Total
Direct
Compensa
tion

1,800,00
0
$
104.6%
7,700,00
0
$11,000, n/a
000

1,882,80
0
$
8,054,20
0
$11,437,
000

ThefollowingtablehighlightsthefinaltotaldirectcompensationawardedtoMr.
Clarkforthepasttwoyears.
2013

2014

Salary

$
1,500,000

$
1,500,000

Cash
Incentive

$
1,600,000

$
1,897,500

17%

Equity
Incentive

$
7,200,000

$
7,927,500

70%

Total Direct $10,300,0

Compensati 00
on

$11,325,0
00

100%

Organizati
on
($
BILLIONS)
RBC
BMO
CIBC
SCOTIA
TD

2014mi
x
13%

REVENU
E

NET
INCOM
E

MARKET
CAPITALIZATIO
N

30.9
16.3
12.8
21.3
27.3

8.4
4.2
3.4
6.7
6.7

100.9
46.8
35.4
76.6
87.7

RBC

Nixon

$12 million

Scotia

Richard Waugh

$11.1million

CIBC

Gerald McCaughey

$9.3 million

BMO

William Downe

$9.5million

National bank

Louis Vachon

$7.1 million

TD

$11.3 million

W. Edmund Clark

According to the 2013 Canadian banks CEOs total direct

compensation comparison and peer groups performance above. We
can know that CEO compensation of TD just less than RBCs. W.
Edmund Clark got a better and reasonable compensation due to the
performance.

Canadian
personal
and
commercial
banking

Wealth
and
insurance

U.S.
Personal
and
Commercial
Banking

Wholesale
Banking

Corporate

Total

2013

2012

2013

2012

2013

2012

2013

2012

2012

2013

Net interest income

(loss)

$8,345

$8,02
3

$579

$583

$5,172

$4,663

$1,982

$1,805

201
3
$

$(48)

$16,07
8

Noninterest income
(loss)

2,695

2,629

6,358

5,860

1,957

1,468

425

849

(251)

(286)

11,184

Provision for credit

losses

929

1,151

779

779

26

47

(103)

(182)

1,631

Insurance claims and

relatedexpenses

3,056

2,424

3,056

Noninterestexpenses

5,136

4,988

2,821

2,600

4,550

4,125

1,541

1,570

994

715

15,042

Income(loss)before
provisionforincome
taxes

4,975

4,513

1,060

1,419

1,800

1,227

840

1,037

(1142
)

(867)

7,533

Provisionfor(recovery
of)incometaxes

1,321

1,209

153

261

273

99

192

157

(796)

(634)

1,143

Equityinnetincomeof
aninvestmentin
associate,netofincome
taxes

246

209

26

25

272

Netincome(loss)
reported

3,654

3,304

1,153

1,367

1,527

1,128

648

880

(320)

(208)

6,662

Totaladjustments
foritemsofnote

112

104

100

294

284

206

496

Netincome(loss)
adjusted

$3,76
6

$3,4
08

$1,1
53

$1,3
67

$1,6
27

$1,4
22

$64
8

$880

$(36)

$(2)

$7,1
58

( Millions of Canadian
dollars )

(BillionsofCanadiandollars)
Averagecommon
equity

$7.8

$7.7

$6.1

$6.6

$18.
9

$17.
6

$4,2

$4.1

$8.7

$5.5

$45.
7

Riskweightedassets

82

78

17

132

111

47

43

286

4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
-500

20112
2012
2013

From the bar chart among 2011, 2012, and 2013, and the table
between 2012 and 2013 above we can see the performance of each
segments.
Outperformed segments
1 Canadian personal and commercial banking
TD Bank has huge amount of customers and broad and flexible
services through branches, telephone, mobile banking and Internet
for personal and commercial banking. There are some of the
reasons leading to outperformance. TD increased the record
adjusted efficiency ratio. TD acquires most Aeroplan credit card
portfolio from CIBC. Chequing and savings deposit volume grew due
to a focus on acquiring and retaining core customer accounts. TD
Continued to focus on customer service and convenience by
investing in mobile and online banking, and opened 19 new
branches in 2013.
2 U.S. personal and commercial banking
This segment comprises the Banks retail and commercial banking
operations in the U.S. operating under the brand TD Bank, Americas
Most Convenient Bank. TD Gained profitable market shares in both
loans and deposits while maintaining strong credit quality. Whats
more TDs asset quality has improved for the overall portfolio.
Additionally, TD Continued to lead in customer service and
convenience with more store hours than competitors in our Maineto- Florida footprint, and continued to invest in growing the
franchise
Underperformed segments
1 Wealth and insurance

TD Wealth consists of Direct Investing, Advice-based, and Asset

Management businesses. TD Insurance manufactures and
distributes property and casualty insurance and life and health
insurance products in Canada. Those components contain many uncontrollable factors to decrease the income. Persistently low interest
rate environment continued to limit TDs ability to grow revenue on
deposits. The property and casualty Insurance business experienced
unfavorable prior years claims development related primarily to
Ontario auto insurance, as well as higher claims costs due to severe
weather-related events, including the flood in Southern Alberta and
the Greater Toronto Area in the third quarter of 2013. As a result,
Insurance earnings declined significantly year over year.

2 Wholesale Banking
Wholesale Banking provides a wide range of capital markets and
investment banking products and services including underwriting
and distribution of new debt and equity issues, providing advice on
strategic acquisitions and divestitures, and meeting the daily
trading, funding and investment needs of our clients. There was a
significant decrease compared to 2012 and 2011 mostly due to low
interest rates and subdued markets leading to reduced trading
opportunities. Global fiscal challenges and regulatory reform also
applied pressure on business confidence and activities.

3 Corporate
Corporate segment provides centralized advice and counsel to key
businesses and comprises the impact of treasury and balance sheet
management, general provisions for credit losses, tax items at an
enterprise level, the elimination of taxable equivalent and other
intercompany adjustments, and residual unallocated revenue and
expenses. The losses increased in 2013 because of the impact of tax
items and hedging. Whats worse Alberta flood and restructuring
charges gave more pressure on the corporate segment.

All in all, the performance of the whole segments was better than
last year.