Toronto-Dominion Bank president and CEO Ed Clark will see his final compensation for 2008 reduced to $8 million, down 41% from 2007, the bank revealed in its notice of annual meeting of common shareholders and management proxy circular, which was mailed out on Thursday.

TD Bank’s board of director’s management resources committee had set Clark’s 2008 total compensation at $11 million, reducing his cash incentive year-over-year by 44%. But on light of the difficult economic circumstances, Clark asked that his 2008 compensation be reduced by an additional $3 million.

The management resources committee reiterated its comfort with the initial compensation decision, but under the circumstances agreed on the reduced amount. The committee has decided that the forfeiture of $3 million will be directed from TD Bank to three charities identified by Clark.

“While the Board stands by its original compensation award decision, we respect Ed’s wishes and decided to donate the $3 million to charity,” said John Thompson, chairman of the board of TD Bank and a member of the management resources committee. “Under TD Bank’s pay for performance model, the management resources committee tracks specific strategic business objectives and TD Bank’s overall results, including both the operational performance of the bank and the performance of TD’s stock, and we have been pleased with how Ed has delivered against his objectives.”

Added Thompson: “2008 was an impressive year for TD despite the dramatic events that unfolded in the financial services sector. From protecting investors by avoiding investments in U.S. subprime mortgages, to not selling third-party asset-backed commercial paper to its customers, to positioning TD Bank to become the first truly North American bank, Ed and his leadership team have been valuable assets to our shareholders in what was a challenging year.

“Despite the bank’s many accomplishments, the disappointing stock performance in 2008 had a significant impact on the equity compensation Ed has received in prior years as more than 70% of his compensation comes from equity, ensuring very tight alignment to shareholders’ interests,” added Thompson.

Clark’s voluntary forfeiture of $3 million to be donated by TD Bank to charity will be evenly split between forfeitures of stock options and performance share units.

The management proxy circular also contains information for shareholders regarding TD Bank’s annual meeting, including exercising voting rights on the election of TD Bank’s board of directors, the appointment of the auditor, and shareholder proposals. The meeting is planned for April 2 in Saint John, New Brunswick.