TD Bank Finalizes Size of Preferred Share Issue



    TORONTO, Jan. 6 /CNW/ - The Toronto-Dominion Bank (TDBFG) today announced
that a group of underwriters led by TD Securities Inc. has exercised the
option to purchase an additional 3 million non-cumulative 5-Year Rate Reset
Class A Preferred Shares, Series AE (the Series AE Shares) carrying a face
value of $25.00 per share. This brings the total issue announced on January 5,
2009, and expected to close January 14, 2009, to 12 million shares and gross
proceeds raised under the offering to $300 million. TDBFG will file in Canada
a prospectus supplement to its January 11, 2007 short form base shelf
prospectus in respect of this issue.
    The Series AE Shares will yield 6.25% annually, payable quarterly, as and
when declared by the Board of Directors of TDBFG, for the initial period
ending April 30, 2014. Thereafter, the dividend rate will reset every five
years at a level of 437 basis points over the then five-year Government of
Canada bond yield.
    Holders of the Series AE Shares will have the right to convert their
shares into non-cumulative Floating Rate Preferred Shares, Series AF (the
Series AF Shares), subject to certain conditions, on April 30, 2014, and on
April 30th every five years thereafter. Holders of the Series AF Shares will
be entitled to receive quarterly floating dividends, as and when declared by
the Board of Directors of TDBFG, equal to the three-month Government of Canada
Treasury bill yield plus 437 basis points.
    TDBFG has made an application to list the Series AE Shares as of the
closing date on the Toronto Stock Exchange.
    The Series AE Shares and Series AF Shares have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. This press release shall not
constitute an offer to sell securities in the United States.

    About TD Bank Financial Group

    The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Financial Group. TD Bank Financial Group is the sixth largest bank in
North America by branches and serves approximately 17 million customers in
four key businesses operating in a number of locations in key financial
centres around the globe: Canadian Personal and Commercial Banking, including
TD Canada Trust and TD Insurance; Wealth Management, including TD Waterhouse
and an investment in TD Ameritrade; U.S. Personal and Commercial Banking
through TD Banknorth and TD Bank, America's Most Convenient Bank; and
Wholesale Banking, including TD Securities. TD Bank Financial Group also ranks
among the world's leading on-line financial services firms, with more than 5.5
million on-line customers. TD Bank Financial Group had CDN$563 billion in
assets as of October 31, 2008. The Toronto-Dominion Bank trades under the
symbol "TD" on the Toronto and New York Stock Exchanges.





For further information:

For further information: John van Boxmeer, Vice President, Treasury and
Balance Sheet Management, (416) 308-7309; or Nick Petter, Media Relations,
(416) 308-1861


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