TD Bank Financial Group to Issue $1 Billion of TD Capital Trust IV Notes



    TORONTO, Jan. 15 /CNW/ - The Toronto-Dominion Bank ("TDBFG") announced
today that TD Capital Trust IV (the "Trust"), a subsidiary of TDBFG, and TDBFG
have entered into an agreement with a syndicate of underwriters led by TD
Securities Inc. for an issue of $550,000,000 TD Capital Trust IV Notes -
Series 1 due June 30, 2108 ("TD CaTS IV - Series 1") and $450,000,000 TD
Capital Trust IV Notes - Series 2 due June 30, 2108 ("TD CaTS IV - Series 2")
(collectively, the "TD CaTS IV Notes"). The offering will raise aggregate
gross proceeds of $1 billion. TD Capital Trust IV and TDBFG intend to file a
final prospectus with the securities regulators in each of the provinces and
territories of Canada with respect to the offering of the TD CaTS IV Notes.
    TDBFG anticipates the TD CaTS IV Notes will qualify as Tier 1 Capital of
TDBFG. Any Tier 1 Capital over the 15% regulatory limit will temporarily be
counted as Tier 2B Capital. The expected closing date is January 26, 2009.
    From the date of issue to, but excluding, June 30, 2019, interest on the
TD CaTS IV - Series 1 is payable semi-annually at a rate of 9.523% per year.
Starting on June 30, 2019, and on every fifth anniversary thereafter until
June 30, 2104, the interest rate on the TD CaTS IV - Series 1 will reset as
described in the prospectus.
    From the date of issue to, but excluding June 30, 2039, interest on each
TD CaTS IV - Series 2 is payable semi-annually at a rate of 10.00% per year.
Starting on June 30, 2039, and on every fifth anniversary thereafter until
June 30, 2104, the interest rate on the TD CaTS IV - Series 2 will reset as
described in the prospectus.
    On or after June 30, 2014, the Trust may, at its option and subject to
certain conditions, redeem the TD CaTS IV - Series 1 or the TD CaTS IV -
Series 2, in each case, in whole or in part.
    In certain circumstances, the TD CaTS IV Notes or interest thereon may be
automatically exchanged or paid by the issuance of non-cumulative Class A
first preferred shares of the Bank.
    The TD CaTS IV Notes will not be listed on any stock exchange.

    The TD CaTS IV Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended, or under any state
securities laws, and may not be offered, sold or delivered, directly or
indirectly, in the United States of America. This press release shall not
constitute an offer to sell or solicit to buy such 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, Capital
Finance, (416) 308-7309; or Nick Petter, Media Relations, (416) 308-1861


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