TD Bank to Issue Preferred Shares



    TORONTO, July 7 /CNW/ - The Toronto-Dominion Bank ("TD") today announced
that it has entered into an agreement with a group of underwriters led by TD
Securities Inc. for an issue of 10 million non-cumulative 5-Year Rate Reset
Class A Preferred Shares, Series Y (the "Series Y Shares"), carrying a face
value of $25.00 per share, to raise gross proceeds of $250 million. TD intends
to file in Canada a prospectus supplement to its January 11, 2007 base shelf
prospectus in respect of this issue.
    TD has also granted the underwriters an option to purchase, on the same
terms, up to an additional 2 million Series Y Shares. This option is
exercisable in whole or in part by the underwriters at any time up to two
business days prior to closing. The maximum gross proceeds raised under the
offering will be $300 million should this option be exercised in full.
    The Series Y Shares will yield 5.10% annually, payable quarterly, as and
when declared by the Board of Directors of TD, for the initial period ending
October 31, 2013. Thereafter, the dividend rate will reset every five years at
a level of 168 basis points over the then five-year Government of Canada bond
yield.
    Holders of the Series Y Shares will have the right to convert their
shares into non-cumulative Floating Rate Class A Preferred Shares, Series Z
(the "Series Z Shares"), subject to certain conditions, on October 31, 2013,
and on October 31 every five years thereafter. Holders of the Series Z Shares
will be entitled to receive quarterly floating dividends, as and when declared
by the Board of Directors of TD, equal to the three-month Government of Canada
Treasury Bill yield plus 168 basis points.
    The issue is anticipated to qualify as Tier 1 capital for TD and the
expected closing date is July 16, 2008.
    The Series Y Shares and Series Z 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 seventh 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; Wealth Management, including TD Waterhouse and an investment
in TD Ameritrade; U.S. Personal and Commercial Banking through TD Banknorth
and Commerce; 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$503.6 billion in assets as of April 30, 2008. The
Toronto-Dominion Bank trades on the Toronto and New York Stock Exchanges under
the symbol "TD", as well as on the Tokyo Stock Exchange.





For further information:

For further information: John van Boxmeer, Vice President, Capital
Finance, (416) 308-7309; Nicholas Petter, Media Relations, (416) 308-1861


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