TD Bank to Issue Preferred Shares



    TORONTO, Jan. 22 /CNW/ - The Toronto-Dominion Bank (TDBFG) today
announced that it has entered into an agreement with a group of underwriters
led by TD Securities Inc. for an issue of 8 million non-cumulative 5-Year Rate
Reset Class A Preferred Shares, Series AG (the Series AG Shares), carrying a
face value of $25.00 per share, to raise gross proceeds of $200 million. TDBFG
intends to file in Canada a prospectus supplement to its September 29, 2008
base shelf prospectus in respect of this issue.
    TDBFG has also granted the underwriters an option to purchase, on the
same terms, up to an additional 3 million Series AG 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 $275 million should this option be exercised in full.
    The Series AG 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 438 basis points over the then five-year Government of
Canada bond yield.
    Holders of the Series AG Shares will have the right to convert their
shares into non-cumulative Floating Rate Class A Preferred Shares, Series AH
(the Series AH Shares), subject to certain conditions, on April 30, 2014, and
on April 30th every five years thereafter. Holders of the Series AH 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 438 basis points.
    The issue is anticipated to qualify as Tier 1 capital for TDBFG and the
expected closing date is January 30, 2009. TDBFG will make an application to
list the Series AG Shares as of the closing date on the Toronto Stock
Exchange.
    The Series AG Shares and Series AH 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: Nick Petter, Media Relations, (416) 308-1861


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