TD Bank to Issue Preferred Shares



    TORONTO, Feb. 25 /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 AI (the Series AI 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 AI 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 AI Shares will yield 6.25% annually, payable quarterly, as and
when declared by the Board of Directors of TDBFG, for the initial period
ending July 31, 2014. Thereafter, the dividend rate will reset every five
years at a level of 4.15% over the then five-year Government of Canada bond
yield.
    Holders of the Series AI Shares will have the right to convert their
shares into non-cumulative Floating Rate Class A Preferred Shares, Series AJ
(the Series AJ Shares), subject to certain conditions, on July 31, 2014, and
on July 31st every five years thereafter. Holders of the Series AJ 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 4.15%.
    The issue is anticipated to qualify as Tier 1 capital for TDBFG and the
expected closing date is March 6, 2009. TDBFG will make an application to list
the Series AI Shares as of the closing date on the Toronto Stock Exchange.
    The Series AI Shares and Series AJ 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

    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
online financial services firms, with more than 5.5 million online customers.
TD Bank Financial Group had CDN$585 billion in assets on January 31, 2009. 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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