TD Bank Finalizes Size of Preferred Share Issue

    TORONTO, Jan. 23 /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 AG (the Series AG Shares) carrying a
face value of $25.00 per share. This brings the total issue announced on
January 22, 2009, and expected to close January 30, 2009, to 15 million shares
and gross proceeds raised under the offering to $375 million. TDBFG will file
in Canada a prospectus supplement to its September 29, 2008 short form base
shelf prospectus in respect of this issue.
    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 offering is anticipated to qualify as Tier 1 capital for TDBFG. 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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