TORONTO, March 26 /CNW/ - The Toronto-Dominion Bank (TDBFG) today
announced that as a result of strong investor demand for its public offering
of non-cumulative 5-Year Rate Reset Class A Preferred Shares, Series AK (the
Series AK Shares), the size of the offering has been increased to 11 million
shares. The gross proceeds of the offering will now be $275 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 $350 million should this option be exercised in full.
    The Series AK 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 4.33% over the then five-year Government of Canada bond
yield.
    Holders of the Series AK Shares will have the right to convert their
shares into non-cumulative Floating Rate Class A Preferred Shares, Series AL
(the Series AL Shares), subject to certain conditions, on July 31, 2014, and
on July 31st every five years thereafter. Holders of the Series AL 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 4.33%.
    The offering will be underwritten by a group of underwriters led by TD
Securities Inc. and is anticipated to qualify as Tier 1 capital for TDBFG. The
expected closing date is April 3, 2009. TDBFG will make an application to list
the Series AK Shares as of the closing date on the Toronto Stock Exchange.
    The Series AK Shares and Series AL 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$585 billion in
assets as of January 31, 2009. The Toronto-Dominion Bank trades under the
symbol "TD" on the Toronto and New York Stock Exchanges.

For further information: Simon Townsend, Media Relations, (416)
944-7161