Toronto-Dominion has entered into an agreement with a group of underwriters led by TD Securities Inc. for an issue of eight million non-cumulative 5-Year Rate Reset Class A Preferred Shares, Series AI, carrying a face value of $25 a share, to raise gross proceeds of $200 million.

TD Bank intends to file in Canada a prospectus supplement to its Sept. 29, 2008 base shelf prospectus in respect of this issue.

TD Bank has also granted the underwriters an option to purchase, on the same terms, up to an additional the 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 TD Bank’s board of directors, 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, subject to certain conditions, on July 31, 2014, and on July 31 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 TD Bank, 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 TD Bank and the expected closing date is March 6. TD Bank 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 U.S.