TD to issue Preferred Shares

RNS Number:2126G
Toronto-Dominion Bank
15 January 2003

TD Bank to Issue Preferred Shares

The Toronto-Dominion Bank ("TD") today announced that it has entered into an
agreement with a group of underwriters led by TD Securities Inc. for an issue of
10 million Non-cumulative Class A First Preferred Shares, Series M priced at
C$25.00 per share to raise gross proceeds of C$250 million. TD intends to file
in Canada a prospectus supplement to its December 12, 2002 base shelf prospectus
in respect of this issue.

TD has also granted the underwriters an option to purchase, on the same terms,
up to an additional four million Series M preferred shares. This option is
exercisable in whole or in part by the underwriters at anytime until 2:00pm on
January 16, 2003. The maximum gross proceeds raised under the offering will be
C$350 million should this option be exercised in full.

The Series M preferred shares will yield 4.70 per cent annually and are
redeemable by TD, subject to regulatory consent, at a declining premium after
approximately six years for cash or in exchange for common shares at 95% of the
then market price of the common shares.

The expected closing date for this issue is February 3, 2003 which matches the
date TD previously announced for redeeming a similar amount of Non-cumulative
Class A First Preferred Shares, Series K and Series L. Consequently, no material
change in TD's Tier 1 ratio is expected.

The securities offered 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. In Canada and around the world, TD Bank Financial Group serves
more than 13 million customers in three key businesses: personal and commercial
banking including TD Canada Trust; wealth management including the global
operations of TD Waterhouse; and a leading wholesale bank, TD Securities,
operating in over 20 locations in key financial centres around the globe. TD
Bank Financial Group also ranks among the world's leading on-line financial
services firms, with more than 4.5 million on-line customers. TD Bank Financial
Group had CDN$278 billion in assets, as at October 31, 2002. The
Toronto-Dominion Bank trades on the Toronto and New York Stock Exchanges under
the symbol "TD."


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For further information: Peter J. Aust, Vice President, Capital Finance,

(416) 982-8056


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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