Obligation TD Capital Trust Quartet 10% ( CA87239GAB01 ) en CAD

TD Capital Trust Quartet

100 % ▼

Canada

CA87239GAB01 ( en CAD )

10% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation TD Capital Trust IV CA87239GAB01 en CAD 10%, échue

1 000 CAD

450 000 000 CAD

87239GAB0

TD Capital Trust IV est un fonds commun de placement fermé non garanti géré par TD Asset Management, investissant principalement dans un portefeuille diversifié de titres de créance de sociétés de haute qualité à revenu fixe.

L'Obligation émise par TD Capital Trust Quartet ( Canada ) , en CAD, avec le code ISIN CA87239GAB01, paye un coupon de 10% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully
offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an
opinion about these securities and it is an offence to claim otherwise. The securities offered hereby have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any State securities law and may
not be offered for sale, sold or delivered, directly or indirectly, in the United States, its territories or possessions or to or for the
account or benefit of a U.S. Person within the meaning of Regulation S under the U.S. Securities Act. Information has been
incorporated by reference in this short form prospectus from documents filed with the securities commissions or similar authorities
in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate
Secretary, The Toronto-Dominion Bank, Toronto-Dominion Centre, Toronto, Canada, M5K 1A2 (telephone: (416) 308-6963) and are
available electronically at www.sedar.com.

Short Form Prospectus

Initial
Public
Offering
January 15, 2009

TD Capital Trust IVTM
(a trust established under the laws of Ontario)
$550,000,000
9.523% TD Capital Trust IV NotesSeries 1 Due June 30, 2108
(TD CaTS IV Series 1)
and
$450,000,000
10.00% TD Capital Trust IV NotesSeries 2 Due June 30, 2108
(TD CaTS IV Series 2)
__________________________________

TD Capital Trust IVTM (the "Trust") is a trust established under the laws of Ontario pursuant to a declaration of trust
dated as of January 7, 2009, as amended and restated from time to time (the "Declaration of Trust"). The Trust proposes
to issue and sell to investors pursuant to this short form prospectus (the "Offering") $550,000,000 principal amount of
9.523% TD Capital Trust IV Notes Series 1 due June 30, 2108 (the "TD CaTS IV-Series 1") and $450,000,000
principal amount of 10.00% TD Capital Trust IV Notes Series 2 due June 30, 2108 (the "TD CaTS IV-Series 2"), each
representing a series of subordinated unsecured debt obligations of the Trust (the "TD CaTS IV Notes"). The Trust's
objective is to acquire and hold the Trust Assets (as defined herein), initially comprised primarily of two senior deposit
notes (the "Bank Deposit Notes") issued by The Toronto-Dominion Bank (the "Bank"), in order to generate income for
payment of the principal, interest, the redemption price, if any, and any other amounts, in respect of its debt securities,
including the TD CaTS IV Notes. The Offering will provide the Bank with a cost-effective means of raising capital for
Canadian bank regulatory purposes. The Trust will also issue voting trust units (the "Voting Trust Units" and,
collectively with the TD CaTS IV Notes, the "Trust Securities") to the Bank, or affiliates of the Bank. The Bank will at
all times own, directly or indirectly, all of the Voting Trust Units. See "Description of the Trust Securities". The Trust
may, at any time and from time to time, issue additional Voting Trust Units or subordinated notes of any series
without the authorization of holders of TD CaTS IV Notes. See "Description of the Trust Securities TD CaTS
IV Notes Issue of Additional Trust Securities".
The TD CaTS IV Notes will be issued only in denominations of $1,000 and integral multiples thereof.

(TM) Trade mark of The Toronto-Dominion Bank used under license by the Trustee.

From the date of issue until June 30, 2108, the Trust will pay interest on each Series of TD CaTS IV Notes in equal
(subject to the reset of the applicable interest rate) semi-annual instalments on June 30 and December 31 of each year,
with the first payment on June 30, 2009, subject to any applicable withholding tax. Notwithstanding the foregoing,
assuming the TD CaTS IV Notes are issued on January 26, 2009, the first interest payment on the TD CaTS IV Notes on
June 30, 2009 will be in the amount of $40.44013699 per $1,000 principal amount of TD CaTS IV-Series 1 and
$42.46575342 per $1,000 principal amount of TD CaTS IV-Series 2.
From the date of issue to, but excluding, June 30, 2019 the interest rate on the TD CaTS IV-Series 1 will be fixed at
9.523% per annum. Starting on June 30, 2019 and on every fifth anniversary of such date thereafter until June 30, 2104
(each such date, a "Series 1 Interest Reset Date"), the interest rate on the TD CaTS IV-Series 1 will be reset at an interest
rate per annum equal to the Government of Canada Yield (as defined herein) plus 10.125%. From the date of issue to,
but excluding, June 30, 2039 the interest rate on the TD CaTS IV-Series 2 will be fixed at 10.00% per annum. Starting
on June 30, 2039 and on every fifth anniversary of such date thereafter until June 30, 2104 (each such date, a "Series 2
Interest Reset Date"), the interest rate on the TD CaTS IV-Series 2 will be reset at an interest rate per annum equal to the
Government of Canada Yield plus 9.735%.
The TD CaTS IV Notes will mature on June 30, 2108. Holders of TD CaTS IV Notes may, in certain circumstances, be
required to invest interest paid on the TD CaTS IV Notes in a new series of non-cumulative Class A First Preferred
Shares of the Bank (the "Bank Class A Preferred Shares") (each such series is referred to as "Bank Deferral Preferred
Shares"). See "Description of the Trust Securities TD CaTS IV Notes Deferral Right".
Each Bank Deposit Note will be dated the Closing Date (as defined herein) and will mature on June 30, 2108. From the
Closing Date until June 30, 2108, the Bank will pay interest on each Bank Deposit Note in equal (subject to the reset of
the applicable interest rate) semi-annual instalments on June 30 and December 31 of each year, with the first payment on
June 30, 2009. Notwithstanding the foregoing, assuming the Bank Deposit Notes are issued on January 26, 2009, the
first interest payment on the Bank Deposit Notes on June 30, 2009 will be in the amount of $41.28945205 per $1,000
principal amount of the Series 1 Bank Deposit Note (as defined herein) and $43.31506849 per $1,000 principal amount
of the Series 2 Bank Deposit Note (as defined herein). From the date of issue to, but excluding, June 30, 2019 the
interest rate on the Series 1 Bank Deposit Note will be fixed at 9.723% per annum. Starting on June 30, 2019 and on
every Series 1 Interest Reset Date, the interest rate on the Series 1 Bank Deposit Note will be reset at an interest rate per
annum equal to the Government of Canada Yield plus 10.425%. From the date of issue to, but excluding, June 30, 2039
the interest rate on the Series 2 Bank Deposit Note will be fixed at 10.20% per annum. Starting on June 30, 2039 and on
every Series 2 Interest Reset Date, the interest rate on the Series 2 Bank Deposit Note will be reset at an interest rate per
annum equal to the Government of Canada Yield plus 10.035%. See "Description of the Bank Deposit Notes".
The Bank will covenant for the benefit of holders of a Series of TD CaTS IV Notes (the "Dividend Stopper
Undertaking") that, in the event of an Other Deferral Event (as defined herein), the Bank will not declare dividends of
any kind on any preferred shares or common shares of the Bank (the "Bank Common Shares", and collectively with the
preferred shares, the "Dividend Restricted Shares") until the 6th month (the "Dividend Declaration Resumption Month")
following the relevant Deferral Date (as defined herein). It is in the interest of the Bank to ensure, to the extent
within its control, that the Trust pays the interest on the TD CaTS IV Notes in cash on each Interest Payment
Date (as defined herein) so as to avoid triggering the Dividend Stopper Undertaking. See "Description of the Trust
Securities TD CaTS IV Notes -- Bank Dividend Stopper Undertaking" and "Risk Factors".
The TD CaTS IV Notes, including accrued and unpaid interest thereon, will be exchanged automatically (the "Automatic
Exchange"), without the consent of the holder thereof, for newly-issued Bank Exchange Preferred Shares (as defined
herein) if: (i) an application for a winding-up order in respect of the Bank pursuant to the Winding-Up and Restructuring
Act (Canada) is filed by the Attorney General of Canada or a winding-up order in respect of the Bank pursuant to that
Act is granted by a court; (ii) the Superintendent of Financial Institutions (Canada) (the "Superintendent") advises the
Bank in writing that the Superintendent has taken control of the Bank or its assets pursuant to the Bank Act (Canada) (the
"Bank Act"); (iii) the Superintendent advises the Bank in writing that the Superintendent is of the opinion that the Bank
has a risk-based Tier 1 Capital ratio of less than 5.0% or a risk-based Total Capital ratio of less than 8.0%; (iv) the Board
of Directors (as defined herein) advises the Superintendent in writing that the Bank has a risk-based Tier 1 Capital ratio
of less than 5.0% or a risk-based Total Capital ratio of less than 8.0%; or (v) the Superintendent directs the Bank
pursuant to the Bank Act to increase its capital or provide additional liquidity and the Bank elects to cause the Automatic
Exchange as a consequence of the issuance of such direction or the Bank does not comply with such direction to the
2

satisfaction of the Superintendent within the time specified therein (each, a "Loss Absorption Event"). Following the
Automatic Exchange, holders of TD CaTS IV Notes immediately prior to the Automatic Exchange will cease to have any
claim or entitlement for interest or principal against the Trust. If the Automatic Exchange were to occur and Bank
Exchange Preferred Shares were issued in exchange for TD CaTS IV Notes, the cost-effective nature of the
consolidated capital raised by the Bank through the issuance of the TD CaTS IV Notes would be lost.
Accordingly, it is in the interest of the Bank to ensure that an Automatic Exchange does not occur, although the
events that could give rise to an Automatic Exchange, namely the occurrence of a Loss Absorption Event, may be
beyond the control of the Bank. See "Description of the Trust Securities -- TD CaTS IV Notes -- Automatic
Exchange" and "Description of Bank Exchange and Deferral Preferred Shares".
On each Interest Payment Date in respect of which a Deferral Event (as defined herein) has occurred (each a "Deferral
Date"), holders of TD CaTS IV Notes will be required to invest interest paid on such TD CaTS IV Notes in a new series
of Bank Deferral Preferred Shares. A new series of Bank Deferral Preferred Shares will be issued in respect of each
Deferral Event. The subscription amount of each Bank Deferral Preferred Share will be an amount equal to the face
amount of the share, and the number of Bank Deferral Preferred Shares subscribed for on each Deferral Date will be
calculated by dividing the amount of the interest payment on the applicable Series of TD CaTS IV Notes that has not
been paid in cash on the applicable Deferral Date by the face amount of each Bank Deferral Preferred Share. See
"Description of the Trust Securities -- TD CaTS IV Notes -- Deferral Right".
On or after June 30, 2014 the Trust may, at its option, with the prior approval of the Superintendent, on giving not more
than 60 nor less than 30 days' notice to the holders of the TD CaTS IV Notes, redeem the TD CaTS IV Notes, in whole
or in part. The redemption price per $1,000 principal amount of TD CaTS IV Notes redeemed on any day that is not an
Interest Reset Date (as defined herein) will be equal to the greater of par and the Canada Yield Price (as defined herein),
and the redemption price per $1,000 principal amount of TD CaTS IV Notes redeemed on any Interest Reset Date will be
par, together in either case with accrued and unpaid interest to, but excluding, the date fixed for redemption, subject to
any applicable withholding tax. The redemption price payable by the Trust will be paid in cash. See "Description of the
Trust Securities -- TD CaTS IV Notes -- Trust Redemption Right".
Upon the occurrence of a Regulatory Event (as defined herein) or a Tax Event (as defined herein), the Trust may, at its
option, with the prior approval of the Superintendent, on giving not more than 60 nor less than 30 days' notice to the
holders of the applicable Series of TD CaTS IV Notes, redeem all (but not less than all) of the applicable Series of TD
CaTS IV Notes at a redemption price per $1,000 principal amount of such Series of TD CaTS IV Notes equal to par,
together with accrued and unpaid interest to, but excluding, the date fixed for redemption, subject to any applicable
withholding tax. The redemption price payable by the Trust will be paid in cash. See "Description of the Trust Securities
-- TD CaTS IV Notes -- Redemption on Tax or Regulatory Event".
It is expected that the Trust Assets will be purchased primarily from the Bank and/or its affiliates. The Bank will act as
Administrative Agent (as defined herein) to the Trust. See "The Trust -- The Administrative Agent".
The TD CaTS IV Notes have been structured with the intention of achieving Tier 1 regulatory capital for the Bank for
purposes of the guidelines of the Superintendent and as such, have, in certain circumstances, features similar to those of
equity securities. Application has been made to the Superintendent to confirm Tier 1 Capital treatment for the TD CaTS
IV Notes. On each Interest Payment Date in respect of which a Deferral Event has occurred, holders of TD CaTS IV
Notes will be required to invest interest paid thereon in a new series of Bank Deferral Preferred Shares. This investment
will be effected by the Indenture Trustee (as defined herein) subscribing for such shares for and on behalf of the holders
of the applicable Series of TD CaTS IV Notes. See "Description of the Trust Securities -- TD CaTS IV Notes Deferral
Right". In addition, upon the occurrence of a Loss Absorption Event, the TD CaTS IV Notes will be exchanged
automatically for newly-issued Bank Exchange Preferred Shares. In such event, former holders of TD CaTS IV Notes
would rank as preferred shareholders of the Bank in a liquidation of the Bank. See "Description of the Trust Securities --
TD CaTS IV Notes Automatic Exchange".
An investment in TD CaTS IV Notes could be replaced in certain circumstances, without the consent of the
holder, by an investment in Bank Exchange Preferred Shares and holders of TD CaTS IV Notes may be required
in certain circumstances to invest interest paid on the TD CaTS IV Notes in Bank Deferral Preferred Shares.
Investors should therefore carefully consider the disclosure with respect to the Bank, the Bank Exchange
Preferred Shares and the Bank Deferral Preferred Shares included and incorporated by reference in this short
3

form prospectus. An investment in TD CaTS IV Notes is subject to certain risks. See "Risk Factors". The Trust is
a newly-formed entity and, accordingly, it is not possible to determine earnings coverage with respect to the TD
CaTS IV Notes.
It is not expected that the TD CaTS IV Notes will be listed on any stock exchange. There is no market through
which these securities may be sold and purchasers may not be able to resell securities purchased under this short
form prospectus. This may affect pricing of the securities in the secondary market, the transparency and
availability of trading prices, the liquidity of the securities and the extent of issuer regulation. See "Risk Factors".
Provided the TD CaTS IV Notes, at the time of their acquisition on the closing of the Offering, have an investment
grade rating from a prescribed credit rating agency, the TD CaTS IV Notes generally will be qualified
investments under the Income Tax Act (Canada) (the "Tax Act") and the regulations thereunder for trusts
governed by registered retirement savings plans, registered retirement income funds, registered education savings
plans, deferred profit sharing plans, registered disability savings plans and tax free savings accounts. See
"Eligibility for Investment".
The Underwriters (as defined herein), as principals, conditionally offer the TD CaTS IV Notes, subject to prior sale if, as
and when issued by the Trust and accepted by the Underwriters in accordance with the conditions contained in the
Underwriting Agreement referred to under "Plan of Distribution" subject to the approval of certain legal matters on
behalf of the Trust and the Bank by McCarthy Tétrault LLP and on behalf of the Underwriters by Fasken Martineau
DuMoulin LLP. TD Securities Inc. is a wholly-owned subsidiary of the Bank. Each of the Trust and the Bank is a
related and connected issuer of TD Securities Inc. under applicable securities legislation by virtue of the Bank's
interest in the Trust and TD Securities Inc. See "Plan of Distribution". This short form prospectus also qualifies for
distribution the Automatic Exchange, the Deferral Event Subscription (as defined herein) and the Subscription Right (as
defined herein).

Price to the
Underwriters'
Net Proceeds to
Public
Fee
Trust(1)
Per $1,000 principal amount of TD CaTS
$1,000 $10 $990
IV Notes....................................................
Total.......................................................... $1,000,000,000 $10,000,000 $990,000,000
__________

(1) The Offering expenses of the Trust, other than the Underwriters' fee, are estimated to be $750,000 and will be paid by the Trust
from the proceeds of issue of the Voting Trust Units and funds borrowed under the Credit Facility (as defined herein). See "The
Trust Liquidity".

Subscriptions for the TD CaTS IV Notes will be received by the Underwriters subject to rejection or allotment in whole
or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the
closing date (the "Closing Date") will be on or about January 26, 2009 or such later date as the Trust, the Bank and the
Underwriters may agree, but in any event not later than March 2, 2009. The TD CaTS IV Notes will be issued in "book-
entry only" form and, accordingly, physical certificates representing TD CaTS IV Notes will not be available except in
limited circumstances. See "Description of the Trust Securities -- TD CaTS IV Notes -- Book-Entry Only Form".

The Trust's head and registered office is located at c/o The Toronto-Dominion Bank, Toronto Dominion Bank Tower,
Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2.
4

TABLE OF CONTENTS
ELIGIBILITY FOR INVESTMENT.............................................................................................................................6
FORWARD-LOOKING STATEMENTS.....................................................................................................................6
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................8
PROSPECTUS SUMMARY.........................................................................................................................................9
THE OFFERING......................................................................................................................................................9
THE TRUST ........................................................................................................................................................15
RISK FACTORS ....................................................................................................................................................16
GLOSSARY ................................................................................................................................................................17
THE TRUST................................................................................................................................................................24
CAPITALIZATION OF THE TRUST........................................................................................................................26
THE BANK .................................................................................................................................................................26
DESCRIPTION OF THE TRUST SECURITIES .......................................................................................................29
DESCRIPTION OF BANK EXCHANGE AND DEFERRAL PREFERRED SHARES ...........................................38
DESCRIPTION OF THE BANK DEPOSIT NOTES .................................................................................................41
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS................................................................................43
PLAN OF DISTRIBUTION........................................................................................................................................46
RATINGS....................................................................................................................................................................47
USE OF PROCEEDS ..................................................................................................................................................47
MATERIAL CONTRACTS........................................................................................................................................47
RISK FACTORS .........................................................................................................................................................48
PRINCIPAL HOLDERS OF SECURITIES................................................................................................................51
INTERESTS OF THE BANK AND ITS AFFILIATES IN MATERIAL TRANSACTIONS ...................................51
LEGAL MATTERS ....................................................................................................................................................51
TRANSFER AGENT AND REGISTRAR AND EXCHANGE TRUSTEE...............................................................51
AUDITORS.................................................................................................................................................................51
LEGAL PROCEEDINGS............................................................................................................................................51
PROMOTER ...............................................................................................................................................................51
EXEMPTION FROM NATIONAL INSTRUMENT 44-101 .....................................................................................52
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION..........................................................................52
APPENDIX A ...........................................................................................................................................................A-1
CERTIFICATE OF THE TRUST .............................................................................................................................C-1
CERTIFICATE OF THE BANK...............................................................................................................................C-2
CERTIFICATE OF THE UNDERWRITERS...........................................................................................................C-3

5

ELIGIBILITY FOR INVESTMENT
In the opinion of McCarthy Tétrault LLP, counsel to the Trust and the Bank, and Fasken Martineau DuMoulin
LLP, counsel to the Underwriters, provided the TD CaTS IV Notes, at the time of their acquisition on the closing of the
Offering, have an investment grade rating from a prescribed credit rating agency for purposes of the Tax Act (which
include DBRS, S&P and Moody's), the TD CaTS IV Notes to be issued by the Trust pursuant to this short form
prospectus, if issued as of the date of this short form prospectus, would be, on such date, qualified investments under the
Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement
income funds, registered education savings plans, registered disability savings plans, deferred profit sharing plans (other
than a trust governed by a deferred profit sharing plan to which contributions are made by the Trust) and tax free savings
accounts. Prospective investors should consult and rely on their own tax advisors.

THE TD CaTS IV NOTES, WHILE THEY MAY BE EXCHANGED IN CERTAIN CIRCUMSTANCES
FOR BANK CLASS A PREFERRED SHARES, DO NOT REPRESENT OBLIGATIONS OF OR INTERESTS
IN AND ARE NOT GUARANTEED OR INSURED BY, THE TORONTO-DOMINION BANK, MONTREAL
TRUST COMPANY OF CANADA OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES. THE TD
CaTS IV NOTES ARE NOT "DEPOSITS" WITHIN THE MEANING OF THE CANADA DEPOSIT
INSURANCE CORPORATION ACT AND ARE NOT INSURED UNDER THE PROVISIONS OF THAT ACT
OR ANY OTHER LEGISLATION.
FORWARD-LOOKING STATEMENTS
This short form prospectus, including those documents incorporated by reference, may contain forward-looking
statements. All such statements are made pursuant to the "safe harbour" provisions of the U.S. Private Securities
Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include,
among others, statements regarding the Bank's objectives and targets for 2009 and beyond, and strategies to achieve
them, the outlook for the Bank's business lines, and the Bank's anticipated financial performance. The economic
assumptions for 2009 for the Bank are set out in the Bank's Management Discussion and Analysis (the "2008 MD&A")
as contained in the Bank's Annual Report to Shareholders for the year ended October 31, 2008 (the "2008 Annual
Report") under the heading "Economic Summary and Outlook" and for each of the Bank's business segments, under the
heading "Business Outlook and Focus for 2009". Forward-looking statements are typically identified by words such as
"will", "should", "believe", "expect", "anticipate", "intend", "estimate", "plan", "may" and "could". By their very
nature, these statements require the Bank to make assumptions and are subject to inherent risks and uncertainties, general
and specific, which may cause actual results to differ materially from the expectations expressed in the forward-looking
statements. Some of the factors many of which are beyond the Bank's control that could cause such differences
include: credit, market (including equity and commodity), liquidity, interest rate, operational, reputational, insurance,
strategic, foreign exchange, regulatory, legal and other risks discussed in the Bank's 2008 MD&A and in other
regulatory filings made in Canada and with the U.S. Securities and Exchange Commission; general business and
economic conditions in Canada, the U.S. and other countries in which the Bank conducts business, as well as the effect
of changes in existing and the introduction of new monetary and economic policies in those jurisdictions and changes in
the foreign exchange rates for the currencies of those jurisdictions; the degree of competition in the markets in which the
Bank operates, both from established competitors and new entrants; defaults by other financial institutions in Canada, the
U.S. and other countries; the accuracy and completeness of information the Bank receives on customers and
counterparties; the development and introduction of new products and services in markets; developing new distribution
channels and realizing increased revenue from these channels; the Bank's ability to execute its strategies, including its
integration, growth and acquisition strategies and those of its subsidiaries, particularly in the U.S.; changes in accounting
policies (including future accounting changes) and methods the Bank uses to report its financial condition, including
uncertainties associated with critical accounting assumptions and estimates; changes to the Bank's credit ratings; global
capital market activity; increased funding costs for credit due to market illiquidity and increased competition for funding;
the Bank's ability to attract and retain key executives; reliance on third parties to provide components of the Bank's
business infrastructure; the failure of third parties to comply with their obligations to the Bank or its affiliates as such
obligations relate to the handling of personal information; technological changes; the use of new technologies in
unprecedented ways to defraud the Bank or its customers; legislative and regulatory developments; change in tax laws;
unexpected judicial or regulatory proceedings; continued negative impact of the U.S. securities litigation environment;
6

unexpected changes in consumer spending and saving habits; the adequacy of the Bank's risk management framework,
including the risk that the Bank's risk management models do not take into account all relevant factors; the possible
impact on the Bank's businesses of international conflicts and terrorism; acts of God, such as earthquakes; the effects of
disease or illness on local, national or international economies; and the effects of disruptions to public infrastructure,
such as transportation, communication, power or water supply. A substantial amount of the Bank's business involves
making loans or otherwise committing resources to specific companies, industries or countries. Unforeseen events
affecting such borrowers, industries or countries could have a material adverse effect on the Bank's financial results,
businesses, financial condition or liquidity. The preceding list is not exhaustive of all possible factors. Other factors
could also adversely affect the Bank's results. For more information, see the discussion starting on page 64 of the Bank's
2008 MD&A. All such factors should be considered carefully when making decisions with respect to the Bank and the
Trust, and undue reliance should not be placed on the Bank's forward-looking statements. The Bank does not undertake
to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its
behalf, except as required under applicable securities legislation. See "Risk Factors".
7

DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been filed by the Bank with the Superintendent and the various securities
commissions or similar authorities in each of the provinces and territories of Canada, are specifically incorporated by
reference in, and form an integral part of, this short form prospectus:
(i)
the Bank's consolidated audited financial statements for the fiscal year ended October 31,
2008 with comparative consolidated financial statements for the fiscal year ended
October 31, 2007, together with the auditors' report thereon and 2008 MD&A as
contained in the Bank's 2008 Annual Report;
(ii)
the Bank's Annual Information Form dated December 3, 2008 (the "Annual Information
Form");
(iii)
the Bank's Management Proxy Circular dated as of January 24, 2008; and
(iv)
the material change report of the Bank dated November 24, 2008 filed in connection with
the press release of the Bank dated November 20, 2008 announcing the Bank's expected
financial results for the fourth quarter ended October 31, 2008.
Any documents of the type referred to in items (i) through (iv) above (excluding confidential material
change reports), any unaudited interim financial statements, any business acquisition reports and any other
disclosure documents filed by the Bank or the Trust with the various securities commissions or any similar
authorities in Canada pursuant to the requirements of applicable securities legislation, after the date of this short
form prospectus and prior to the completion or termination of the Offering, shall be deemed to be incorporated
by reference into this short form prospectus.
Any statement contained in this short form prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this short form
prospectus to the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or
superseding statement need not state that it has modified or superseded a prior statement or include any other
information set forth in the document that it modifies or supersedes. The making of a modifying or superseding
statement shall not be deemed an admission for any purposes that the modified or superseded statement, when
made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material
fact that is required to be stated or that is necessary to make a statement not misleading in light of the
circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this short form prospectus. Copies of the documents incorporated
by reference herein may be obtained on request without charge from the Corporate Secretary of the Bank, The
Toronto-Dominion Bank, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2 (telephone: (416) 308-6963)
and are also available electronically at www.sedar.com.
8

PROSPECTUS SUMMARY
The following is a summary of the principal features of the Offering and is qualified in its entirety by and should
be read in conjunction with the more detailed information appearing elsewhere in this short form prospectus. Reference
is made to the Glossary section for the meaning of certain defined terms.
THE OFFERING
Issuer:
TD Capital Trust IVTM, a trust (the "Trust") established under the laws of the Province of
Ontario pursuant to the Declaration of Trust.
Offering:
9.523% TD Capital Trust IV NotesSeries 1 due June 30, 2108 of the Trust (the "TD CaTS
IV-Series 1"); and
10.00% TD Capital Trust IV NotesSeries 2 due June 30, 2108 of the Trust (the "TD CaTS
IV-Series 2")
The TD CaTS IV Notes will be issued under a trust indenture (the "Trust Indenture") to be
entered into on the Closing Date between the Trust, The Toronto-Dominion Bank (the
"Bank") and Computershare Trust Company of Canada, as trustee for the holders of TD
CaTS IV Notes (the "Indenture Trustee"). The TD CaTS IV-Series 1 and TD CaTS IV-
Series 2 will each constitute a separate series of notes under the Trust Indenture.
Principal Amount of
$550,000,000 TD CaTS IV Series 1
Offering:
$450,000,000 TD CaTS IV Series 2
Issue Price:
$1,000 per $1,000 principal amount of TD CaTS IV Notes.
Issue Date:
On or about January 26, 2009
Maturity Date:
June 30, 2108
Specified
$1,000 and integral multiples thereof
Denominations:
Ratings:
The TD CaTS IV Notes are provisionally rated A (high) with a stable trend by DBRS
Limited ("DBRS"), Aa2 by Moody's Investors Service, Inc. ("Moody's") and P-1(Low) on
its Canadian preferred share rating scale and A on its global preferred share rating scale by
Standard & Poor's Rating Services, a division of The McGraw-Hill Companies Inc.
("S&P"). A security rating is not a recommendation to buy, sell or hold securities and may
be subject to revision or withdrawal at any time by the assigning rating organization. See
"Ratings".
Use of Proceeds:
The gross proceeds to the Trust from the Offering of $1,000,000,000 will be used to acquire
the Bank Deposit Notes from the Bank. The Bank, in turn, intends to use the proceeds from
the issue of the Bank Deposit Notes for general corporate purposes. The Bank expects that
the proceeds from the sale of the TD CaTS IV Notes will qualify as Tier 1 Capital of the
Bank. See "Use of Proceeds".
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Interest:
From the date of issue until June 30, 2108, the Trust will pay interest on each Series of TD
CaTS IV Notes in equal (subject to the reset of the applicable interest rate) semi-annual
instalments on June 30 and December 31 of each year, with the first payment on June 30,
2009, subject to any applicable withholding tax. Notwithstanding the foregoing, assuming
the TD CaTS IV Notes are issued on January 26, 2009, the first interest payment on the TD
CaTS IV Notes on June 30, 2009 will be in the amount of $40.44013699 per $1,000
principal amount of TD CaTS IV-Series 1 and $42.46575342 per $1,000 principal amount
of TD CaTS IV-Series 2.
From the date of issue to, but excluding, June 30, 2019 the interest rate on the TD CaTS IV-
Series 1 will be fixed at 9.523% per annum. Starting on June 30, 2019 and on every fifth
anniversary of such date thereafter until June 30, 2104 (each such date, a "Series 1 Interest
Reset Date"), the interest rate on the TD CaTS IV-Series 1 will be reset at an interest rate
per annum equal to the Government of Canada Yield (as defined herein) plus 10.125%.
From the date of issue to, but excluding, June 30, 2039 the interest rate on the TD CaTS IV-
Series 2 will be fixed at 10.00% per annum. Starting on June 30, 2039 and on every fifth
anniversary of such date thereafter until June 30, 2104 (each such date, a "Series 2 Interest
Reset Date"), the interest rate on the TD CaTS IV-Series 2 will be reset at an interest rate
per annum equal to the Government of Canada Yield plus 9.735%.
The TD CaTS IV Notes will mature on June 30, 2108. Holders of TD CaTS IV Notes may,
in certain circumstances, be required to invest interest paid on the TD CaTS IV Notes in
Bank Deferral Preferred Shares. See "Deferral Right" below.
Bank Deposit Notes:
Each Bank Deposit Note will be dated the Closing Date and will mature on June 30, 2108.
From the Closing Date until June 30, 2108, the Bank will pay interest on each Bank Deposit
Note in equal (subject to the reset of the applicable interest rate) semi-annual instalments on
June 30 and December 31 of each year, with the first payment on June 30, 2009.
Notwithstanding the foregoing, assuming the Bank Deposit Notes are issued on January 26,
2009, the first interest payment on the Bank Deposit Notes on June 30, 2009 will be in the
amount of $41.28945205 per $1,000 principal amount of the Series 1 Bank Deposit Note
and $43.31506849 per $1,000 principal amount of the Series 2 Bank Deposit Note.
From the date of issue to, but excluding, June 30, 2019 the interest rate on the Series 1 Bank
Deposit Note will be fixed at 9.723% per annum. Starting on June 30, 2019 and on every
Series 1 Interest Reset Date, the interest rate on the Series 1 Bank Deposit Note will be reset
at an interest rate per annum equal to the Government of Canada Yield plus 10.425%.
From the date of issue to, but excluding, June 30, 2039 the interest rate on the Series 2 Bank
Deposit Note will be fixed at 10.20% per annum. Starting on June 30, 2039 and on every
Series 2 Interest Reset Date, the interest rate on the Series 2 Bank Deposit Note will be reset
at an interest rate per annum equal to the Government of Canada Yield plus 10.035%. See
"Description of the Bank Deposit Notes".
Each Bank Deposit Note will be a senior unsecured obligation of the Bank that will rank on
a parity with all other deposit and unsubordinated liabilities of the Bank. In addition to the
Bank Deposit Notes, the Trust may acquire other Eligible Trust Assets (as defined herein)
from time to time including, without limitation, an interest bearing deposit note from the
Bank (the "Funding Note"). The proceeds from the subscription by the Bank, directly or
indirectly, for Voting Trust Units of $2,000,000 pursuant to an agreement between the Bank
and the Trust (the "Subscription Agreement") will be used by the Trust to pay its expenses
of the Offering. To the extent there is a funding shortfall, the Trust will borrow the
necessary amount from the Bank under the Credit Facility.

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