TORONTO/NEW YORK, Oct 10 (Reuters) - TD Bank

will pay $3 billion in U.S. penalties, plead guilty to criminal

charges that it failed to do enough to prevent money laundering,

and accept an asset cap limiting its growth, two sources

familiar with the matter said on Thursday.

The bank has agreed to shell out $3 billion in combined

penalties, the two sources and a separate source familiar with

the matter said. That would be paid to U.S. banking regulators,

the Justice Department and Treasury Department's Financial

Crimes Enforcement Network, the two sources said, confirming

details reported on Wednesday in the Wall Street Journal.

Those sources said the deal would also include the

imposition of an asset cap, a rarely used regulatory tool that

deals a major blow to TD as it has been seeking ways to grow its

footprint in the United States.

The deal, expected to be made public later on Thursday, will

resolve investigations by the Justice Department, the OCC and

Treasury's Financial Crimes Enforcement Network (FinCEN), the

bank also agreed to take independent monitoring, the two sources

said.

TD, Canada's second and United States' tenth biggest bank,

first revealed it was responding to inquires from regulators and

law enforcement last year, just months after it terminated its

$13 billion acquisition of U.S. regional lender First Horizon.

Since then, TD has set aside $3 billion to cover for

penalties, spent millions to strengthen its compliance programs,

fired dozens of staff at its U.S. branches and named its

Canadian personal banking head as its new CEO, distancing its

new chief from the money laundering scandal.