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Questions and Answers About the Plan




Question: What is the Dividend Reinvestment Plan?

Answer:
It is a Plan which enables TD's common shareholders to purchase TD's common shares through the reinvestment of dividends in a convenient manner. Common shares acquired under the Plan will be automatically enroled in the Plan.



Question: How do shareholders participate in the Plan?

Answer:
Registered Participants, meaning Participants that hold certificates for common shares of TD in their own name, can reinvest dividends by completing the Enrolment Form attached to the Offering Circular and mailing it to the Plan Agent.

Non-Registered Participants should contact the intermediary, through which they hold common shares of TD if they wish to become participants in the Plan. The administrative practices of the intermediary through which TD common shares are held will determine the manner in which Non-Registered Participants participate in the Plan. In addition, the intermediaries may require different deadlines and time periods to be followed than those set out in the Plan for certain actions to be taken under the Plan. Some intermediaries may require non-registered holders of TD common shares to become registered holders of such shares in order to participate in the Plan. There may be a fee charged by some intermediaries for non-registered holders to become registered holders of TD's common shares, which will not be paid for by TD or the Plan Agent.

U.S. resident non-registered holders who hold their common shares through an intermediary will be required to have such shares transferred into their own name or into a specific segregated registered account, such as a numbered account, with an intermediary, with the concurrence of such intermediary, in order to become a Participant in the Plan.

Question: What is the purchase price of Common Shares?

Answer:
The common shares will be purchased either at market price on the open market or at the Average Market Price when purchased from the treasury of TD. There may also be a discount of up to 5% to the Average Market Price if TD issues the common shares from treasury. TD will announce by way of press release and in dividend announcements whether common shares purchased under the Plan will be purchased on the open market or from treasury, and any applicable discount if shares are issued from treasury. For the current applicable discount, please refer to our common shares
web page.

No brokerage or administration fees are charged to participants by TD or the Plan Agent for their participation in the Plan.

Question: Do Participants have to enrol all their common shares in the Plan if they want to have dividends reinvested?

Answer:
Registered Participants may indicate on the Enrolment Form the percentage of their common shares they would like to have enroled in dividend reinvestment. Non-Registered Participants should contact their intermediaries for instructions regarding the intermediaries' practices in this regard.

Question: How may a Participant terminate dividend reinvestment under the Plan?

Answer:
Registered Participants may terminate dividend reinvestment by giving written notice to the Plan Agent. Non-Registered Participants should contact their intermediary for instructions on terminating dividend reinvestment under the Plan.

Question: Can Participants withdraw a portion of their common shares from dividend reinvestment if they want to have some dividends paid in cash?

Answer:
Registered Participants may withdraw a portion of their common shares from dividend reinvestment by notifying the Plan Agent in writing of their intention to withdraw a portion of their shares from dividend reinvestment. Non-Registered Participants should contact their intermediaries for instructions regarding the intermediaries' practices in this regard.

Question: What are the income tax consequences?

Answer:
The reinvestment of dividends does not relieve a Participant of liability for tax on those dividends. Shareholders should consult their tax advisers about the tax consequences which will result from their participation in the Plan.