COMMITTEE	MEMBERS*	KEY RESPONSIBILITIES
	Corporate Governance Committee	John M. Thompson (Chair) Hugh J. Bolton Brian Levitt	Responsibility for corporate governance of TDBFG: Set the criteria for selecting new directors and the Board’s approach to director independence; Identify individuals qualified to become Board members and recommend to the Board the director nominees for the next annual meeting of shareholders; Develop and, where appropriate, recommend to the Board a set of corporate governance principles, including a code of conduct and ethics, aimed at fostering a healthy governance culture at TDBFG; Review and recommend the compensation of the directors of TDBFG; Satisfy itself that TDBFG communicates effectively with its shareholders, other interested parties and the public through a responsive communication policy; Facilitate the evaluation of the Board and committees; Oversee an orientation program for new directors and continuing education for directors.
	Human Resources Committee**	Wilbur J. Prezzano (Chair) Henry H. Ketcham Pierre H. Lessard Brian M. Levitt Helen K. Sinclair John M. Thompson	Responsibility for management’s performance evaluation, compensation and succession planning: Discharge, and assist the Board in discharging, the responsibility of the Board relating to compensation as set out in this Committee’s charter; Set performance objectives for the CEO, which encourage TDBFG’s long-term financial success and regularly measure the CEO’s performance against these objectives; Determine the recommended compensation for the CEO and certain senior officers in consultation with independent advisors; Review candidates for CEO and recommend the best candidate to the Board as part of the succession planning process for the position of CEO; Oversee the selection, evaluation, development and compensation of other members of senior management; Produce a report on executive compensation for the benefit of shareholders, which is published in TDBFG’s annual proxy circular and review, as appropriate, any other major public disclosures concerning compensation.
	Risk Committee	Harold H. MacKay (Chair) William E. Bennett Wendy K. Dobson Wilbur J. Prezzano Helen K. Sinclair Carole S. Taylor	Supervising the management of risk of TDBFG: Identify and monitor the key risks of TDBFG and evaluate their management; Approve risk management policies that establish the appropriate approval levels for decisions and other checks and balances to manage risk; Satisfy itself that policies are in place to manage the risks to which TDBFG is exposed, including market, operational, liquidity, credit, insurance, regulatory and legal risk, and reputational risk; Provide a forum for “big-picture” analysis of future risks including considering trends.
	Audit Committee	William E. Bennett (Chair) John L. Bragg Harold H. MacKay Irene R. Miller Nadir H. Mohamed	Supervising the quality and integrity of TDBFG’s financial reporting: Oversee reliable, accurate and clear financial reporting to shareholders; Oversee internal controls – the necessary checks and balances must be in place; Be directly responsible for the selection, compensation, retention and oversight of the work of the shareholders’ auditor – the shareholders’ auditor reports directly to this Committee; Listen to the shareholders’ auditor, internal auditor and the chief compliance officer, and evaluate the effectiveness and independence of each; Oversee the establishment and maintenance of processes that ensure TDBFG is in compliance with the laws and regulations that apply to it as well as its own policies; Act as the Audit Committee and Conduct Review Committee for certain subsidiaries of TDBFG that are federally-regulated financial institutions and insurance companies; Receive reports on and approve, if appropriate, certain transactions with related parties.
	* as of March 25, 2010 ** Name changed from Management Resources Committee on May 27, 2010