The information in this section is a summary only and is qualified in its entirety by and should be read in conjunction with the more detailed information appearing in the prospectus or similar document related to the security.

(For information filed with Canadian Securities Administrators go to the Sedar Website)

Authorized Public Securities

Unlimited number of Capital Trust Securities - Series 2009 ("TD CaTS")

Outstanding Public Securities

900,000 TD CaTS

Ratings

Credit Ratings

Market Listings

TD CaTS are listed on The Toronto Stock Exchange.

Ticker Symbol

TDD.M

CUSIP Number

87807M AA 1

Transfer Agent

CIBC Mellon Trust Company
320 Bay Street
Toronto, Ontario
M5H 4A6

1-800-387-0825
(or in Toronto (416) 643-5500)

Face Value

C$1,000

Description

Each TD CaTS represents an undivided beneficial ownership interest in the assets of the Trust. The TD CaTS are non-voting with respect to the Trust except in certain limited circumstances. The Bank owns all of the voting securities of the Trust.

Distribution

Holders of TD CaTS are entitled to receive a non-cumulative semi-annual distribution of C$38.00 per TD CaTS on June 30 and December 31 in each year, unless the Bank fails to declare regular dividends on any series of the Bank's Class A Preferred Shares.

The Bank has agreed for the benefit of holders of TD CaTS that, in the event that the Trust fails to pay the distribution in full on the TD CaTS on any distribution date, the Bank will not declare dividends of any kind on the Bank Class A Preferred Shares and Bank common shares until the month commencing ten calendar months and one day after the missed distribution date, unless the Trust first pays the unpaid distribution to holders of TD CaTS.

Tax Treatment

A holder of TD CaTS resident in Canada will be required to include in computing its income for a taxation year all net income, including net realized taxable capital gains, if any, paid or payable to it in that taxation year. All or substantially all of the amounts payable to holders of TD CaTS are expected to be treated as income from a trust, rather than capital gains, for income tax purposes.

This summary is of a general nature only and is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular holder and no representation with respect to the income tax consequences to any particular holder is made.  Prospective purchasers of TD CaTS should consult their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of TD CaTS having regard to their own particular circumstances.

Redemption, Conversion and Automatic Exchange

On or after June 30, 2005 and with regulatory approval, the Trust has the option of redeeming the TD CaTS for a cash amount equal to: (i) if prior to December 31, 2009, the greater of (a) C$1,000 per TD CaTS, and (b) a price per TD CaTS calculated to provide an annual yield thereon to December 31, 2009 equal to the Government of Canada Yield plus 0.375%; or (ii) if after December 31, 2009, C$1,000, in each case plus any unpaid distributions on the TD CaTS to the date of redemption.

On or after June 30, 2010, each TD CaTS may, at the option of the holder, be exchanged into one Non-cumulative Redeemable Class A First Preferred Share, Series A1 ("Preferred Shares, Series A1") of the Bank, subject to the Bank's right to arrange for a substituted purchaser of, and the Trust's right to redeem, the TD CaTS. Semi-annually, on or after June 30, 2010, Preferred Shares, Series A1 may, at the option of the holder, be converted into the number of common shares of the Bank determined by dividing C$1,000 plus the declared and unpaid dividends on the Preferred Shares, Series A1 to the date of conversion by the greater of C$1.00 and 95% of the average trading price of Bank common shares at that time. The TD CaTS may also be exchanged automatically for Preferred Shares, Series A1 of the Bank upon certain events related to the solvency of the Bank.

^{Information as of September 17, 2008}