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 TD Capital Trust II Securities - Series 2012-1 ("TD CaTS II")

Outstanding Public Securities

350,000 TD CaTS II

Ratings

Credit Ratings

Market Listings

TD CaTS II are not listed.

CUSIP Number

87807T AA 6

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 II represents an undivided beneficial ownership interest in the assets of the Trust, principally comprised of one senior deposit note issued by the Bank. The TD CaTS II 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 II are entitled to receive a non-cumulative semi-annual distribution of C$33.96 per TD CaTS II 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 II that, in the event that the Trust fails to pay the distribution in full on the TD CaTS II on any distribution date, the Bank will not pay dividends of any kind on the Bank Class A Preferred Shares and Bank common shares until the twelfth month after the missed distribution date, unless the Trust first pays the unpaid distribution to holders of TD CaTS II.

Tax Treatment

A holder of TD CaTS II 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 II 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 II should consult their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of TD CaTS II having regard to their own particular circumstances.

Redemption, Conversion and Automatic Exchange

On or after December 31, 2007 and with regulatory approval, the Trust has the option of redeeming the TD CaTS II for a cash amount equal to: (i) if prior to December 31, 2012, the greater of (a) C$1,000 per TD CaTS II, and (b) a price per TD CaTS II calculated to provide an annual yield thereon to December 31, 2012 equal to the Government of Canada Yield plus 0.38%; or (ii) if after December 31, 2012, C$1,000, in each case plus any unpaid distributions on the TD CaTS II to the date of redemption.

At any time, each TD CaTS II may, at the option of the holder, be exchanged into 40 Non-cumulative Redeemable Class A First Preferred Shares, Series A2 ("Preferred Shares, Series A2") of the Bank, subject to the Bank's right to arrange for substituted purchasers of the TD CaTS II. Semi-annually, on or after June 30, 2013, Preferred Shares, Series A2 may, at the option of the holder, be converted into the number of common shares of the Bank determined by dividing C$25.00 plus the declared and unpaid dividends on the Preferred Shares, Series A2 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 II may also be exchanged automatically for Non-cumulative Redeemable Class A First Preferred Shares, Series A3 of the Bank upon the occurrence of certain events related to the solvency of the Bank.

^{Information as of September 17, 2008}