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

An unlimited number of common shares, without par value

Outstanding

810,121,349 shares as at October 31, 2008

Market Listings

TD Bank common shares are listed on:

• The Toronto Stock Exchange
  
• The New York Stock Exchange
  
• The Tokyo Stock Exchange

Ticker Symbol

TD

CUSIP Number

891160 50 9

Transfer Agent

CIBC Mellon Trust Company
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Ontario
M5C 2W9

1-800-387-0825
416-643-5500

www.cibcmellon.com or inquiries@cibcmellon.com

Description

Holders of common shares are entitled to receive dividends as and when declared by the Board of Directors of TD Bank, subject to the Dividend Restrictions. A holder of common shares is entitled to one vote for each share held at all meetings of shareholders except meetings at which only holders of a specified class or series of shares are entitled to vote. In the event of the liquidation, dissolution or winding-up of TD, after payment of all outstanding debts and subject to the preference of any shares ranking senior to the common shares, the holders of common shares would be entitled to a pro rata distribution of the remaining assets of TD.

Dividends and Dividend Dates for Fiscal 2009

^{*Amounts and dates subject to declaration by the Board of Directors:}

Declaration Date	Ex-Dividend Date	Record Date	Payment Date	Dividends Declared	Dividend Re-investment Plan Discount
December 4, 2008	January 2, 2009	January 6, 2009	January 31, 2009	$0.61	1.0%
February 26, 2009	April 1, 2009	April 3, 2009	April 30, 2009	n/a	n/a
May 28, 2009	July 2, 2009	July 6, 2009	July 31, 2009	n/a	n/a
August 27, 2009	October 1, 2009	October 5, 2009	October 31, 2009	n/a	n/a

Designation of Eligible Dividends

TD Bank for the purposes of the Income Tax Act, Canada and any similar provincial legislation advises that all of its dividends paid in 2006 are eligible dividends and all dividends paid thereafter will be eligible dividends unless indicated otherwise.

Dividend Restrictions

TD is prohibited by the Bank Act from declaring dividends on its preferred or common shares if there are reasonable grounds for believing that TD is, or the payment would cause TD to be, in contravention of the capital adequacy and liquidity regulations of the Bank Act or directions of the Superintendent of Financial Institutions Canada. TD does not anticipate that this condition will restrict it from paying dividends in the normal course of business.

TD is also restricted in the event that either TD Capital Trust, TD Capital Trust II or TD Capital Trust III fails to pay semi-annual distributions in full to holders of TD Capital Trust Securities - Series 2009, TD Capital Trust II Securities - Series 2012-1 and TD Capital Trust III Securities – Series 2008, respectively. In addition, the ability to pay dividends on its common shares without the approval of the holders of the outstanding preferred shares is restricted unless all dividends on the preferred shares have been declared and paid or set apart for payment. Currently, these limitations do not restrict the payment of dividends on preferred or common shares. Since 1857, TD has not missed declaring or paying dividends on its preferred or common share

Redemption and Conversion

The common shares have no redemption or conversion rights.

Stock Split Information

¹ The payable date for this stock split was May 31, 1967.
² The record and payable date for this stock split was December
19, 1975.
³ The record date for this stock split was July 28, 1983. This split was done on a "call-in" basis.
⁴ The record date for this stock split was July 10, 1989, the payable date was July 31, 1989.
⁵ The record date for this stock split was July 8, 1999, the payable date was July 31, 1999.

Disclaimer re: Stock Split Information: The information presented immediately above is from sources considered reliable. However, given the passage of time, we are not able to warrant or guarantee the accuracy or completeness of the information, and under no circumstances will we be liable for any loss or direct, indirect, incidental, special or consequential damages caused by reliance on this information.

Valuation Day Price

For Canadian income tax purposes, TD's common stock was quoted at $30.00 per share on Valuation Day, December 22, 1971. After adjustments for the two-for-one stock split in December 1975 and the three-for-one stock split in July 1983, this is now equivalent to $5.00 per share.

There is no adjustment for the one-for-one stock dividend in July 1989 and the one-for-one stock dividend in July 1999. For Canadian capital gains tax purposes all the stock dividend shares are considered to be acquired after 1971. The number of stock dividend shares received should therefore be added to the post-1971 pool of shares. Because the stock dividend shares have a nil cost, no amount is added to the cost base of the post-1971 pool. The stock dividend does not alter the number or adjusted cost base of any pre-1972 pool of shares held.

Cost Base re Banknorth Acquisition

Allocating your Tax Basis (pdf)

Information as of December 4, 2008