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TD Capital Trust III (the "Trust")


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. Capitalized terms not otherwise defined in this section have the meanings attributed to them in the prospectus 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 III Securities - Series 2008 ("TD CaTS III")

Outstanding Public Securities

1,000,000 TD CaTS III

Market Listings

TD CaTS III are not listed on any stock exchange.

CUSIP Number

87239B AA 3

Transfer Agent

CST Trust Company
P.O. Box 700
Station B
Montreal, Quebec
H3B 3K3

1-800-387-0825 or 416-682-3860

Email: inquiries@canstockta.com or www.canstockta.com

Face Value

C$1,000

Description

Each TD CaTS III represents an undivided beneficial ownership interest in the assets of the Trust. The TD CaTS III 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 III are entitled to receive a non-cumulative semi-annual distribution of C$36.215 per TD CaTS III 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.

TD has agreed for the benefit of holders of TD CaTS III that, in the event that the Trust fails to pay the distribution in full on the TD CaTS III on any distribution date, TD will not declare dividends of any kind on the Bank Class A Preferred Shares and Bank common shares until the tenth month following the Trust's failure to pay the distribution in full, unless the Trust first pays the unpaid distribution to holders of TD CaTS III.

Redemption

On December 31 2013, and on any distribution date thereafter, the Trust may, with regulatory approval, at its option redeem the TD CaTS III in whole (but not in part) for a cash amount equal to:

  1. if prior to December 31, 2018, the greater of (a) C$1,000 per TD CaTS III, and (b) a price per TD CaTS III calculated to provide an annual yield thereon to December 31, 2018 equal to the Government of Canada Yield plus 0.94%; or
  2. if on or after December 31, 2018, C$1,000,

in each case plus any unpaid distributions on the TD CaTS III to the date of redemption.

Upon the occurrence of an event prior to December 31, 2013, whereby the TD CaTS III no longer qualify as eligible Tier 1 capital or are no longer eligible to be included as risk-based total capital of the Bank on a consolidated basis, the Trust may, with regulatory approval, at its option redeem the TD CaTS III in whole (but not in part) for an amount in cash per TD CaTS III equal to the greater of:

  1. C$1,000 per TD CaTS III; and
  2. a price per TD CaTS III calculated to provide an annual yield thereon to December 31, 2018 equal to the Government of Canada Yield plus 0.94%,

plus any unpaid distributions on the TD CaTS III to the date of redemption.

TD CaTS III will not be redeemable at the option of the holders.

For a description of additional redemption rights, we refer you to the prospectus.

Exchange

Each TD CaTS III will also be exchanged automatically for Class A First Preferred Shares, Series A9 ("Exchange Preferred Shares") of the Bank upon certain events related to the solvency of the Bank.

TD CaTS III will not be exchangeable for Bank Class A Preferred Shares at the option of the holders.

Tax Treatment

This summary is subject to the limitation and qualifications set out under the heading "Canadian Federal Income Tax Considerations" in the prospectus and applies only to a holder of TD CaTS III resident in Canada who purchases the TD CaTS III at the time of their issuance and holds the TD CaTS III as capital property. This summary only discusses the Canadian federal income tax treatment of distributions payable on the TD CaTS III and prospective purchasers should refer to the prospectus for a discussion of certain other federal income tax consequences relevant to holders of TD CaTS III, including consequences relating to a disposition of the TD CaTS III (including on a termination of the Trust, a redemption of TD CaTS III by the Trust or an exchange of TD CaTS III for Exchange Preferred Shares) and the holding of Exchange Preferred Shares.

A holder of TD CaTS III will be required to include in computing its income for a taxation year all net income, including net realized taxable capital gains, if any, of the Trust payable to it by the Trust in that taxation year. All or substantially all of the amounts payable to holders of TD CaTS III 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 III should consult their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of TD CaTS III having regard to their own particular circumstances.

Information Related to Trust Assets

September 2016

June 2016

March 2016

December 2015

September 2015

June 2015

March 2015

December 2014

September 2014

June 2014

March 2014

December 2013

September 2013

June 2013

March 2013

December 2012

September 2012

June 2012

March 2012

December 2011

September 2011

June 2011

March 2011

December 2010

September 2010

June 2010

March 2010

December 2009

September 2009

June 2009

March 2009

December 2008

September 2008

Information as of December 1, 2016