The Toronto-Dominion Bank (a Canadian chartered bank)

Transcription

1 This pricing supplement, together with the prospectus supplement and the short form base shelf prospectus to which it relates, as amended or supplemented, and each document deemed to be incorporated by reference therein, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ) and, subject to certain exceptions, may not be offered, sold or delivered within the United States of America, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, U.S. persons. See Plan of Distribution. Pricing Supplement No: 1 Date: July 16, 2007 The Toronto-Dominion Bank (a Canadian chartered bank) (to the short form base shelf prospectus of The Toronto-Dominion Bank (the Bank ) dated January 11, 2007 as supplemented by the prospectus supplement of the Bank dated July 12, 2007 (collectively, the Prospectus )) $1,800,000, % RESET MEDIUM TERM NOTES DUE DECEMBER 18, 2106 (subordinated indebtedness) The 5.763% reset medium term notes due December 18, 2106 will be issued under a trust indenture dated November 1, 2005 between the Bank and Computershare Trust Company of Canada, as trustee (the Trustee ) as supplemented by a supplemental trust indenture to be dated on or about July 20, 2007 between the Bank and the Trustee (together, the Indenture ). A copy of the Indenture may be obtained on request from the Secretary of the Bank at the following address: Toronto Dominion Bank Tower, Toronto Dominion Centre, Toronto, Ontario, Canada, M5K 1A2 (telephone: (416) ), and will be available following the closing of the offering through the Internet at Designation: 5.763% Reset Medium Term Notes due December 18, 2106 (the 5.763% Notes ) ISIN/CUSIP No.: CA 89116ZAD83 Principal Amount: $1,800,000,000 Commission: 0.40% Issue Price: 100% Net Proceeds to the Bank: $1,792,800,000 Currency: Canadian Issue Date: July 20, 2007 Delivery Date: July 20, 2007 Maturity Date: December 18, 2106 Specified Denominations: $1,000 and integral multiples thereof

2 - 2 - Interest: From July 20, 2007 until December 18, 2106, the Bank will pay interest on the 5.763% Notes in equal (subject to the reset of the interest rate) semi-annual instalments on June 18 and December 18 of each year, with the first payment on December 18, Notwithstanding the foregoing, assuming the 5.763% Notes are issued on July 20, 2007, the first interest payment on the 5.763% Notes on December 18, 2007 will be in the amount of $ per $1,000 principal amount of 5.763% Notes. From the date of issue to, but excluding, December 18, 2017 the interest rate on the 5.763% Notes will be fixed at 5.763% per annum. Starting on December 18, 2017 and on every fifth anniversary of such date thereafter until December 18, 2102 (each such date, an Interest Reset Date ), the interest rate on the 5.763% Notes will be reset at an interest rate per annum equal to the Government of Canada Yield plus 1.99%. The 5.763% Notes will mature on December 18, The Bank may defer interest payments on the 5.763% Notes under certain circumstances. See Interest Deferral Right below. Government of Canada Yield means, on any Interest Reset Date, the average of the annual yields as at 12:00 pm (Toronto time) on the third Business Day prior to the applicable Interest Reset Date as determined by two Canadian registered investment dealers, each of which will be selected by, and must be independent of, the Bank, which a non-callable Government of Canada bond would carry, assuming semi-annual compounding, if issued in Canadian dollars in Canada at 100% of its principal amount on such date with a term to maturity of five years; and Business Day means a day on which banks are open for business in Toronto and which is not a Saturday or a Sunday. Interest Deferral Right: If, on any day that the Bank reports financial results for a financial quarter, (i) the Bank does not report cumulative consolidated net income (as determined in accordance with Canadian generally accepted accounting principles or such other accounting principles with which the Bank is then required to comply for the purpose of preparing financial statements) for the immediately preceding four financial quarters; and (ii) during the immediately preceding financial quarter the Bank failed to declare any cash dividends on all of its outstanding preferred shares and common shares; the Bank may defer payments of interest on the 5.763% Notes. The Bank must pay all accrued deferred interest before regular interest payments on the 5.763% Notes may resume and interest maynot be deferred beyond the maturity of the 5.763% Notes. There is no limit on the number of times the Bank may defer interest payments on the 5.763% Notes or, during the term of the 5.763% Notes, on the duration of the period or periods of such deferral. While interest payments are being deferred: interest will accrue on the 5.763% Notes but will not compound; the Bank may not declare or pay dividends (except by way of stock dividend) on, or redeem or repurchase, any of the Bank s preferred shares or common shares; no subsidiary of the Bank may make any payment to holders of the Bank s preferred shares or common shares in respect of dividends not declared or paid by the Bank, and no subsidiary of the Bank may purchase any preferred shares or common shares of the Bank, provided that any subsidiary of the Bank whose primary business is dealing in securities may purchase shares of the Bank in certain limited circumstances as

3 - 3 - permitted by the Bank Act or the regulations thereunder; and the Bank, or any subsidiary of the Bank, may not make any payment of interest, principal or premium on any indebtedness of the Bank that ranks subordinate to the 5.763% Notes. The Bank has had an uninterrupted history of paying dividends on its common shares in each year since its formation in Prior to 1955, each of the Bank s predecessors, The Bank of Toronto and The Dominion Bank, had an uninterrupted history of paying dividends on its common shares since 1857 and 1871, respectively. Form of Notes: Redemption Provisions: Global Note registered in the name of CDS & Co. On or after July 20, 2012 the Bank may, at its option, with the prior approval of the Superintendent, on giving not more than 60 nor less than 30 days notice to the holders of the 5.763% Notes, redeem the 5.763% Notes, in whole or in part. The redemption price per 5.763% Note redeemed on any day that is not an Interest Reset Date will be equal to the greater of par and the Canada Yield Price, and the redemption price per 5.763% Note redeemed on any Interest Reset Date will be par, together in either case with accrued and unpaid interest to but excluding the date fixed for redemption. Prior to July 20, 2012, the Bank may, at its option, with the prior approval of the Superintendent, on giving not more than 60 nor less than 30 days notice to the holders of the 5.763% Notes, redeem all (but not less than all) of the 5.763% Notes upon the occurrence of a Regulatory Event or a Tax Event. Canada Yield Price means a price equal to the price per 5.763% Note calculated by the Bank to provide an annual yield thereon from the applicable date of redemption to, but excluding, the next Interest Reset Date equal to the GOC Redemption Yield plus (i) 0.28% if the redemption date is any time prior to December 18, 2017, or (ii) 0.49% if the redemption date is any time after December 18, GOC Redemption Yield means, on any date, the average of the annual yields at 12:00pm (Toronto time) on the Business Day immediately preceding the date on which the Bank gives notice of the redemption of the 5.763% Notes as determined by two Canadian registered investment dealers, each of which will be selected by, and must be independent of, the Bank, as being the annual yield from the applicable date of redemption to, but excluding, the next Interest Reset Date which a non-callable Government of Canada bond would carry, assuming semi-annual compounding, if issued in Canadian dollars at 100% of its principal amount on the date of redemption and maturing on the next Interest Reset Date; Regulatory Event means the Bank has received notice or advice from the Superintendent that the 5.763% Notes no longer qualify as eligible Tier 2A capital under the guidelines for capital adequacy requirements for banks as interpreted by the Superintendent. Tax Event means the Bank has received an opinion of independent counsel of recognized standing experienced in such matters to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada, or any political subdivision or

4 - 4 - taxing authority thereof or therein, affecting taxation; (ii) any judicial decision, administrative pronouncement, published or private ruling, regulatoryprocedure, rule, notice, announcement, assessment or reassessment (including anynotice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an administrative action ); or (iii) any amendment to, clarification of, or change in, the official position with respect to or the interpretation of any administrative action or any interpretation or pronouncement that provides for a position with respect to such administrative action that differs from the theretofore generally accepted position, in each of case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, administrative action, interpretation or pronouncement is made known, which amendment, clarification, change or administrative action is effective or which interpretation, pronouncement or administrative action is announced on or after the date of issue of the 5.763% Notes, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation, pronouncement or administrative action is effective and applicable) that the Bank is, or may be, subject to more than a de minimus amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the 5.763% Notes (including the treatment by the Bank of interest on the 5.763% Notes) or the treatment of the 5.763% Notes, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will not be respected by a taxing authority. The redemption price per 5.763% Note redeemed prior to July 20, 2012 because of the occurrence of a Regulatory Event or Tax Event will be equal to the greater of par and the Canada Yield Price, together in either case with accrued and unpaid interest to but excluding the date fixed for redemption. Notes redeemed by the Bank shall be cancelled and may not be reissued. Automatic Conversion: If: (i) the Superintendent advises the Bank in writing (a Control Notice ) that the Superintendent has taken control of the Bank or its assets pursuant to the Bank Act; (ii) an application for a winding-up order in respect of the Bank pursuant to the Winding-up and Restructuring Act (Canada) is filed by the Attorney General of Canada (an AG Application ); or (iii) a winding-up order in respect of the Bank pursuant to the Winding-up and Restructuring Act (Canada) is granted by a court (a Winding-up Order ); the 5.763% Notes will be deemed, for all purposes, to be automatically converted effective as of 5:00 p.m. (Toronto time) on the day prior to the date of delivery of the Control Notice to the Bank, the filing of the AG Application or the grant of the Winding-up Order, as applicable, (the Conversion Time ) without the consent of the holders thereof into that number of fully-paid and freely-tradable Non-cumulative Class A First Preferred Shares, Series A8 of the Bank (the Preferred Shares Series A8 ) determined by dividing the principal amount of the 5.763% Notes, together with accrued and unpaid interest thereon, by the Market Price of the Benchmark Shares so that holders will no longer be

5 - 5 - holders of 5.763% Notes but will, as of the Conversion Time, be holders of Preferred Shares Series A8. See Description of Preferred Shares Series A8 for a description of the share terms applicable to the Preferred Shares Series A8. Benchmark Shares means, at any particular time, such publicly listed, Tier 1 qualifying, perpetual Class A First Preferred Shares of the Bank outstanding at such time as have been designated by the Bank as the Benchmark Shares (the Outstanding Preferred Shares ) or, if there are no Outstanding Preferred Shares at such time, a notional series of Tier 1 qualifying, perpetual Class A First Preferred Shares of the Bank ( Notional Preferred Shares ) which shall be deemed to bear dividends at a fixed rate of $ per annum, payable quarterly. Market Price means the greater of $2.50 and 95% of the weighted average trading price of the Outstanding Preferred Shares on the principal stock exchange on which such shares then trade during the 20 consecutive trading days ending immediately prior to the Conversion Time and, if there are no Outstanding Preferred Shares, the Market Price shall mean the greater of $2.50 and 95% of the simple average of the prices which two investment dealers (one of which may be an affiliate of the Bank) selected by the Bank in its sole discretion advise the Bank are the prices at which, in their opinion, the Notional Preferred Shares would have traded during the 20 consecutive trading days ending immediately prior to the Conversion Time if the Notional Preferred Shares had been outstanding and publicly listed during such number of trading days; provided, however, that if (a) one of the investment dealers selected by the Bank declines to provide an opinion as to such price, or advises the Bank that in its opinion such price would be less than $2.50, but the other investment dealer provides its opinion of price and such price is greater than or equal to $2.50, then the Market Price shall be calculated as if the first investment dealer had provided its opinion that the price would have been $2.50; or (b) each of the investment dealers selected by the Bank declines to provide an opinion as to such price, or advises the Bank that in its opinion such price would be less than $2.50, then the Market Price shall be $2.50. The Bank s by-laws currently provide that if it has declared but not paid, or set apart for payment, dividends on its then issued and outstanding Preferred Shares, the approval of existing preferred shareholders is needed before a new series of preferred shares can be created or issued. As a regulated financial institution, the Bank must meet liquidity and capital adequacy requirements before it declares or pays dividends. Accordingly, the Bank only declares dividends if it satisfies these requirements and, as a result, the Bank s expectation is that it would be in a position to set aside funds for the payment of any dividends declared. Subordination and Events of Default: The subordination provisions and the event of default provisions described in the Prospectus are not likely to be relevant to holders of 5.763% Notes in their capacity as creditors of the Bank since the automatic conversion provisions of the 5.763% Notes will result in the 5.763% Notes being converted to Preferred Shares Series A8 effective as of the Conversion Time (as defined above). See Automatic Conversion and Risk Factors. If an event of default occurs and continues and the 5.763% Notes have not already been automatically converted to Preferred Shares Series A8, the Trustee may, in its discretion and shall upon the request of holders of not less than onequarter of the principal amount of the 5.763% Notes then outstanding, declare the principal of and interest on all outstanding 5.763% Notes to be immediately due and payable. There will be no right of acceleration in the case of a default in

6 - 6 - the payment of interest or a default in the performance of any other covenant of the Bank in the Indenture, although a legal action could be brought to enforce such covenant. Purchase for Cancellation: Ratings (Preliminary): On or after July 20, 2012, the Bank may, with the prior approval of the Superintendent and subject to any applicable law, purchase the 5.763% Notes in the market or by tender or by private contract at any price. All 5.763% Notes purchased by the Bank shall be cancelled and may not be reissued. AA (low) with a stable trend by Dominion Bond Rating Service Limited ( DBRS ), A by Standard & Poor s Rating Services, a division of The McGraw-Hill Companies (Canada) Corporation ( S&P ), and Aa2 bymoodys Investors Service, Inc. ( Moodys ). The AA (low) rating assigned to the 5.763% Notes by DBRS is at the lower end of the second highest rating of DBRS ten rating categories, which range from AAA to D. DBRS uses three categories of rating trends - "positive", "stable" or "negative - to provide guidance in respect of its opinion regarding the outlook for the rating in question. The rating trend indicates the direction in which DBRS considers the rating is headed should present tendencies continue. S&P has ten rating categories, ranging from AAA to D, and uses + or designations to indicate the relative standing of the securities being rated within a particular rating category. The A rating assigned to the 5.763% Notes by S&P indicates that the 5.763% Notes rank in the middle of S&P s third highest rating category. The Aa2 rating assigned by Moodys is the second highest rating of Moodys nine rating categories, which range from AAA to C. The modifier 2 indicates that the obligation ranks in the middle of the applicable rating category. Credit ratings are intended to provide investors with an independent assessment of the credit quality of an issue or issuer of securities and do not speak to the suitability of particular securities for any particular investor. The credit ratings assigned to the 5.763% Notes may not reflect the potential impact of all risks on the value of the 5.763% Notes. A rating is therefore not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating agency. Dealers: Method of Distribution: TD Securities Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., Merrill Lynch Canada Inc., National Bank Financial Inc., Desjardins Securities Inc., JP Morgan Securities Canada Inc., and Trilon Securities Corporation (collectively, the Dealers ). TD Securities Inc. is a wholly-owned subsidiary of the Bank. By virtue of such ownership, the Bank is a related and connected issuer of TD Securities Inc. under applicable securities legislation. See Plan of Distribution. Agency

7 - 7 - DESCRIPTION OF PREFERRED SHARES SERIES A8 Issue Price The Preferred Shares Series A8 are issuable upon the automatic conversion of the 5.763% Notes at a price (the Issue Price ) equal to the Market Price of the Benchmark Shares which will be satisfied in full by such conversion. See Automatic Conversion above. Dividends The holders of Preferred Shares Series A8 are entitled to receive fixed non-cumulative preferential cash dividends, as and when declared by the Bank s Board of Directors, payable quarterly in each year on the last day of January, April, July and October at the same quarterly rate as the Benchmark Shares. If the Bank s Board of Directors does not declare any dividend or part thereof on the Preferred Shares Series A8 on or before the dividend payment date for a particular quarter, then the right of the holders of the Preferred Shares Series A8 to such dividend or part thereof for such quarter will be extinguished. Redemption The Preferred Shares Series A8 are not redeemable prior to July 20, On and after such date, but subject to the provisions described below under Restrictions on Dividends and Retirement of Shares, the Bank may redeem at any time all or, from time to time, any part of the outstanding Preferred Shares Series A8, by the payment of an amount in cash for each share redeemed equal to 104% of the Issue Price if redeemed during the 12 months commencing on July 20, 2012, 103% of the Issue Price if redeemed during the 12 months commencing on July 20, 2013, 102% of the Issue Price if redeemed during the 12 months commencing on July 20, 2014, 101% of the Issue Price if redeemed during the 12 months commencing on July 20, 2015, and 100% of the Issue Price thereafter, together with, in each case, any declared and unpaid dividends to the redemption date. The Bank must give notice of any redemption to holders not more than 60 days and not less than 30 days prior to the redemption date. Where a part only of the outstanding Preferred Shares Series A8 is to be redeemed, the shares to be redeemed will be selected pro rata disregarding fractions in such manner as the Bank may determine. All redemptions of the Preferred Shares Series A8 are subject to the provisions of the Bank Act and the consent of the Superintendent. Conversion into Another Series of Preferred Shares at the Option of the Holder The Bank may, at any time and by resolution of the Bank s Board of Directors, constitute a further series of Preferred Shares ( New Preferred Shares ) having rights, privileges, restrictions and conditions attaching thereto which would qualify such New Preferred Shares as Tier 1 capital of the Bank under the then current capital adequacy guidelines prescribed by the Superintendent if applicable, and if not applicable, having such rights, privileges, restrictions and conditions as the Bank s Board of Directors may determine. The Bank will ensure that such New Preferred Shares will not, if issued, be or be deemed to be term preferred shares within the meaning of the Income Tax Act (Canada) (the Tax Act ). In such event, the Bank may, with the consent of the Superintendent, give holders of the Preferred Shares Series A8 notice that they have the right, pursuant to the terms of the Preferred Shares Series A8 to convert their Preferred Shares Series A8 on the date specified in the notice into fully-paid and non-assessable New Preferred Shares on a share for share basis. Notice must be given by the Bank to holders not more than 60 days and not less than 30 days prior to the conversion date.

8 - 8 - Purchase for Cancellation Subject to the provisions of the Bank Act, the consent of the Superintendent and the provisions described below under Restrictions on Dividends and Retirement of Shares, the Bank may at any time purchase for cancellation anypreferred Share Series A8 at the lowest price or prices at which in the opinion of the Bank such shares are obtainable. Restrictions on Dividends and Retirement of Shares So long as any of the Preferred Shares Series A8 are outstanding, the Bank will not, without the approval by at least twothirds of the votes cast at a meeting of the holders of the Preferred Shares Series A8 duly called for the purpose or by the signature of the holders of at least two-thirds of the Preferred Shares Series A8 outstanding (each, an Extraordinary Resolution ): declare any dividends on any common shares or any other shares ranking junior to the Preferred Shares Series A8 (other than stock dividends in any shares ranking junior to the Preferred Shares Series A8); redeem, purchase or otherwise retire any common shares or any other shares ranking junior to the Preferred Shares Series A8 (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the Preferred Shares Series A8); redeem, purchase or otherwise retire: (i) less than all the Preferred Shares Series A8; or (ii) except pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provision attaching to any series of preferred shares of the Bank any other shares ranking prior to or on a parity with the Preferred Shares Series A8; unless, in each case, all dividends on the Preferred Shares Series A8 up to and including those payable on the dividend payment date for the last completed period for which dividends shall be payable and in respect of which the rights of the holders thereof have not been extinguished, and all dividends then accrued on all other shares ranking prior to or on a parity with the Preferred Shares Series A8, have been declared and paid or set apart for payment. Issue of Additional Series of First Preferred Shares The Bank may issue other series of Preferred Shares ranking pari passu with the Preferred Shares Series A8 without the approval of the holders of the Preferred Shares Series A8. Amendments to the Preferred Shares Series A8 The Bank will not without, but may from time to time with, the approval of the holders of the Preferred Shares Series A8 given by Extraordinary Resolution or, if the 5.763% Notes have not been converted, the approval of the holders of the 5.763% Notes and any such approval of TSX as may be necessary, delete or vary any rights, privileges, restrictions or conditions attaching to the Preferred Shares Series A8. In addition, the Bank will not without, but may from time to time with, the consent of the Superintendent, make any such deletion or variation which might affect the classification afforded the Preferred Shares Series A8 from time to time for capital adequacy requirements pursuant to the Bank Act and the Regulations and Guidelines thereunder. Voting Rights Subject to the provisions of the Bank Act, the holders of the Preferred Shares Series A8 as such are not entitled to receive notice of, or to attend or to vote at, any meeting of shareholders unless and until the first time at which the rights of such holders to any undeclared dividends are extinguished as described under Dividends above. In that event, the holders of the Preferred Shares Series A8 will be entitled to receive notice of, and to attend, meetings of shareholders at which directors are to be elected and will be entitled to one vote for each share held. The voting rights of the holders of the Preferred Shares Series A8 will forthwith cease upon payment by the Bank of the first quarterly dividend on the Preferred Shares Series A8 to which the holders are entitled subsequent to the time such voting rights first arose. If the rights of such holders to any undeclared dividends on the Preferred Shares Series A8 are again extinguished, such voting rights will become effective again and so on from time to time.

9 - 9 - DOCUMENTS INCORPORATED BY REFERENCE This Pricing Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the offering of the 5.763% Notes. Other documents are also incorporated or deemed to be incorporated by reference into the Prospectus and reference should be made to the Prospectus for full particulars thereof. Any statement contained in the Prospectus, as supplemented by this Pricing Supplement, or in a document incorporated or deemed to be incorporated by reference therein or herein shall be deemed to be modified or superseded for the purposes of this Pricing Supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that was required to be stated or that was necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Pricing Supplement. ELIGIBILITY FOR INVESTMENT In the opinion of McCarthy Tétrault LLP, counsel to the Bank, and Fasken Martineau DuMoulin LLP, counsel to the Dealers, the 5.763% Notes to be issued by the Bank pursuant to this Pricing Supplement would, if issued as of the date of this Pricing Supplement, be qualified investments under the Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and deferred profit sharing plans, other than a trust governed by a deferred profit sharing plan for which any employer is the Bank or a corporation with which the Bank does not deal at arm's length within the meaning of the Tax Act. The 5.763% Notes to be issued by the Bank pursuant to this Pricing Supplement would not, if issued as of the date of this Pricing Supplement, be prohibited investments in respect of registered pension plans. CANADIAN FEDERAL INCOME TAX CONSIDERATIONS In the opinion of McCarthy Tétrault LLP, counsel to the Bank, and Fasken Martineau DuMoulin LLP, counsel to the Dealers, the following is a summary of the principal Canadian federal income tax considerations generally applicable to a holder of 5.763% Notes who acquires the 5.763% Notes pursuant to this Pricing Supplement and who, for purposes of the Tax Act and at all relevant times, is resident or deemed to be resident in Canada, deals at arm s length with and is not affiliated with the Bank, holds the 5.763% Notes as capital property and is not exempt from taxation under Part I of the Tax Act. Generally, the 5.763% Notes will be considered to constitute capital property to a holder provided that the holder does not hold the 5.763% Notes in the course of carrying on a business of trading or dealing in securities or otherwise as part of a business of buying and selling securities and has not acquired them in one or more transactions considered to be an adventure in the nature of trade. Certain holders who might not otherwise be considered to hold their 5.763% Notes as capital property may, in certain circumstances, be entitled to have the 5.763% Notes and other Canadian Securities, as defined in the Tax Act, treated as capital property by making the irrevocable election permitted under subsection 39(4) of the Tax Act. This summary is not applicable to a purchaser an interest in which is a tax shelter investment, as defined in the Tax Act, or to a purchaser who is a financial institution for purposes of certain rules applicable to securities held by financial institutions (referred to as the mark-to-market rules), as defined in the Tax Act. Such purchasers should consult their own tax advisors. Furthermore, the part of this summary dealing with the Preferred Shares Series A8 does not apply to a specified financial institution (as defined in the Tax Act) that receives (or is deemed to receive), alone or together with persons with whom it does not deal at arm s length, in the aggregate dividends in respect of more than 10% of the Preferred Shares Series A8 outstanding at the time a dividend is received. This summary also assumes that all issued and outstanding Preferred Shares Series A8 are listed on a prescribed stock exchange in Canada (as defined in the Tax Act) at such times as dividends (including deemed dividends) are paid or received on such shares. This summary is based upon the current provisions of the Tax Act and the regulations issued thereunder in force as of the date hereof, all specific proposals to amend the Tax Act and the regulations thereunder publicly announced by the

10 Minister of Finance (Canada) prior to the date hereof (the Tax Proposals ) and counsel s understanding of the current administrative policies and assessing practices published in writing by the Canada Revenue Agency (the CRA ). This summary is not exhaustive of all Canadian Federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in law or CRA administrative policies and assessing practices, whether by way of legislative, governmental or judicial decision or action, nor does it take into account or consider anyother federal tax considerations or any provincial, territorial or foreign tax considerations, which may differ materially from those discussed herein. While this summary assumes that the Tax Proposals will be enacted in the form proposed, no assurance can be given that this will be the case, and no assurance can be given that judicial, legislative or administrative changes will not modify or change the statements below. 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 5.763% Notes should consult their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of 5.763% Notes having regard to their own particular circumstances. The 5.763% Notes Interest on the 5.763% Notes A holder of a 5.763% Note that is a corporation, partnership, unit trust or trust of which a corporation or partnership is a beneficiary will be required to include in computing its income for a taxation year any interest or amount that is considered for the purposes of the Tax Act to be interest on the 5.763% Note that accrued to it to the end of the year or became receivable or was received by it before the end of the year, to the extent that the interest (or amount considered to be interest) was not included in computing its income for a preceding taxation year. A holder of a 5.763% Note (other than a holder referred to in the previous paragraph) will be required to include in computing the holder s income for a taxation year any amount received or receivable (depending upon the method regularly followed by the holder in computing income) by the holder as interest in the year on the 5.763% Note, to the extent that such amount was not included in computing the holder s income for a preceding taxation year. If such a holder has not otherwise included interest on a 5.763% Note in computing the holder s income at periodic intervals of not more than one year, such a holder will also be required to include in computing the holder s income, for any taxation year that includes an anniversary day (as defined in the Tax Act) of the 5.763% Note, any interest or amount that is considered for the purposes of the Tax Act to be interest on the 5.763% Note which accrues to the holder to the end of such day, to the extent that such interest was not otherwise included in computing the holder s income for the year or any preceding taxation year. Dispositions On a disposition or deemed disposition of a 5.763% Note, including a purchase or redemption by the Bank, an automatic conversion, or a repayment by the Bank upon maturity, a holder will generally be required to include in computing its income for the taxation year in which the disposition occurred the amount of interest (including amounts considered to be interest) that has accrued on the 5.763% Note to the date of disposition to the extent that such amount has not otherwise been included in computing the holder s income for the year in which the disposition occurred or a preceding taxation year. In addition, any premium paid by the Bank to a holder on the redemption of a 5.763% Note will be deemed to be received by such holder as interest on the 5.763% Note and will be required to be included in computing the holder s income, as described above, at the time of the redemption to the extent that such premium can reasonably be considered to relate to, and does not exceed the value at the time of the redemption of, the interest that, but for the redemption, would have been paid or payable by the Bank on the 5.763% Note for a taxation year ending after the redemption and to the extent not otherwise included in computing the holder s income for that taxation year or a previous taxation year. In general, on a disposition or deemed disposition of 5.763% Notes, a holder will realize a capital gain (or a capital loss) equal to the amount, if any, by which the proceeds of disposition, net of any amount included in the holder s income as interest and any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such 5.763% Notes to the holder immediately before the disposition or deemed disposition. On an automatic conversion, the proceeds of

11 disposition will be the fair market value of the Preferred Shares Series A8 received on such conversion except to the extent a portion of such shares are, or are deemed to be, received in respect of interest on the 5.763% Notes. Preferred Shares Series A8 Dividends Dividends (including deemed dividends) received on the Preferred Shares Series A8 by an individual will be included in the individual s income and will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received by individuals (other than certain trusts) from taxable Canadian corporations. An enhanced dividend tax credit is available in respect of eligible dividends received after 2005 from a taxable Canadian corporation such as the Bank, where the dividends have been designated as eligible dividends by the dividend-paying corporation. Dividends (including deemed dividends) on the Preferred Shares Series A8 received by a corporation to which this part of the summary applies will be included in computing its income and will generally be deductible in computing its taxable income. The Preferred Shares Series A8 will be taxable preferred shares as defined in the Tax Act. The terms of the Preferred Shares Series A8 require the Bank to make an election under Part VI.1 of the Tax Act so that corporate shareholders will not be subject to tax under Part IV.1 of the Tax Act on dividends received (or deemed to be received) on the Preferred Shares Series A8. A private corporation, as defined in the Tax Act, or any other corporation controlled, whether by reason of a beneficial interest in one or more trusts or otherwise, by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts), will generally be liable to pay a 33 1/3% refundable tax under Part IV of the Tax Act on dividends received (or deemed to be received) on the Preferred Shares Series A8 to the extent such dividends are deductible in computing its taxable income. Redemption and Conversion If the Bank redeems for cash or otherwise acquires the Preferred Shares Series A8 other than by a purchase in the manner in which these shares are normally purchased by a member of the public in the open market or by reason of a conversion of the Preferred Shares Series A8, the holder will be deemed to have received a dividend equal to the amount, if any, paid by the Bank, as applicable, in excess of the paid-up capital of such shares at such time. The difference between the amount paid and the amount of the deemed dividend will be treated as proceeds of disposition for the purposes of computing the capital gain or capital loss arising on the disposition of such shares. In the case of a corporate shareholder, it is possible that in certain circumstances all or part of the amount so deemed to be a dividend may be treated as proceeds of disposition and not as a dividend. The conversion of the Preferred Shares Series A8 into New Preferred Shares pursuant to the conversion privilege by a shareholder will be deemed not to be a disposition of property and accordingly will not give rise to a capital gain or a capital loss. The cost to an investor of New Preferred Shares received on the conversion will be deemed to be equal to the investor s adjusted cost base of the Preferred Shares Series A8 immediately before the conversion. Dispositions A holder of Preferred Shares Series A8 who disposes of or is deemed to dispose of the Preferred Shares Series A8 will generally realize a capital gain (or sustain a capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such shares to the holder thereof. The amount of any deemed dividend arising on the redemption, acquisition or cancellation by the Bank of the Preferred Shares Series A8 will generally not be included in computing a holder s proceeds of disposition for purposes of computing the capital gain or loss arising on the disposition of such shares. If the shareholder is a corporation, any such capital loss may in certain circumstances be reduced by the amount of any dividends, including deemed dividends, which have been received on such shares. Analogous rules apply to a partnership or trust of which a corporation, trust or partnership is a member or beneficiary.

12 Taxation of Capital Gains and Capital Losses Generally, a holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a taxable capital gain ). Subject to and in accordance with the provisions of the Tax Act, a holder is required to deduct one half of the amount of any capital loss (an allowable capital loss ) realized in a taxation year from taxable capital gains realized by the holder in the year and allowable capital losses in excess of taxable capital gainsmay be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years. Capital gains realized by an individual may give rise to a liability for alternative minimum tax. Additional Refundable Tax A holder that is a Canadian-controlled private corporation (as defined in the Tax Act) may be liable to pay an additional refundable tax of 6 2/3% on certain investment income including amounts in respect of interest and taxable capital gains. PLAN OF DISTRIBUTION Under an agreement (the Dealer Agreement ) between the Dealers and the Bank dated July 16, 2007, the Dealers have agreed to offer for sale in Canada if, as and when issued by the Bank in accordance with the terms of the Dealer Agreement, up to $1,800,000,000 principal amount of the 5.763% Notes at a price of $100 per $100 principal amount of 5.763% Notes. The Bank has agreed to indemnify the Dealers against certain liabilities. The Bank has agreed to pay the Dealers a commission of $0.40 on account of services rendered in connection with the offering of the 5.763% Notes per $100 principal amount of 5.763% Notes sold. It is expected that the closing of the issue of the 5.763% Notes will take place on or about July 20, 2007, or such later date as the Bank and the Dealers may agree but, in any event, not later than August 31, The Bank reserves the right to accept or reject any subscription in whole or in part. While the Dealers have agreed to use their reasonable best efforts to sell the 5.763% Notes, they are not obligated to purchase any 5.763% Notes which are not sold. The obligations of the Dealers under the Dealer Agreement may be terminated, and the Dealers may withdraw all subscriptions for 5.763% Notes on behalf of subscribers, at the Dealer s discretion, upon the occurrence of certain stated events. Each of the Dealers may from time to time purchase and sell 5.763% Notes in the secondary market, but no Dealer is obligated to do so and may discontinue market-making activities at any time. The 5.763% Notes have not been and will not be registered under the U.S. Securities Act and, subject to certain exceptions, may not be offered, sold or delivered within the United States of America, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the U.S. Securities Act. TD Securities Inc., one of the Dealers, is a wholly-owned subsidiary of the Bank. By virtue of such ownership, the Bank is a related and connected issuer of TD Securities Inc. under applicable securities legislation. The decision to distribute the 5.763% Notes and the determination of the terms of the distribution were made through negotiations between the Bank on the one hand and the Dealers on the other hand. TD Securities Inc. will not receive any benefit in connection with this offering, other than its share of the Dealers commission payable by the Bank. Under applicable securities legislation, RBC Dominion Securities Inc. is an independent underwriter in connection with this offering and is not related or connected to the Bank or to TD Securities Inc. In that capacity, RBC Dominion Securities Inc. has participated with all other Dealers in due diligence meetings relating to this Pricing Supplement with the Bank and its representatives, has reviewed this Pricing Supplement and has had the opportunity to propose such changes to this Pricing Supplement as it considered appropriate. In addition, RBC Dominion Securities Inc. has participated, together with the other Dealers, in the structuring and pricing of this offering.

13 LEGAL MATTERS Certain legal matters in connection with the offering of the 5.763% Notes will be passed upon by McCarthy Tétrault LLP, on behalf of the Bank, and by Fasken Martineau DuMoulin LLP, on behalf of the Dealers. The partners, counsel and associates of McCarthy Tétrault LLP and Fasken Martineau DuMoulin LLP, respectively, as a group, beneficially own, directly or indirectly, less than one percent of any class of security issued by the Bank. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for the 5.763% Notes is Computershare Trust Company of Canada or its agent at its principal office in Toronto, Ontario. RISK FACTORS An investment in the 5.763% Notes is subject to certain risks, in addition to those referenced in the Prospectus. Real or anticipated changes in credit ratings on the 5.763% Notes may affect the market value of the 5.763% Notes. In addition, real or anticipated changes in credit ratings can affect the cost at which the Bank can transact or obtain funding, and thereby affect its liquidity, business, financial condition or results of operations. The 5.763% Notes are direct unsecured obligations of the Bank which rank equally with other subordinated indebtedness in the event of its insolvency or winding-up. If the Bank becomes insolvent or is wound-up while the 5.763% Notes remain outstanding, the Bank s assets must be used to pay deposit liabilities and prior and senior ranking debt before payments may be made on 5.763% Notes and other subordinated indebtedness. Subject to the Bank s regulatory capital requirements, there is no limit on the Bank s ability to incur additional subordinated debt. In certain circumstances, the Bank may defer interest payments on the 5.763% Notes. There is no limit on the number of times the Bank may defer interest payments or, during the term of the 5.763% Notes, on the duration of the period or periods of such deferral. While interest payments are being deferred, interest will accrue but will not compound. Once deferred, there is no specific requirement as to when interest payments must resume and the Bank may defer interest payments up until, but not beyond, maturity of the 5.763% Notes. See Interest Deferral Right above. Payment of principal of the 5.763% Notes may be accelerated only in the event of bankruptcy or the occurrence of certain other limited events of default. As specified below, event of default provisions, including acceleration provisions, are not likely to be relevant to holders of the 5.763% Notes since it is anticipated that the 5.763% Notes will automatically convert into or be exchanged for the Preferred Shares Series A8 effective as of the day before the occurrence of one of several events that may otherwise have given rise to an event of default. A holder of 5.763% Notes has no right to accelerate the payment of principal of the 5.763% Notes if the Bank fails to pay interest on the 5.763% Notes or fails in the performance of any of its other obligations under the 5.763% Notes. The 5.763% Notes are the Bank s unsecured obligations. The 5.763% Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation or the United States Federal Deposit Insurance Corporation or any other Canadian or United States governmental agency or instrumentality. Event of default provisions, including acceleration provisions, and the subordination provisions under the Indenture are not likely to be relevant to holders of 5.763% Notes in their capacity as creditors of the Bank since the 5.763% Notes will automatically convert into Preferred Shares Series A8 effective as of the day before the occurrence of several events that may otherwise have been considered events of default. See Description of the Debt Securities Events of Default in the Prospectus. An investment in the 5.763% Notes may become an investment in Preferred Shares Series A8 of the Bank in the circumstances described under Automatic Conversion above. As a result, a holder of 5.763% Notes may become a shareholder of the Bank at a time when the Bank s financial condition is deteriorating or when it has become insolvent or has been ordered to be wound-up or liquidated. In the event of the Bank s liquidation, the claims of its depositors and creditors (including holders of subordinated indebtedness) would be entitled to priority of payment over holders of