Bond TD Bank 2.35% ( US89114R6A91 ) in USD

TD Bank

100 % ▲

Canada

US89114R6A91 ( in USD )

2.35% per year ( payment 2 times a year)

19/12/2024 - Bond has expired

Prospectus brochure of the bond Toronto-Dominion Bank US89114R6A91 in USD 2.35%, expired

1 000 USD

89114R6A9

N/A

Toronto-Dominion Bank (TD Bank) is a multinational banking and financial services corporation headquartered in Toronto, Canada, offering a wide range of financial products and services to personal and commercial customers globally.

The Bond issued by TD Bank ( Canada ) , in USD, with the ISIN code US89114R6A91, pays a coupon of 2.35% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/12/2024

12/19/2019
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424B2 1 form424b2.htm PRICING SUPPLEMENT
Pricing Supplement
Filed Pursuant to Rule 424(b)(2)
(To the Prospectus Supplement dated June 18, 2019
Registration Statement No. 333-231751
and the Prospectus dated June 18, 2019)
December 17, 2019

The Toronto-Dominion Bank

$10,000,000
Callable Fixed Rate Notes, due December 19, 2024
·
The notes are senior unsecured debt securities issued by The Toronto-Dominion Bank ("TD"). Al payments and the return of the principal amount
on the notes are subject to our credit risk.
·
The notes wil mature on December 19, 2024. At maturity, if the notes have not been previously redeemed, you wil receive a cash payment equal
to 100% of the principal amount of the notes, plus any accrued and unpaid interest.
·
Interest wil be paid quarterly on March 19, June 19, September 19 and December 19 of each year, commencing on March 19, 2020, with the final
interest payment date occurring on the maturity date.
·
The notes wil accrue interest quarterly at the fixed rate of 2.35% per annum, calculated using the day count fraction specified below.
·
We have the right to redeem al , but not less than al , of the notes on March 19, 2020, and on each subsequent interest payment date (other than
the maturity date). The redemption price wil be 100% of the principal amount of the notes, plus any accrued and unpaid interest.
·
The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.
·
The notes wil not be listed or displayed on any securities exchange or any electronic communications network.
·
The CUSIP number for the notes is 89114R6A9.
·
The Pricing Date is December 17, 2019.
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value

Per Note

Total
Public Offering Price(1)
100.00%

$10,000,000.00
Underwriting Discount(1)(2)
0.825%

$82,500.00
Proceeds (before expenses) to TD
99.175%

$9,917,500.00
(1) The Agents may purchase the notes for sale to certain fee-based advisory accounts and may forgo some or al of their sel ing
concessions, fees or commissions with respect to such sales. The public offering price for investors purchasing the notes in these
accounts may have been as low as $995.00 (99.50%) per $1,000 in principal amount of the notes with respect to such sales. See
"Supplemental Plan of Distribution--Conflicts of Interest" in this pricing supplement.

(2) TD Securities (USA) LLC ("TDS") wil receive a commission of up to $8.50 (0.85%) per $1,000 in principal amount of the notes and
wil al ow a portion of that amount to BofA Securities, Inc. ("BofAS") in connection with the distribution of the notes. The total
"Underwriting Discount" and "Proceeds (before expenses) to TD" specified above reflect the aggregate of the underwriting discounts
per note. See "Supplemental Plan of Distribution--Conflicts of Interest" in this pricing supplement.
The notes are bail-inable debt securities (as defined in the prospectus) and subject to conversion in whole or in part by means of a transaction or
series of transactions and in one or more steps into common shares of TD or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit
Insurance Corporation Act (the "CDIC Act") and to variation or extinguishment in consequence, and subject to the application of the laws of the
Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the notes. See
"Description of the Debt SecuritiesSpecial Provisions Related to Bail-inable Debt Securities", "Canadian Bank Resolution Powers" and "Risk Factors
--Risks Related to the Bank's Bail-inable Debt Securities" in the accompanying prospectus.
The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not insured by the Canada Deposit
Insurance Corporation (the "CDIC"), the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the
United States, and involve investment risks. You should consider the information in "Risk Factors" beginning on page PS-5 of this pricing supplement,
page S-4 of the attached prospectus supplement, and page 1 of the attached prospectus.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of
these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement, or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
We will deliver the notes in book-entry form only through The Depository Trust Company ("DTC") on December 19, 2019 against
payment in immediately available funds.
Prospectus supplement dated June 18, 2019 and Prospectus dated June 18, 2019
BofA Securities
TD Securities (USA) LLC
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SUMMARY OF TERMS
This pricing supplement supplements the terms and conditions in the prospectus, dated June 18, 2019, as
supplemented by the prospectus supplement, dated June 18, 2019 (as so supplemented, together with al documents
incorporated by reference, the "prospectus"), and should be read with the prospectus.

· Issuer:
The Toronto-Dominion Bank
· Issue:
Senior Debt Securities, Series D
· Title of the Series:
Fixed Rate Cal able Notes, due December 19, 2024
· Aggregate Principal Amount
$10,000,000
Initially Being Issued:
· CUSIP No.:
89114R6A9
· Agents:
BofA Securities, Inc. ("BofAS") and TD Securities (USA) LLC ("TDS")
· Currency:
U.S. Dol ars
· Pricing Date:
December 17, 2019
· Issue Date:
December 19, 2019
· Maturity Date:
December 19, 2024, subject to redemption by TD prior to the maturity date
as set forth below under "Redemption."
· Minimum Denominations:
$1,000 and multiples of $1,000 in excess of $1,000
· Interest Rate:
The notes wil accrue interest quarterly at the fixed rate of 2.35% per annum.
· Day Count Fraction:
30/360
For the avoidance of doubt, each month is deemed to have 30 days and the
year is deemed to have 360 days. Therefore, each quarterly interest period
is deemed to have 90 days and the year is deemed to have 360 days,
resulting in equal interest payments.
· Interest Payment Dates:
Quarterly, on March 19, June 19, September 19 and December 19 of each
year, commencing on March 19, 2020, with the final interest payment date
occurring on the maturity date.
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· Redemption:
The notes are redeemable by TD, in whole, but not in part, on any optional
cal date at 100% of their principal amount together with accrued and unpaid
interest, if any, to, but excluding the applicable optional cal date. TD wil
provide written notice to DTC at least five (5) business days prior to the
applicable optional cal date. In the event TD gives notice of intention to
redeem the notes, the decision to give such notice wil be subject to the prior
approval of the Superintendent of Financial Institutions if such redemption
would lead to a breach of TD's Total Loss Absorbing Capacity requirements.
· Optional Call Dates:
March 19, June 19, September 19 and December 19 of each year,
beginning on March 19, 2020, and ending on the interest payment date
immediately preceding the maturity date.
· Business Day:
Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law to close in New York City or Toronto. If any interest
payment date, any optional cal date, or the maturity date occurs on a day
that is not a business day, then the payment wil be postponed until the next
business day. No additional interest wil accrue on the notes as a result of
such postponement.
· U.S. Tax Treatment:
The notes should be treated as indebtedness for U.S. federal income tax
purposes, as discussed further herein under "U.S. Federal Income Tax
Summary".
· Canadian Tax Treatment:
Please see the discussion under the caption "Tax Consequences--
Canadian Taxation" in the prospectus, which applies to your notes.
· Listing:
None
· Clearance and Settlement:
DTC global (including through its indirect participants Euroclear and
Clearstream, Luxembourg) as described under "Description of the Debt
Securities--Forms of the Debt Securities" and "Ownership, Book-Entry
Procedures and Settlement" in the prospectus.
· Terms Incorporated in the
Al of the terms appearing above the item captioned "Listing" above and the
Master Note:
terms appearing under the caption "Description of the Notes We May Offer"
in the prospectus supplement, as modified by this pricing supplement.
· ERISA Considerations:
See "ERISA Considerations" beginning on PS-12 of this pricing supplement.
· Canadian Bail-in Powers:
The notes are bail-inable debt securities (as defined in the prospectus) and
subject to conversion in whole or in part by means of a transaction or
series of transactions and in one or more steps into common shares of TD
or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and to
variation or extinguishment in consequence, and subject to the application of
the laws of the Province of Ontario and the federal laws of Canada
applicable therein in respect of the operation of the CDIC Act with respect to
the notes. See "Description of the Debt Securities--Special Provisions
Related to Bail-inable Debt

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Securities", "Canadian Bank Resolution Powers" and "Risk Factors--Risks
Related to the Bank's Bail-inable Debt Securities" in the accompanying
prospectus for a description of provisions and risks applicable to the notes
as a result of Canadian bail-in powers.
· Agreement with Respect to
By its acquisition of an interest in any note, each holder or beneficial owner
the Exercise of Canadian
of that note is deemed to (i) agree to be bound, in respect of the notes, by
Bail-in Powers:
the CDIC Act, including the conversion of the notes, in whole or in part by
means of a transaction or series of transactions and in one or more steps
into common shares of TD or any of its affiliates under subsection 39.2(2.3)
of the CDIC Act and the variation or extinguishment of the notes in
consequence, and by the application of the laws of the Province of Ontario
and the federal laws of Canada applicable therein in respect of the operation
of the CDIC Act with respect to the notes; (i ) attorn and submit to the
jurisdiction of the courts in the Province of Ontario with respect to the CDIC
Act and those laws; and (i i) acknowledge and agree that the terms referred
to in paragraphs (i) and (i ), above, are binding on that holder or beneficial
owner despite any provisions in the indenture or the notes, any other law
that governs the notes and any other agreement, arrangement or
understanding between that holder or beneficial owner and TD with respect
to the notes.
Holders and beneficial owners of notes wil have no further rights in respect
of their bail-inable debt securities to the extent those bail-inable debt
securities are converted in a bail-in conversion, other than those provided
under the bail-in regime, and by its acquisition of an interest in any note,
each holder or beneficial owner of that note is deemed to irrevocably
consent to the converted portion of the principal amount of that note and any
accrued and unpaid interest thereon being deemed paid in ful by TD by the
issuance of common shares of TD (or, if applicable, any of its affiliates) upon
the occurrence of a bail-in conversion, which bail-in conversion wil occur
without any further action on the part of that holder or beneficial owner or the
trustee; provided that, for the avoidance of doubt, this consent wil not limit
or otherwise affect any rights that holders or beneficial owners may have
under the bail-in regime.
See "Description of the Debt Securities--Special Provisions Related to Bail-
inable Debt Securities", "Canadian Bank Resolution Powers" and "Risk
Factors--Risks Related to the Bank's Bail-inable Debt Securities" in the
accompanying prospectus for a description of provisions and risks
applicable to the notes as a result of Canadian bail-in powers.
Certain terms used and not defined in this document have the meanings ascribed to them in the prospectus supplement
and prospectus. Unless otherwise indicated or unless the context requires otherwise, al references in this pricing
supplement to "we," "us," "our," or similar references are to The Toronto-Dominion Bank.

PS-4
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RISK FACTORS
Your investment in the notes entails significant risks, many of which differ from those of a conventional security.
Your decision to purchase the notes should be made only after careful y considering the risks of an investment in the
notes, including those discussed below, with your advisors in light of your particular circumstances. The notes are not an
appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in
general.
Payments on the notes are subject to our credit risk, and actual or perceived changes in our
creditworthiness are expected to affect the value of the notes. The notes are our senior unsecured debt securities.
As a result, your receipt of al payments of interest and principal on the notes is dependent upon our ability to repay our
obligations on the applicable payment date. No assurance can be given as to what our financial condition wil be at any
time during the term of the notes or on the maturity date. If we become unable to meet our financial obligations as they
become due, you may not receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our
perceived creditworthiness and actual or anticipated decreases in our credit ratings or increases in our credit spreads
prior to the maturity date of the notes may adversely affect the market value of the notes. However, because your return
on the notes depends upon factors in addition to our ability to pay our obligations, such as the difference between the
interest rates accruing on the notes and current market interest rates, an improvement in our credit ratings wil not reduce
the other investment risks related to the notes.
The notes will be subject to risks, including conversion in whole or in part -- by means of a transaction
or series of transactions and in one or more steps -- into common shares of TD or any of its affiliates, under
Canadian bank resolution powers. Under Canadian bank resolution powers, the CDIC may, in circumstances where
TD has ceased, or is about to cease, to be viable, assume temporary control or ownership of TD and may be granted
broad powers by one or more orders of the Governor in Council (Canada), including the power to sel or dispose of al or
a part of the assets of TD, and the power to carry out or cause TD to carry out a transaction or a series of transactions
the purpose of which is to restructure the business of TD. If the CDIC were to take action under the Canadian bank
resolution powers with respect to TD, this could result in holders or beneficial owners of the notes being exposed to
losses and conversion of the notes in whole or in part -- by means of a transaction or series of transactions and in one or
more steps -- into common shares of TD or any of its affiliates.
As a result, you should consider the risk that you may lose al or part of your investment, including the principal
amount plus any accrued interest, if the CDIC were to take action under the Canadian bank resolution powers, including
the bail-in regime, and that any remaining outstanding notes, or common shares of TD or any of its affiliates into which
the notes are converted, may be of little value at the time of a bail-in conversion and thereafter. See "Description of the
Debt Securities--Special Provisions Related to Bail-inable Debt Securities", "Canadian Bank Resolution Powers" and
"Risk Factors--Risks Related to the Bank's Bail-inable Debt Securities" in the accompanying prospectus for a description
of provisions and risks applicable to the notes as a result of Canadian bail-in powers.
The notes are subject to our early redemption. We may redeem al , but not less than al , of the notes on any
optional cal date beginning on or after March 19, 2020 (other than the maturity date). By purchasing the notes, you must
be wil ing to have your notes redeemed as early as that date. We are general y more likely to elect to redeem the notes
during periods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than that which
we would pay on our other interest bearing debt securities having a maturity comparable to the remaining term of the
notes. No further payments wil be made on the notes after they have been redeemed. If we redeem the notes prior to the
maturity date, you may not be able to reinvest your proceeds from the redemption in an investment with a return that is as

PS-5
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high as the return on the notes would have been if they had not been redeemed, or that has a similar level of risk.
An investment in the notes may be more risky than an investment in notes with a shorter term. The notes
wil mature on the maturity date, subject to our right to redeem the notes beginning on March 19, 2020. By purchasing
notes with a longer term, you wil bear greater exposure to fluctuations in interest rates than if you purchased a note with
a shorter term. In particular, you may be negatively affected if interest rates begin to rise, because investors have neither
the right to redeem the notes early nor the right to cause TD to redeem the notes early and the interest rate on the notes
may be less than the amount of interest you could earn on other investments with a similar level of risk available at such
time. In addition, if you tried to sel your notes at such time, the value of your notes in any secondary market transaction
would also be adversely affected.
We have included in the terms of the notes the costs of developing, hedging, and distributing them, and
the price, if any, at which you may sell the notes in any secondary market transactions will likely be lower than
the public offering price due to, among other things, the inclusion of these costs. In determining the economic
terms of the notes, and consequently the potential return on the notes to you, a number of factors are taken into account.
Among these factors are certain costs associated with developing, hedging, and offering the notes.
Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which the
agent(s) or another purchaser might be wil ing to purchase the notes in a secondary market transaction is expected to be
lower than the price that you paid for them. This is due to, among other things, the inclusion of these costs, and the costs
of unwinding any related hedging.
The quoted price of any of our affiliates for the notes could be higher or lower than the price that you paid for
them.
Trading, hedging and business activities by us, BofAS and our or their respective affiliates may create
conflicts of interest with you. We, BofAS or our or their respective affiliates may engage in trading activities related to
the notes that are not for your account or on your behalf. We expect to enter into arrangements to hedge the market risks
associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into
the hedging arrangements for the notes, but are not required to do so, and we may enter into such hedging arrangements
with BofAS or its affiliates. This hedging activity is expected to result in a profit to those engaging in the hedging activity,
which could be more or less than initial y expected, but which could also result in a loss for the hedging counterparty.
In addition, in the ordinary course of their business activities, BofAS and its affiliates may hold and trade our or
our affiliates' debt and equity securities (or related derivative securities) and financial instruments (including bank loans)
for their own account and for the accounts of their customers. BofAS and its affiliates may also have lending or other
capital markets relationships with us. In order to hedge such exposure, they may enter into transactions such as the
purchase of credit default swaps or the creation of short positions in our or our affiliates' securities, including potential y
the notes. Any such positions could adversely affect future trading prices of the notes.
We, BofAS or one or more of our or their affiliates may also, at present or in the future, publish research reports
with respect to movements in interest rates general y. This research is modified from time to time without notice and may
express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these
activities may affect the market value of the notes.
These trading, hedging and business activities may present a conflict of interest between your interest in the
notes and the interests we, BofAS and our or their respective affiliates may have in our proprietary accounts, in facilitating
transactions for our other customers, and in accounts under our or their management.

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We cannot assure you that a trading market for the notes will ever develop or be maintained. We wil not
list the notes on any securities exchange. We cannot predict how the notes wil trade in any secondary market, or
whether that market wil be liquid or il iquid.
The development of a trading market for the notes wil depend on our financial performance and other factors.
The number of potential buyers of the notes in any secondary market may be limited. We anticipate that TDS, BofAS and
our or their respective affiliates wil act as a market-makers for the notes, but they are not required to do so. TDS, BofAS
and our or their respective affiliates may discontinue their market-making activities as to the notes at any time. To the
extent that TDS and BofAS engage in any market-making activities, they may bid for or offer the notes. Any price at which
TDS, BofAS and our or their respective affiliates may bid for, offer, purchase, or sel any notes may differ from the values
determined by pricing models that each may respectively use, whether as a result of dealer discounts, mark-ups, or other
transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which the notes might
otherwise trade in the market.
In addition, if at any time TDS, BofAS and our or their respective affiliates were to cease acting as a market-
maker for the notes, it is likely that there would be significantly less liquidity in the secondary market and there may be no
secondary market at al for the notes. In such a case, the price at which the notes could be sold likely would be lower than
if an active market existed and you should be prepared to hold the notes until maturity.
Many economic and other factors will impact the market value of the notes. The market for, and the market
value of, the notes may be affected by a number of factors that may either offset or magnify each other, including:
·
the time remaining to maturity of the notes;
·
the aggregate amount outstanding of the notes;
·
our right to redeem the notes on the dates set forth above;
·
the level, direction, and volatility of market interest rates general y (in particular, increases in U.S. interest
rates, which may cause the market value of the notes to decrease);
·
general economic conditions of the capital markets in the United States;
·
geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital
markets general y;
·
our financial condition and creditworthiness; and
·
any market-making activities with respect to the notes.

PS-7
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U.S. FEDERAL INCOME TAX SUMMARY
General
The fol owing discussion summarizes certain U.S. federal income tax consequences to U.S. Holders of the
purchase, beneficial ownership and disposition of the notes. This discussion replaces the federal income tax discussions
in the prospectus supplement and prospectus. The discussion herein does not address the consequences to taxpayers
subject to special tax accounting rules under Section 451(b) of the Internal Revenue Code of 1986, as amended (the
"Code").
For purposes of this summary, a "U.S. Holder" is a beneficial owner of a note that is:
·
an individual who is a citizen or a resident of the U.S., for U.S. federal income tax purposes;
·
a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is
created or organized in or under the laws of the U.S. or any State thereof (including the District of
Columbia);
·
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
·
a trust if a court within the U.S. is able to exercise primary supervision over its administration, and one or
more U.S. persons, for U.S. federal income tax purposes, have the authority to control al of its substantial
decisions.
For purposes of this summary, a "Non-U.S. Holder" is a beneficial owner of a note that is:
·
a nonresident alien individual for federal income tax purposes;
·
a foreign corporation for federal income tax purposes; or
·
an estate or trust whose income is not subject to federal income tax on a net income basis.
An individual may, subject to certain exceptions, be deemed to be a resident of the U.S. for U.S. federal income
tax purposes by reason of being present in the U.S. for 31 days or more in the calendar year and for an aggregate of 183
days or more during a three year period ending in the current calendar year (counting for such purposes al of the days
present in the current year, one third of the days present in the immediately preceding year, and one sixth of the days
present in the second preceding year).
This summary is based on interpretations of the Code, regulations issued thereunder, and rulings and decisions
currently in effect (or in some cases proposed), al of which are subject to change. Any such change may be applied
retroactively and may material y and adversely affect the U.S. federal income tax consequences described herein. In
addition, this summary addresses only holders that purchase notes at initial issuance, and own notes as capital assets
and not as part of a "straddle," "hedge," "synthetic security," or a "conversion transaction" for U.S. federal income tax
purposes or as part of some other integrated investment. This summary does not discuss al of the tax consequences
(such as any alternative minimum tax consequences) that may be relevant to particular investors or to investors subject
to special treatment under the U.S. federal income tax laws (such as banks, thrifts or other financial institutions; insurance
companies; securities dealers or brokers, or traders in securities electing mark-to-market treatment; regulated investment
companies or real estate investment trusts; smal business investment companies; S corporations; partnerships; or
investors that hold their notes through a partnership or other entity treated as a partnership for U.S. federal income tax
purposes; holders whose functional currency is not the U.S. dol ar; certain former citizens or residents of the U.S.;
retirement plans or other tax-exempt entities, or persons holding the notes in tax-deferred or tax-advantaged accounts;
persons that purchase or sel the notes as part of a wash sale for tax purposes; or "control ed foreign corporations" or
"passive foreign investment companies" for U.S. federal income tax

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purposes). This summary also does not address the tax consequences to shareholders, or other equity holders in, or
beneficiaries of, a holder, or any state, local or non-U.S. tax consequences of the purchase, ownership or disposition of
the notes. Persons considering the purchase of notes should consult their tax advisors concerning the application of U.S.
federal income tax laws to their particular situations as wel as any consequences of the purchase, beneficial ownership
and disposition of notes arising under the laws of any other taxing jurisdiction.
U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes and
Payments of Interest
While there is no authority that specifical y addresses the U.S. federal income tax treatment of bail-inable debt
securities such as the notes, the notes should be treated as indebtedness for U.S. federal income tax purposes, and the
balance of this summary assumes that such notes are treated as indebtedness for U.S. federal income tax purposes.
However, the U.S. Internal Revenue Service (the "IRS") could assert that the notes should be treated as equity for U.S.
federal income tax purposes. Nevertheless, treatment of the notes as equity for U.S. federal income tax purposes should
not result in inclusions of income with respect to the notes that are material y different from those if the notes are treated
as indebtedness. If the notes were treated as equity, it is unlikely that interest payments on the notes that are treated as
dividends for U.S. federal income tax purposes would be treated as "qualified dividend income" for U.S. federal income
tax purposes and, if such dividends were not treated as qualified dividend income, amounts treated as dividends would
be taxed at ordinary income tax rates. You should consult with your tax advisor regarding the appropriate characterization
of bail-inable debt securities for U.S. federal income tax purposes, and the U.S. federal income and other tax
consequences of any bail-in conversion.
If the notes are treated as indebtedness, interest payments on the notes wil be taxable to a U.S. Holder as
ordinary interest income at the time it accrues or is received in accordance with the U.S. Holder's normal method of
accounting for tax purposes. Pursuant to the terms of the notes, you agree to treat the notes consistent with our treatment
for al U.S. federal income tax purposes.
Based on certain factual representations received from us, our special U.S. tax counsel, Cadwalader,
Wickersham & Taft LLP, is of the opinion that the notes should be treated in the manner described above.
However, the U.S. federal income tax treatment of the notes is uncertain. We do not plan to request a ruling from
the IRS regarding the tax treatment of the notes, and the IRS or a court may not agree with the tax treatment
described herein. We urge you to consult your tax advisor as to the tax consequences of your investment in the
notes.
Sale, Exchange, Early Redemption or Maturity of the Notes
Upon the disposition of a note by sale, exchange, early redemption, maturity or other taxable disposition, a U.S.
Holder should general y recognize taxable gain or loss equal to the difference between (1) the amount realized on such
taxable disposition (other than amounts attributable to accrued but untaxed interest) and (2) the U.S. Holder's adjusted
tax basis in the note. A U.S. Holder's adjusted tax basis in a note general y wil equal the U.S. Holder's cost of the note.
Because the note is held as a "capital asset", as defined in Section 1221 of the Code, such gain or loss wil general y
constitute capital gain or loss. Capital gain of a non-corporate U.S. Holder is general y taxed at preferential rates where
the holder has a holding period of greater than one year. The deductibility of a capital loss realized on the taxable
disposition of a note is subject to limitations.
Medicare Tax on Net Investment Income
U.S. Holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on al or a portion
of their "net investment income," or "undistributed net investment income" in the case of an estate or trust, which may
include any income or gain with respect to the notes, to the extent of their net investment income or undistributed net
investment income (as the case may be) that, when added to their other modified adjusted gross income, exceeds
$200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse),
$125,000 for a married individual filing a separate return, or the dol ar

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amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different
manner than the regular income tax. U.S. Holders should consult their tax advisors as to the consequences of the 3.8%
Medicare tax.
Specified Foreign Financial Assets
U.S. Holders may be subject to reporting obligations with respect to their notes if they do not hold their notes in
an account maintained by a financial institution and the aggregate value of their notes and certain other "specified foreign
financial assets" (applying certain attribution rules) exceeds an applicable threshold. Significant penalties can apply if a
U.S. Holder is required to disclose its notes and fails to do so.
Tax Treatment of Non-U.S. Holders
In general and subject to the discussion below, payments on the notes to a Non-U.S. Holder and gain realized on
the sale, exchange, early redemption, maturity or other taxable disposition of the notes by a Non-U.S. Holder wil not be
subject to U.S. federal income or withholding tax, unless (1) such income is effectively connected with a trade or business
conducted by such Non-U.S. Holder in the U.S., (2) in the case of gain, such Non-U.S. Holder is a nonresident alien
individual who holds the notes as a capital asset and is present in the U.S. for 183 days or more in the taxable year of the
sale and certain other conditions are satisfied, (3) such Non-U.S. Holder fails to provide the relevant correct, complete
and executed IRS Form W-8 or (4) such Non-U.S. Holder has certain other present or former connections with the U.S.
Backup Withholding and Information Reporting
Interest paid on, and the proceeds received from a sale, exchange, early redemption, maturity or other taxable
disposition of notes held by a U.S. Holder wil be subject to information reporting unless the U.S. Holder is an "exempt
recipient" and may also be subject to backup withholding if the holder fails to provide certain identifying information (such
as an accurate taxpayer number) or meet certain other conditions. Amounts withheld under the backup withholding rules
are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the
required information is furnished to the IRS.
Payments of principal and interest on, and proceeds from the taxable disposition of, notes held by a Non-U.S.
Holder to or through certain brokers may be subject to a backup withholding tax on "reportable payments" unless, in
general, such Non-U.S. Holder complies with certain procedures or is an exempt recipient. Any such amounts so withheld
from distributions on the notes general y wil be refunded by the IRS or al owed as a credit against such Non-U.S.
Holder's federal income tax, provided such Non-U.S. Holder makes a timely filing of an appropriate tax return or refund
claim. Reports wil be made to the IRS and to holders that are not excepted from the reporting requirements.
BOTH U.S. AND NON-U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S.
FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES, AS WELL AS ANY TAX
CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION
(INCLUDING THAT OF TD).

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