Prospectus excerpt: This offering of Non-Cumulative 5-Year Rate Reset Preferred Shares, Series AC (the “Series AC Shares”) of The Toronto-Dominion Bank (the “Bank”) under this prospectus supplement (the “Prospectus Supplement”) consists of 8,000,000 Series AC Shares. The holders of the Series AC Shares will be entitled to receive fixed quarterly noncumulative preferential cash dividends, as and when declared by the board of directors of the Bank (the “Board of Directors”), for the initial period from and including the closing date of this offering to but excluding January 31, 2014 (the “Initial Fixed Rate Period”), payable on the last day of January, April, July and October in each year (each threemonth period ending on the last day of each such month, a “Quarter”), at a per annum rate of 5.60% per share, or $0.35 per share per Quarter. Notwithstanding the foregoing, based on the anticipated closing date of this offering of November 5, 2008, the first dividend per Series AC Share, if declared, will be payable on January 31, 2009 in respect of the period from and including November 5, 2008 to but excluding January 31, 2009, in the amount of $0.3337 per share. See “Details of the Offering”.
For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”), the holders of the Series AC Shares will be entitled to receive fixed quarterly non-cumulative preferential cash dividends, as and when declared by the Board of Directors, payable on the last day of January, April, July and October in each year in an amount per share per annum determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by the Bank on the Fixed Rate Calculation Date (as defined herein) and will be equal to the sum of the Government of Canada Yield (as defined herein) on the Fixed Rate Calculation Date plus 2.74%. See “Details of the Offering”.