The Toronto-Dominion Bank, a bank chartered under the Bank Act (Canada) (the ?Bank?), in connection with the Registration Statement on Form F-3 (File No. 333-262557) filed by the Bank with the U.S. Securities and Exchange Commission (the ?Commission?) under the U.S. Securities Act of 1933, as amended (the ?Securities Act?), as it became effective under the Securities Act (the ?Registration Statement?), relating to the issuance by the Bank of (i) USD 1,800,000,000 aggregate principal amount of 5.532% Senior Medium-Term Notes, Series C, due 2026 (the ?2026 Fixed Rate Notes?), (ii) USD 450,000,000 aggregate principal amount of Floating Rate Senior Medium-Term Notes, Series C, due 2026 (the ?2026 Floating Rate Notes?) and (iii) USD 1,250,000,000 aggregate principal amount of 5.523% Senior Medium-Term Notes, Series C, due 2028 (together with the 2026 Fixed Rate Notes and the 2026 Floating Rate Notes, the ?Notes?). The Notes will be issued under an Indenture, dated as of June 30, 2006 (the ?Base Indenture?), between the Bank and The Bank of New York Mellon, as Trustee (the ?Trustee?), as supplemented by a First Supplemental Indenture, dated as of September 24, 2018 (the ?First Supplemental Indenture?

and, together with the Base Indenture, the ?Indenture?).