Corporate Overview

On March 31, 2008, The Toronto-Dominion Bank acquired Commerce Bancorp, Inc. (“Commerce”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) by and among The Toronto-Dominion Bank, Cardinal Merger Co. and Commerce dated as of October 2, 2007. In this transaction, Commerce shareholders had the right to receive 0.4142 common shares of The Toronto-Dominion Bank and $10.50 in cash, as well as cash for any fractional common shares of The Toronto-Dominion Bank, in exchange for each share of Commerce common stock held.

On March 31, 2008, Commerce was acquired by The Toronto-Dominion Bank and, as a result, is no longer publicly traded. Prior to March 31, 2008, Commerce traded on the NYSE under the ticker CBH.

Questions regarding the exchange of Commerce shares should be directed to Computershare, 250 Royall Street, Canton, Massachusetts 02021 or by calling 1-866-233-4836 or outside the U.S. at 1-201-680-6578.

Please contact Commerce’s former transfer agent, Registrar and Transfer Company at 800-368-5948 for replacement Form 1099s issued prior to March 31, 2008 or for questions regarding historical dividends paid by Commerce (i.e. prior to March 31, 2008).

Please contact Computershare, 250 Royall Street, Canton, Massachusetts 02021 or by calling 1-866-233-4836 or outside the U.S. at 1-201-680-6578 or complete the related section on the Letter of Transmittal you received in the mail.

Yes. However, please note dividends on the common shares of The Toronto-Dominion Bank with a record date after March 31, 2008 are not distributed to holders of unexchanged shares of Commerce. If you hold a certificate representing shares of Commerce stock, you will need to complete the Letter of Transmittal to exchange your certificates for the merger consideration, and receive any dividends paid on the common shares of The Toronto-Dominion Bank with a record date after March 31, 2008. For details, please refer to the provisions of the Merger Agreement concerning exchange of certificates for merger consideration at pp. A-4 to A-5 of the Proxy, particularly S.3.2(b) on p. A-5. For assistance with completing your Letter of Transmittal, please contact Computershare, 250 Royall Street, Canton, Massachusetts 02021 or by calling 1-866-233-4836 or outside the U.S. at 1-201-680-6578.

As our U.S. transfer agent for the common shares of The Toronto-Dominion Bank and the exchange agent for the Commerce merger, Computershare, can provide you with assistance related to the following:

• Exchange of Commerce shares
• Instructions on how to complete a Letter of Transmittal
• Instructions on what to do about lost or mutilated stock certificates
• Address changes
• Replacement of dividend cheques
• Transfer instructions
• Replacement Form 1099s (issued following the merger (i.e. after March 31, 2008)
• Account statements

Commerce’s former transfer agent for Commerce shares, Registrar and Transfer Company, can provide you with assistance with the following matters relating to transactions done on your Commerce account prior to March 31, 2008:

• Replacement Form 1099s issued prior to the merger (i.e., March 31, 2008)
• Questions regarding historical dividends paid by Commerce (i.e. prior to March 31, 2008)

To contact Registrar and Transfer Company, please call 800-368-5948.

For questions regarding any common shares of The Toronto-Dominion Bank you may own, please contact The Toronto-Dominion Bank's transfer agent in the United States, Computershare, 250 Royall Street, Canton, Massachusetts 02021 or by calling 1-866-233-4836 or outside the U.S. at 1-201-680-6578.

The Toronto-Dominion Bank currently does not have a share purchase plan.