Corporate Overview

On September 30, 2010, The Toronto-Dominion Bank acquired The South Financial Group, Inc. (“South Financial”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) by and among The Toronto-Dominion Bank, Hunt Merger Sub, Inc. and South Financial dated as of May 16, 2010.  Upon completion of the merger on September 30, 2010, each holder of South Financial common stock became entitled to receive at their option, in exchange for each share of South Financial common stock such holder owned immediately prior to the merger, either (i) 28 cents in cash (if a cash election was made with respect to such share), or (ii) 0.004 common shares of The Toronto-Dominion Bank, plus cash in lieu of any fractional share interests, which we refer to as the stock consideration.

For information on the transaction, please refer to the proxy statement/prospectus related to the merger dated August 24, 2010 (“Proxy Statement”).†

On September 30, 2010, South Financial was acquired by The Toronto-Dominion Bank and, as a result, is no longer publicly traded. Prior to September 30, 2010, South Financial traded on the NASDAQ under the ticker TSFG.

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

Please contact South Financial’s former transfer agent, Registrar and Transfer Company at 1-800-368-5948 for replacement Form 1099s issued prior to September 30, 2010 or for questions regarding historical dividends paid by South Financial (i.e. prior to September 30, 2010).

Please contact Computershare at 1-866-233-4836 within the U.S. or 1-201-680-6578 outside the U.S

Yes. However, please note dividends on the common shares of The Toronto-Dominion Bank with a record date after September 30, 2010 are not distributed to holders of unexchanged shares of South Financial. If you hold a certificate representing shares of South Financial stock, you will need to complete the Letter of Transmittal to exchange your certificates for the stock consideration, and receive any dividends paid on the common shares of The Toronto-Dominion Bank with a record date after September 30, 2010.

For details, please refer to the provisions of the Merger Agreement concerning exchange of certificates for merger consideration at pp. A-6 to A-7 of the Proxy Statement, particularly S.3.2(b) on p. A-7. †

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

• Exchange of South Financial 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 September 30, 2010))
• Account statements

Registrar and Transfer Company, South Financial’s former transfer agent, can assist you with the following matters relating to transactions on your South Financial account prior to September 30, 2010:

• Replacement Form 1099s issued prior to the merger (i.e., September 30, 2010)
• Questions regarding historical dividends paid by South Financial (i.e. prior to September 30, 2010)

To contact Registrar and Transfer Company, please call 1- 800-368-5948.

For general information on the tax consequences of the transaction, please refer to the Proxy Statement, including the discussion of the Material United States Federal Income Tax Consequences beginning on page 46 of the Proxy Statement.†

Please see “Other Information” on the Historical Acquisition Information page available at the following link:

Please see “Stock Information” on the Historical Acquisition Information page available at the following link:

Please see the Historical Acquisition Information page available at the following link:

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 at 1-866-233-4836 within the U.S. or 1-201-680-6578 outside the U.S.

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