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      TD Bank Financial Group Reports Third Quarter 2010 Results


      News provided by

      TD BANK FINANCIAL GROUP

      Sep 02, 2010, 06:30 ET

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          -------------------------------------------------------------------------
          This quarterly earnings release should be read in conjunction with our
          Third Quarter 2010 Report to Shareholders for the three and nine months
          ended July 31, 2010, which is available on our website at
          http://www.td.com/investor/qr_2010.jsp. Unless otherwise indicated, all
          amounts are expressed in Canadian dollars, and have been primarily
          derived from the Bank's annual or interim Consolidated Financial
          Statements prepared in accordance with Canadian generally accepted
          accounting principles (GAAP). Certain comparative amounts have been
          reclassified to conform with the presentation adopted in the current
          period. Additional information relating to the Bank is available on the
          Bank's website http://www.td.com, as well as on SEDAR at
          http://www.sedar.com and on the U.S. Securities and Exchange Commission's
          (SEC's) website at http://www.sec.gov (EDGAR filers section).
          -------------------------------------------------------------------------
      
          THIRD QUARTER FINANCIAL HIGHLIGHTS, compared with the third quarter a
          year ago:
      
          -   Reported diluted earnings per share were $1.29, compared with $1.01.
          -   Adjusted diluted earnings per share were $1.43, compared with $1.47.
          -   Reported net income was $1,177 million, compared with $912 million.
          -   Adjusted net income was $1,304 million, compared with $1,303 million.
      
          YEAR-TO-DATE FINANCIAL HIGHLIGHTS, nine months ended July 31, 2010,
          compared with the corresponding period a year ago:
      
          -   Reported diluted earnings per share were $4.03, compared with $2.35.
          -   Adjusted diluted earnings per share were $4.40, compared with $3.88.
          -   Reported net income was $3,650 million, compared with $2,110 million.
          -   Adjusted net income was $3,968 million, compared with $3,409 million.
      
          Adjusted measures are non-GAAP. Refer to the "How the Bank Reports"
          section of the Management's Discussion and Analysis for an explanation of
          reported and adjusted results.
          Certain comparative amounts have been reclassified to conform to the
          current period's presentation.
          Certain comparative amounts are presented after adjustments resulting
          from adoption of the 2009 financial instruments amendments, as described
          in Note 1 to the Interim Consolidated Financial Statements.
      
          THIRD QUARTER ADJUSTMENTS (ITEMS OF NOTE)
      
          The third quarter reported earnings figures included the following items
          of note:
      
          -   Amortization of intangibles of $117 million after tax (12 cents per
              share), compared with $122 million after tax (15 cents per share) in
              the third quarter last year.
          -   A loss of $14 million after tax (2 cents per share), due to the
              change in fair value of derivatives hedging the reclassified
              available-for-sale debt securities portfolio, compared with a loss of
              $43 million after tax (5 cents per share) in the third quarter last
              year.
          -   Integration and restructuring charges of $5 million after tax (1 cent
              per share), relating to U.S. Personal and Commercial Banking
              acquisitions, compared with $70 million after tax (8 cents per share)
              in the third quarter last year.
          -   A gain of $9 million after tax (1 cent per share), due to the change
              in fair value of credit default swaps hedging the corporate loan
              book, net of provision for credit losses (PCL), compared with a loss
              of $75 million after tax (9 cents per share) in the third quarter
              last year.
      

      TORONTO, Sept. 2 /PRNewswire-FirstCall/ - TD Bank Financial Group (TDBFG) today announced its financial results for the third quarter ended July 31, 2010. Overall results for the quarter reflected very strong retail earnings growth.

      "Our third quarter results really tell the growth story of our retail businesses on both sides of the border, with our total adjusted retail earnings hitting a new high of $1.3 billion, up 21% from last year. Canadian Personal and Commercial banking posted another record quarter - its third in a row - and our U.S. Personal and Commercial Banking operations also reported the highest level of adjusted earnings since we entered this market," said Ed Clark, President and Chief Executive Officer, TDBFG. "Wholesale Banking earnings continued to normalize, performing in line with expectations despite tougher markets in the quarter. We also saw the best credit quality and lowest credit losses in seven quarters across all of our businesses."

      Canadian Personal and Commercial Banking

      Canadian Personal and Commercial Banking posted earnings of $841 million in the third quarter, up 24% from the same period last year. Revenue grew 8% while PCL declined by 19%. TD Canada Trust (TDCT) reported strong volume growth across most banking products, in particular real estate secured lending and business deposits. Also during the quarter, TDCT was ranked highest in Canadian banking customer satisfaction for the fifth year in a row by J.D. Power and Associates. In August, TDCT also received the Synovate award for excellence in customer service for the sixth year in a row.

      "Canadian Personal and Commercial Banking delivered its third consecutive record quarter as we continue to invest in our people and stay focused on our commitment to providing the best possible service and convenience to our customers," said Tim Hockey, Chief Executive Officer, TDCT. "We expect continued strong earnings growth, but not at the rate we've seen this year, as the Canadian housing market cools and a competitive environment continues to put pressure on margins."

      Wealth Management

      Global Wealth net income, which excludes TDBFG's reported investment in TD Ameritrade, was $117 million in the quarter, up 23% from the same period last year, largely driven by fee revenue from higher client assets and improved net interest margin. TD Ameritrade contributed $62 million in earnings to the segment, down 9% from the same period last year, due to the impact of a stronger Canadian dollar which was partially offset by higher earnings.

      "This was a solid quarter for the Wealth business. Our profit improved for the sixth quarter in a row and we continued to invest in our operations to ensure future growth," said Bill Hatanaka, Chief Executive Officer, TD Waterhouse. "However, we are cautious about the next several quarters, given the potential impact of a slowing U.S. economy on the equity markets."

      U.S. Personal and Commercial Banking

      U.S. Personal and Commercial Banking generated US$271 million in reported net income for the quarter. On an adjusted basis, the segment earned US$276 million, up 30% from the third quarter of last year. Revenue grew 17% from the same period last year, driven by broad gains across the business, including deposit and loan growth, supported by an increase in retail fees. Total PCL dropped to US$126 million, down 23% compared with the same period last year.

      During the quarter, TD Bank, America's Most Convenient Bank, announced an offer to purchase The South Financial Group, Inc. The transaction remains subject to approval by South Financial shareholders and certain regulators. The shareholders' meeting will be held on September 28, 2010, and assuming the necessary approvals are in place, the transaction is expected to close shortly thereafter.

      "TD Bank had a very good quarter despite the uncertainty that continues to linger in the U.S. economy," said Bharat Masrani, Chief Executive Officer, TD Bank, America's Most Convenient Bank. "We remain pleased with the pace of our organic growth as we continue to lend to our customers. In fact, since the downturn started in 2007, we've grown our lending by 20%. We're also pleased with the performance of the three FDIC-assisted acquisitions in Florida that we completed in the second quarter."

      Wholesale Banking

      Wholesale Banking reported net income of $179 million, down 45% from the same period last year. Last year's very strong results reflected the broad-based market rebound following the financial crisis. In addition, the current quarter was negatively impacted by the sovereign debt crisis in Europe and the significant equity market disruption in early May. This resulted in lower fixed income, credit, and currency trading, and lower underwriting fees, partially offset by improved equity trading and investment portfolio gains.

      "Our wholesale bank had a solid quarter, particularly given the difficult operating environment," said Bob Dorrance, Chief Executive Officer, TD Securities. "This quarter's challenging markets were a clear contrast to the very favourable conditions of a year ago. We expect markets to remain challenging in the short term while we continue to build our franchises and strengthen our platforms for future success."

      Corporate

      The Corporate segment, which includes the Bank's other activities, had an adjusted net loss of $182 million ($304 million on a reported basis), up $76 million from the adjusted results in the same period last year. The higher loss was largely attributable to unfavourable tax-related items and losses associated with hedging and treasury activities, partially offset by lower net corporate expenses.

      Capital

      TDBFG's Tier 1 capital ratio hit another high, at 12.5%, up 50 basis points from last quarter while risk-weighted assets remained stable. Capital quality remained very high, with tangible common equity comprising about 75% of Tier 1 capital.

      "We'll have to wait to see the full scope and impact of proposed capital reforms," Clark said. "However, we hope that by the first quarter of fiscal 2011, we'll be in a position, in the context of the Board's outlook on earnings and the Bank's dividend policy, to provide some guidance."

      Conclusion

      "We're very pleased with the strong results and organic growth that we delivered in the third quarter. Our retail businesses continue to perform very well and leave us positioned to deliver a good year," Clark said. "We're confident that our excellent capital levels, recent acquisitions and the investments we've made in the business will help ensure that we continue to grow despite the continuing economic challenges."

      The foregoing contains forward-looking statements. Please see the "Caution Regarding Forward-Looking Statements" on page 3.

          -------------------------------------------------------------------------
          Caution Regarding Forward-Looking Statements
      
          From time to time, the Bank makes written and oral forward-looking
          statements, including in this earnings news release, in other filings
          with Canadian regulators or the U.S. Securities and Exchange Commission,
          and in other communications. In addition, representatives of the Bank may
          make forward-looking statements orally to analysts, investors, the media
          and others. All such statements are made pursuant to the "safe harbour"
          provisions of applicable Canadian and U.S. securities legislation,
          including the U.S. Private Securities Litigation Reform Act of 1995.
          Forward-looking statements include, among others, statements made in this
          earnings news release in the "Business Outlook" section for each segment
          and in other statements regarding the Bank's objectives and priorities
          for 2010 and beyond and strategies to achieve them, and the Bank's
          anticipated financial performance. Forward-looking statements are
          typically identified by words such as "will", "should", "believe",
          "expect", "anticipate", "intend", "estimate", "plan", "may" and "could".
      
          By their very nature, these statements require the Bank to make
          assumptions and are subject to inherent risks and uncertainties, general
          and specific. Especially in light of the current uncertainty related to
          the financial, economic and regulatory environments, such risks and
          uncertainties - many of which are beyond the Bank's control and the
          effects of which can be difficult to predict - may cause actual results
          to differ materially from the expectations expressed in the forward-
          looking statements. Risk factors that could cause such differences
          include: credit, market (including equity, commodity, foreign exchange
          and interest rate), liquidity, operational, reputational, insurance,
          strategic, regulatory, legal and other risks, all of which are discussed
          in the Management's Discussion and Analysis (MD&A) in the Bank's 2009
          Annual Report. Additional risk factors include the impact of recent U.S.
          legislative developments, as discussed under "Significant Events in 2010"
          in the "How We Performed" section of this earnings news release; changes
          to and new interpretations of risk-based capital guidelines and reporting
          instructions; increased funding costs for credit due to market
          illiquidity and competition for funding; the failure of third parties to
          comply with their obligations to the Bank or its affiliates relating to
          the care and control of information; and the use of new technologies in
          unprecedented ways to defraud the Bank or its customers and the organized
          efforts of increasingly sophisticated parties who direct their attempts
          to defraud the Bank or its customers through many channels. We caution
          that the preceding list is not exhaustive of all possible risk factors
          and other factors could also adversely affect the Bank's results. For
          more detailed information, please see the Risk Factors and Management
          section of the MD&A, starting on page 65 of the Bank's 2009 Annual
          Report. All such factors should be considered carefully, as well as other
          uncertainties and potential events, and the inherent uncertainty of
          forward-looking statements, when making decisions with respect to the
          Bank and undue reliance should not be placed on the Bank's forward-
          looking statements.
      
          Material economic assumptions underlying the forward-looking statements
          contained in this document are set out in the Bank's 2009 Annual Report
          under the heading "Economic Summary and Outlook", as updated in the Third
          Quarter 2010 Report to Shareholders; and for each of the business
          segments, under the headings "Business Outlook and Focus for 2010", as
          updated in this earnings news release under the headings "Business
          Outlook"; and for the Corporate segment in the report under the heading
          "Outlook".
      
          Any forward-looking statements contained in this document represent the
          views of management only as of the date hereof and are presented for the
          purpose of assisting the Bank's shareholders and analysts in
          understanding the Bank's financial position, objectives and priorities
          and anticipated financial performance as at and for the periods ended on
          the dates presented, and may not be appropriate for other purposes. The
          Bank does not undertake to update any forward-looking statements, whether
          written or oral, that may be made from time to time by or on its behalf,
          except as required under applicable securities legislation.
          -------------------------------------------------------------------------
      

      This document was reviewed by the Bank's Audit Committee and was approved by the Bank's Board of Directors, on the Audit Committee's recommendation, prior to its release.

          FINANCIAL HIGHLIGHTS
          -------------------------------------------------------------------------
          (millions of Canadian                                       For the nine
           dollars, except          For the three months ended        months ended
           as noted)              -------------------------------------------------
                                   July 31,  Apr. 30,  July 31,  July 31,  July 31,
                                      2010      2010    2009(1)     2010 2009(1)(2)
          -------------------------------------------------------------------------
          Results of operations
          Total revenue           $  4,744  $  4,767  $  4,667  $ 14,548  $ 13,142
          Provision for credit
           losses                      339       365       557     1,221     1,959
          Non-interest expenses      2,966     2,953     3,045     8,900     9,116
          Net income - reported(3)   1,177     1,176       912     3,650     2,110
          Net income - adjusted(3)   1,304     1,234     1,303     3,968     3,409
          Economic profit(4)           208       200       246       771       302
          Return on common
           equity - reported         12.2%     13.0%      9.7%     13.1%      7.5%
          Return on invested
           capital(4)                12.0%     12.0%     12.4%     12.5%     11.0%
          -------------------------------------------------------------------------
          Financial position
          Total assets            $603,467  $573,905  $544,821  $603,467  $544,821
          Total risk-weighted
           assets                  189,190   187,174   189,609   189,190   189,609
          Total shareholders'
           equity                   41,336    38,424    38,020    41,336    38,020
          -------------------------------------------------------------------------
          Financial ratios
          Efficiency ratio -
           reported(3)               62.5%     61.9%     65.2%     61.2%     69.4%
          Efficiency ratio -
           adjusted(3)               58.8%     59.2%     56.6%     57.6%     59.4%
          Tier 1 capital to
           risk-weighted assets      12.5%     12.0%     11.1%     12.5%     11.1%
          Provision for credit
           losses as a % of
           net average loans         0.51%     0.58%     0.87%     0.63%     1.04%
          -------------------------------------------------------------------------
          Common share
           information - reported
           (Canadian dollars)
          Per share
            Basic earnings        $   1.30  $   1.31  $   1.01  $   4.05  $   2.36
            Diluted earnings          1.29      1.30      1.01      4.03      2.35
            Dividends                 0.61      0.61      0.61      1.83      1.83
            Book value               43.41     40.35     40.54     43.41     40.54
          Closing share price        73.16     75.50     63.11     73.16     63.11
          Shares outstanding
           (millions)
            Average basic            870.2     863.8     851.5     864.4     844.3
            Average diluted          875.1     869.4     855.4     869.6     846.5
            End of period            874.1     868.2     854.1     874.1     854.1
          Market capitalization
           (billions of
           Canadian dollars)      $   63.9  $   65.6  $   53.9  $   63.9  $   53.9
          Dividend yield              3.4%      3.5%      4.4%      3.5%      5.1%
          Dividend payout ratio      47.2%     46.8%     60.1%     45.2%     78.0%
          Price to earnings ratio     14.2      15.5      17.7      14.2      17.7
          -------------------------------------------------------------------------
          Common share
           information - adjusted
           (Canadian dollars)
          Per share
            Basic earnings        $   1.44  $   1.37  $   1.47  $   4.42  $   3.90
            Diluted earnings          1.43      1.36      1.47      4.40      3.88
          Dividend payout ratio      42.4%     44.5%     41.4%     41.4%     47.2%
          Price to earnings ratio     12.5      12.8      13.5      12.5      13.5
          -------------------------------------------------------------------------
          (1) Certain comparative amounts are presented after adjustments resulting
              from adoption of the 2009 financial instruments amendments, as
              described in Note 1 to the Interim Consolidated Financial Statements.
          (2) As explained in the "How the Bank Reports" section, effective the
              second quarter ended April 30, 2009, the reporting periods of U.S.
              entities are aligned with the reporting period of the Bank. Prior to
              April 30, 2009, the reporting period of TD Bank, N.A. was included in
              the Bank's financial statements on a one month lag.
          (3) Adjusted measures are non-GAAP. Refer to the "How the Bank Reports"
              section for an explanation of reported and adjusted results.
          (4) Economic profit and return on invested capital are non-GAAP financial
              measures. Refer to the "Economic Profit and Return on Invested
              Capital" section for an explanation.
      

      HOW WE PERFORMED

      How the Bank Reports

      The Bank prepares its Interim Consolidated Financial Statements in accordance with GAAP and refers to results prepared in accordance with GAAP as "reported" results. The Bank also utilizes non-GAAP financial measures to arrive at "adjusted" results to assess each of its businesses and to measure overall Bank performance. To arrive at adjusted results, the Bank removes "items of note", net of income taxes, from reported results. The items of note relate to items which management does not believe are indicative of underlying business performance. The Bank believes that adjusted results provide the reader with a better understanding of how management views the Bank's performance. The items of note are listed in the table on the following page. As explained, adjusted results are different from reported results determined in accordance with GAAP. Adjusted results, items of note, and related terms used in this document are not defined terms under GAAP and, therefore, may not be comparable to similar terms used by other issuers.

      Effective April 30, 2009, the reporting periods of TD Bank, N.A., which operates as TD Bank, America's Most Convenient Bank, were aligned with the reporting period of the Bank to eliminate the one month lag in financial reporting. Prior to April 30, 2009, the reporting period of TD Bank, N.A. was included in the Bank's financial statements on a one month lag. In accordance with the CICA Handbook Section 1506, Accounting Changes, this alignment is considered a change in accounting policy. The Bank has assessed that the impact to prior periods is not material and therefore, an adjustment was made to opening retained earnings of the second quarter of 2009, to align the reporting period of TD Bank, N.A. to that of the Bank's reporting period.

      The following table provides the operating results - reported for the Bank.

          Operating Results - Reported
          -------------------------------------------------------------------------
          (millions of                                                For the nine
           Canadian dollars)        For the three months ended        months ended
                                  -------------------------------------------------
                                   July 31,  Apr. 30,  July 31,  July 31,  July 31,
                                      2010      2010    2009(1)     2010    2009(1)
          -------------------------------------------------------------------------
          Net interest income     $  2,921  $  2,790  $  2,833  $  8,560  $  8,501
          Non-interest income        1,823     1,977     1,834     5,988     4,641
          -------------------------------------------------------------------------
          Total revenue              4,744     4,767     4,667    14,548    13,142
          Provision for credit
           losses                      339       365       557     1,221     1,959
          Non-interest expenses      2,966     2,953     3,045     8,900     9,116
          -------------------------------------------------------------------------
          Income before income
           taxes, non-controlling
           interests in
           subsidiaries, and equity
           in net income of an
           associated company        1,439     1,449     1,065     4,427     2,067
          Provision for income
           taxes                       310       308       209       888       109
          Non-controlling interests
           in subsidiaries, net
           of income taxes              26        26        28        79        84
          Equity in net income of
           an associated company,
           net of income taxes          74        61        84       190       236
          -------------------------------------------------------------------------
          Net income - reported      1,177     1,176       912     3,650     2,110
          Preferred dividends           49        48        49       146       119
          -------------------------------------------------------------------------
          Net income available
           to common shareholders
           - reported             $  1,128  $  1,128  $    863  $  3,504  $  1,991
          -------------------------------------------------------------------------
          -------------------------------------------------------------------------
          (1) Certain comparative amounts are presented after adjustments resulting
              from adoption of the 2009 financial instruments amendments, as
              described in Note 1 to the Interim Consolidated Financial Statements.
      

      The following table provides a reconciliation between the Bank's adjusted and reported results.

          Non-GAAP Financial Measures - Reconciliation of Adjusted to Reported Net
          Income
          -------------------------------------------------------------------------
          Operating results -                                         For the nine
           adjusted                 For the three months ended        months ended
                                  -------------------------------------------------
          (millions of             July 31,  Apr. 30,  July 31,  July 31,  July 31,
           Canadian dollars)          2010      2010    2009(1)     2010    2009(1)
          -------------------------------------------------------------------------
          Net interest income     $  2,921  $  2,790  $  2,833  $  8,560  $  8,501
          Non-interest income(2)     1,861     1,948     1,976     5,971     5,310
          -------------------------------------------------------------------------
          Total revenue              4,782     4,738     4,809    14,531    13,811
          Provision for credit
           losses(3)                   339       425       492     1,281     1,704
          Non-interest expenses(4)   2,811     2,804     2,723     8,376     8,209
          -------------------------------------------------------------------------
          Income before income
           taxes, non-controlling
           interests in
           subsidiaries, and equity
           in net income of an
           associated company        1,632     1,509     1,594     4,874     3,898
          Provision for income
           taxes(5)                    392       332       367     1,072       692
          Non-controlling interests
           in subsidiaries, net
           of income taxes              26        26        28        79        84
          Equity in net income of
           an associated company,
           net of income taxes(6)       90        83       104       245       287
          -------------------------------------------------------------------------
          Net income - adjusted      1,304     1,234     1,303     3,968     3,409
          Preferred dividends           49        48        49       146       119
          -------------------------------------------------------------------------
          Net income available to
           common shareholders
           - adjusted                1,255     1,186     1,254     3,822     3,290
          -------------------------------------------------------------------------
          Adjustments for items
           of note, net of income
           taxes
          Amortization of
           intangibles(7)             (117)     (123)     (122)     (352)     (376)
          Increase (decrease) in
           fair value of derivatives
           hedging the reclassified
           available-for-sale debt
           securities portfolio(8)     (14)       23       (43)       13      (377)
          Integration and
           restructuring charges
           relating to U.S.
           Personal and Commercial
           Banking acquisitions(9)      (5)        -       (70)      (51)     (187)
          Increase (decrease) in
           fair value of credit
           default swaps hedging
           the corporate loan book,
           net of provision for
           credit losses(10)             9        (2)      (75)        -      (107)
          Recovery of income taxes
           due to changes in
           statutory income tax
           rates(11)                     -         -         -        11         -
          Release of insurance
           claims(12)                    -         -         -        17         -
          General allowance release
           (increase) in Canadian
           Personal and Commercial
           Banking and Wholesale
           Banking(13)                   -        44       (46)       44      (178)
          Settlement of TD
           Banknorth shareholder
           litigation(14)                -         -         -         -       (39)
          FDIC special assessment
           charge(15)                    -         -       (35)        -       (35)
          -------------------------------------------------------------------------
          Total adjustments for
           items of note              (127)      (58)     (391)     (318)   (1,299)
          -------------------------------------------------------------------------
          Net income available to
           common shareholders
           - reported             $  1,128  $  1,128  $    863  $  3,504  $  1,991
          -------------------------------------------------------------------------
          -------------------------------------------------------------------------
          (1)  Certain comparative amounts are presented after adjustments
               resulting from adoption of the 2009 financial instruments
               amendments, as described in Note 1 to the Interim Consolidated
               Financial Statements.
          (2)  Adjusted non-interest income excludes the following items of note:
               third quarter 2010 - $15 million gain due to change in fair value of
               credit default swaps (CDS) hedging the corporate loan book, as
               explained in footnote 9; $53 million loss due to change in fair
               value of derivatives hedging the reclassified available-for-sale
               (AFS) debt securities portfolio, as explained in footnote 7; second
               quarter 2010 - $5 million loss due to change in fair value of CDS
               hedging the corporate loan book; $34 million gain due to change in
               fair value of derivatives hedging the reclassified AFS debt
               securities portfolio; first quarter 2010 - $11 million loss due to
               change in fair value of CDS hedging the corporate loan book;
               $12 million gain due to change in fair value of derivatives hedging
               the reclassified AFS debt securities portfolio; $25 million recovery
               of insurance claims, as explained in footnote 11; third quarter 2009
               - $118 million loss due to change in fair value of CDS hedging the
               corporate loan book; $24 million loss due to change in fair value of
               derivatives hedging the reclassified AFS debt securities portfolio;
               second quarter 2009 - $61 million loss due to change in fair value
               of CDS hedging the corporate loan book; $166 million loss due to
               change in fair value of derivatives hedging the reclassified AFS
               debt securities portfolio; first quarter 2009 - $13 million gain due
               to change in fair value of CDS hedging the corporate loan book;
               $313 million loss due to change in fair value of derivatives hedging
               the reclassified AFS debt securities portfolio.
          (3)  Adjusted provision for credit losses (PCL) excludes the following
               items of note: second quarter 2010 - $60 million release in general
               allowance for credit losses in Canadian Personal and Commercial
               Banking and Wholesale Banking; third quarter 2009 - $65 million
               increase in general allowance for credit losses in Canadian Personal
               and Commercial Banking (excluding VFC) and Wholesale Banking; second
               quarter 2009 - $110 million increase in general allowance for credit
               losses in Canadian Personal and Commercial Banking (excluding VFC)
               and Wholesale Banking; first quarter 2009 - $80 million increase in
               general allowance for credit losses in Canadian Personal and
               Commercial Banking (excluding VFC) and Wholesale Banking.
          (4)  Adjusted non-interest expenses excludes the following items of note:
               third quarter 2010 - $147 million amortization of intangibles, as
               explained in footnote 6; $8 million of integration charges related
               to U.S. Personal and Commercial Banking acquisitions, as explained
               in footnote 8; second quarter 2010 - $149 million amortization of
               intangibles; first quarter 2010 - $149 million amortization of
               intangibles; $71 million of integration and restructuring charges
               related to U.S. Personal and Commercial Banking acquisitions; third
               quarter 2009 - $158 million amortization of intangibles;
               $109 million of integration and restructuring charges related to
               U.S. Personal and Commercial Banking acquisitions; $55 million FDIC
               special assessment charge, as explained in footnote 14; second
               quarter 2009 - $171 million amortization of intangibles; $77 million
               integration and restructuring charges related to the Commerce
               acquisition; settlement of TD Banknorth shareholder litigation of
               $58 million, as explained in footnote 13; first quarter 2009 -
               $173 million amortization of intangibles; $106 million integration
               and restructuring charges related to U.S. Personal and Commercial
               Banking acquisitions.
          (5)  For reconciliation between reported and adjusted provision for
               income taxes, see the 'Non-GAAP Financial Measures - Reconciliation
               of Reported to Adjusted Provision for Income Taxes' table in the
               "Taxes" section.
          (6)  Adjusted equity in net income of an associated company excludes the
               following items of note: third quarter 2010 - $16 million
               amortization of intangibles, as explained in footnote 6; second
               quarter 2010 - $22 million amortization of intangibles; first
               quarter 2010 - $17 million amortization of intangibles; third
               quarter 2009 - $20 million amortization of intangibles; second
               quarter 2009 - $16 million amortization of intangibles; first
               quarter 2009 - $15 million amortization of intangibles.
          (7)  Amortization of intangibles primarily relates to the Canada Trust
               acquisition in 2000, the TD Banknorth acquisition in 2005 and its
               privatization in 2007, the Commerce acquisition in 2008, the
               acquisitions by TD Banknorth of Hudson United Bancorp (Hudson) in
               2006 and Interchange Financial Services (Interchange) in 2007, and
               the amortization of intangibles included in equity in net income of
               TD Ameritrade.
          (8)  Effective August 1, 2008, as a result of deterioration in markets
               and severe dislocation in the credit market, the Bank changed its
               trading strategy with respect to certain trading debt securities.
               The Bank no longer intends to actively trade in these debt
               securities. Accordingly, the Bank reclassified certain debt
               securities from trading to the available-for-sale category in
               accordance with the Amendments to CICA Handbook Section 3855,
               Financial Instruments - Recognition and Measurement. As part of the
               Bank's trading strategy, these debt securities are economically
               hedged, primarily with CDS and interest rate swap contracts. This
               includes foreign exchange translation exposure related to the debt
               securities portfolio and the derivatives hedging it. These
               derivatives are not eligible for reclassification and are recorded
               on a fair value basis with changes in fair value recorded in the
               period's earnings. Management believes that this asymmetry in the
               accounting treatment between derivatives and the reclassified debt
               securities results in volatility in earnings from period to period
               that is not indicative of the economics of the underlying business
               performance in Wholesale Banking. As a result, the derivatives are
               accounted for on an accrual basis in Wholesale Banking and the gains
               and losses related to the derivatives in excess of the accrued
               amounts are reported in the Corporate segment. Adjusted results of
               the Bank exclude the gains and losses of the derivatives in excess
               of the accrued amount.
          (9)  As a result of U.S. Personal and Commercial Banking acquisitions and
               related integration and restructuring initiatives undertaken, the
               Bank may incur integration and restructuring charges. Restructuring
               charges consist of employee severance costs, the costs of amending
               certain executive employment and award agreements, contract
               termination fees, and the write-down of long-lived assets due to
               impairment. Integration charges consist of costs related to employee
               retention, external professional consulting charges, marketing
               (including customer communication and rebranding), and integration-
               related travel costs. Beginning in Q2 2010, U.S. Personal and
               Commercial Banking has elected not to include any further Commerce-
               related integration and restructuring charges in this item of note
               as the efforts in these areas wind down and in light of the fact
               that the integration and restructuring is substantially complete.
               For the three months ended July 31, 2010, the integration charges
               were driven by the FDIC-assisted acquisitions and there were no
               restructuring charges recorded.
          (10) The Bank purchases CDS to hedge the credit risk in Wholesale
               Banking's corporate lending portfolio. These CDS do not qualify for
               hedge accounting treatment and are measured at fair value with
               changes in fair value recognized in current period's earnings. The
               related loans are accounted for at amortized cost. Management
               believes that this asymmetry in the accounting treatment between CDS
               and loans would result in periodic profit and loss volatility which
               is not indicative of the economics of the corporate loan portfolio
               or the underlying business performance in Wholesale Banking. As a
               result, the CDS are accounted for on an accrual basis in Wholesale
               Banking and the gains and losses on the CDS, in excess of the
               accrued cost, are reported in the Corporate segment. Adjusted
               earnings exclude the gains and losses on the CDS in excess of the
               accrued cost. When a credit event occurs in the corporate loan book
               that has an associated CDS hedge, the PCL related to the portion
               that was hedged via the CDS is netted against this item of note.
          (11) This represents the impact of scheduled changes in the income tax
               statutory rate on net future income tax balances.
          (12) The Bank accrued an additional actuarial liability in its insurance
               subsidiary operations for potential losses in the first quarter of
               2008 related to a court decision in Alberta. The Alberta
               government's legislation effectively capping minor injury insurance
               claims was challenged and held to be unconstitutional. In Q3 2009,
               the government of Alberta won its appeal of the decision. The
               plaintiffs sought leave to appeal the decision to the Supreme Court
               of Canada and in Q1 2010, the Supreme Court of Canada denied the
               plaintiffs' application to seek leave to appeal. As result of this
               favourable outcome, the Bank released its provision related to the
               minor injury cap litigation in Alberta. The provision for the case
               in the Atlantic provinces remains as the ultimate outcome is not yet
               determinable.
          (13) Effective November 1, 2009, TD Financing Services (formerly VFC
               Inc.) aligned their loan loss methodology with that used for all
               other Canadian Personal and Commercial Banking retail loans; any
               general provisions resulting from the revised methodology are
               included in "General allowance increase in Canadian Personal and
               Commercial Banking and Wholesale Banking."
          (14) Upon the announcement of the privatization of TD Banknorth in
               November 2006, certain minority shareholders of TD Banknorth
               initiated class action litigation alleging various claims against
               the Bank, TD Banknorth, and TD Banknorth officers and directors. The
               parties agreed to settle the litigation in February 2009 for
               $61.3 million (US$50 million) of which $3.7 million (US$3 million)
               had been previously accrued on privatization. The Court of Chancery
               in Delaware approved the settlement of the TD Banknorth
               Shareholders' Litigation effective June 24, 2009, and the settlement
               became final.
          (15) On May 22, 2009, the Federal Deposit Insurance Corporation (FDIC),
               in the U.S., finalized a special assessment resulting in a charge of
               $55 million before tax or US$49 million before tax.
      
      
          Reconciliation of Reported Earnings per Share (EPS) to Adjusted EPS(1)
          -------------------------------------------------------------------------
          (Canadian dollars)                                          For the nine
                                    For the three months ended        months ended
                                  -------------------------------------------------
                                   July 31,  Apr. 30,  July 31,  July 31,  July 31,
                                      2010      2010    2009(2)     2010    2009(2)
          -------------------------------------------------------------------------
          Diluted - reported      $   1.29  $   1.30  $   1.01  $   4.03  $   2.35
          Items of note affecting
           income (as above)          0.14      0.06      0.46      0.37      1.53
          -------------------------------------------------------------------------
          Diluted - adjusted      $   1.43  $   1.36  $   1.47  $   4.40  $   3.88
          -------------------------------------------------------------------------
          -------------------------------------------------------------------------
          Basic - reported        $   1.30  $   1.31  $   1.01  $   4.05  $   2.36
          -------------------------------------------------------------------------
          -------------------------------------------------------------------------
          (1) EPS is computed by dividing net income available to common
              shareholders by the weighted-average number of shares outstanding
              during the period. As a result, the sum of the quarterly EPS may not
              equal to year-to-date EPS.
          (2) Certain comparative amounts are presented after adjustments resulting
              from adoption of the 2009 financial instruments amendments, as
              described in Note 1 to the Interim Consolidated Financial Statements.
      

      Significant Events in 2010

      Acquisition of The South Financial Group, Inc.

      On May 17, 2010, the Bank announced that it had signed a definitive agreement with The South Financial Group, Inc. (South Financial) for the Bank to acquire 100% of the outstanding common shares of South Financial for approximately $61 million in cash or the Bank's common stock. In addition, immediately prior to completion of the transaction, the United States Department of the Treasury will sell to the Bank its South Financial preferred stock and the associated warrant acquired under the Treasury's Capital Purchase Program and discharge all accrued but unpaid dividends on that stock for total cash consideration of approximately $131 million. The transaction is subject to approval by the shareholders of South Financial and certain remaining regulatory authorities. The Federal Reserve Board of Governors approved the transaction on July 22, 2010. The shareholders' meeting will be held on September 28, 2010, and assuming the necessary approvals are in place, the transaction is expected to close shortly thereafter.

      As at March 31, 2010, South Financial had total assets of US$12.4 billion and total deposits of US$9.8 billion. The transaction is expected to be slightly accretive to the Bank's earnings in fiscal 2011 and have an impact of 40 - 50 basis points (bps) on Tier 1 capital after taking into account the Q3 2010 issuance by the Bank of approximately $250 million worth of common shares in Canada.

      U.S. Legislative Developments

      Recent market and economic conditions have led to new legislation and numerous proposals for changes in the regulation of the financial services industry, including significant additional legislation and regulation in the United States. On July 21, 2010 the President of the United States signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") which provides for widespread reform of the U.S. financial industry. At over 2,300 pages in length, the Act will affect every financial institution in the United States and many financial institutions, including the Bank, that operate outside the United States. The Act makes significant changes in areas such as banking and bank supervision and the resolution of systemically important financial companies, consumer protection, securities, derivatives, and executive compensation, among others. The Act also calls for a large number of regulatory rulemaking projects, as well as numerous studies and on-going reports as part of its implementation. Accordingly, while the Act will have an effect on the business of the Bank, especially its business operations in the United States, the full impact on the Bank will not be known until such time as the implementing regulations are released.

      Other regulatory changes include the amendments to Regulation E, or the Electronic Funds Transfer Act, which prohibits financial institutions from charging fees to consumers for paying automated teller machine and point of sale transactions that result in an overdraft, and the Credit Card Act, which will, among other things, significantly restrict the Bank's ability to charge interest rates and assess fees to reflect individual customer risk. For more detail on the expectations regarding the impact of Regulation E, see the U.S. Personal and Commercial Banking segment disclosure in the "How Our Businesses Performed" section of this report.

      The Bank continues to monitor closely these and other legislative developments and analyze the impact such regulatory and legislative changes may have on its businesses.

      HOW OUR BUSINESSES PERFORMED

      For management reporting purposes, the Bank's operations and activities are organized around four key business segments operating in a number of locations in key financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trust and TD Insurance; Wealth Management, including TD Waterhouse and an investment in TD Ameritrade; U.S. Personal and Commercial Banking including TD Bank, America's Most Convenient Bank; and Wholesale Banking, including TD Securities. The Bank's other activities are grouped into the Corporate segment.

      Results of each business segment reflect revenue, expenses, assets, and liabilities generated by the businesses in that segment. The Bank measures and evaluates the performance of each segment based on adjusted results where applicable, and for those segments the Bank notes that the measure is adjusted. Amortization of intangible expenses is included in the Corporate segment. Accordingly, net income for the operating business segments is presented before amortization of intangibles, as well as any other items of note not attributed to the operating segments. For further details, see the "How the Bank Reports" section, the "Business Focus" section in the 2009 Annual Report, and Note 34 to the 2009 Consolidated Financial Statements. For information concerning the Bank's measures of economic profit and return on invested capital, which are non-GAAP financial measures, see the "How We Performed" section.

      Net interest income within Wholesale Banking is calculated on a taxable equivalent basis (TEB), which means that the value of non-taxable or tax-exempt income, including dividends, is adjusted to its equivalent before-tax value. Using TEB allows the Bank to measure income from all securities and loans consistently and makes for a more meaningful comparison of net interest income with similar institutions. The TEB increase to net interest income and provision for income taxes reflected in Wholesale Banking results is reversed in the Corporate segment. The TEB adjustment for the quarter was $92 million, compared with $62 million in the third quarter last year, and $110 million in the prior quarter. On a year-to-date basis, the TEB adjustment was $298 million, compared with $350 million in the same period last year.

      The Bank securitizes retail loans and receivables, and records a gain or loss on sale, including the recognition of an asset related to retained interests. Credit losses incurred on retained interests after securitization are recorded as a charge to non-interest income in the Bank's Interim Consolidated Financial Statements. For segment reporting, PCL related to securitized volumes is included in Canadian Personal and Commercial Banking but is reversed in the Corporate segment and reclassified as a charge to non-interest income to comply with GAAP.

          Canadian Personal and Commercial Banking
          -------------------------------------------------------------------------
          (millions of Canadian                                       For the nine
           dollars, except          For the three months ended        months ended
           as noted)              -------------------------------------------------
                                   July 31,  Apr. 30,  July 31,  July 31,  July 31,
                                      2010      2010      2009      2010      2009
          -------------------------------------------------------------------------
          Net interest income     $  1,819  $  1,717  $  1,650  $  5,280  $  4,680
          Non-interest income          827       801       797     2,423     2,335
          -------------------------------------------------------------------------
          Total revenue              2,646     2,518     2,447     7,703     7,015
          Provision for credit
           losses                      236       256       290       807       842
          Non-interest expenses      1,222     1,187     1,170     3,603     3,499
          Net income                   841       761       677     2,322     1,850
          -------------------------------------------------------------------------
          Selected volumes and
           ratios
          Return on invested
           capital                   35.5%     33.7%     30.5%     33.5%     28.5%
          Margin on average
           earning assets
           (including
           securitized assets)       2.92%     2.92%     2.96%     2.92%     2.91%
          Efficiency ratio           46.2%     47.1%     47.8%     46.8%     49.9%
          Number of Canadian
           retail stores             1,116     1,115     1,113     1,116     1,113
          Average number of
           full-time equivalent
           staff                    34,573    33,726    32,746    33,860    32,606
          -------------------------------------------------------------------------
      
      
          Quarterly comparison - Q3 2010 vs. Q3 2009
          ------------------------------------------
      

      Canadian Personal and Commercial Banking net income for the quarter was $841 million, an increase of $164 million, or 24%, compared with the third quarter last year. The annualized return on invested capital for the quarter was 35.5%, compared with 30.5% in the third quarter last year.

      Canadian Personal and Commercial Banking revenue is derived from personal banking, business banking, and insurance. Revenue for the quarter was $2,646 million, an increase of $199 million, or 8%, compared with the third quarter last year primarily due to strong volume growth, primarily in real estate secured lending, business deposits, and insurance. Compared with the third quarter last year, real estate secured lending volume, including securitized assets, increased $20 billion, or 12%, while consumer loan volume increased $3.9 billion, or 13%. Business loans and acceptances volume increased $1.5 billion, or 5%. Personal deposit volume increased $5.3 billion, or 4%, while business deposit volume increased $6.9 billion, or 14%. Gross originated insurance premiums increased $98 million, or 12%, compared to the third quarter last year. Margin on average earning assets decreased by 4 bps to 2.92% compared with the third quarter last year as higher margins in real estate secured lending were offset by margin compression in deposits.

      PCL for the quarter was $236 million, a decrease of $54 million, or 19%, compared with the third quarter last year. Personal banking PCL was $222 million, a decrease of $46 million, or 17%, mainly due to better credit conditions resulting from an improving economic and employment environment. Business banking PCL was $14 million, a decrease of $8 million, or 36%. Annualized PCL as a percentage of credit volume was 0.37%, a decrease of 14 bps, compared with the third quarter last year. Net impaired loans, including the U.S. credit card business, were $525 million, a decrease of $9 million, or 2%, over the third quarter last year. Net impaired loans in Commercial Banking remain at relatively low levels largely due to active management. Net impaired loans as a percentage of total loans were 0.82%, compared with 0.92% as at July 31, 2009.

      Non-interest expenses for the quarter were $1,222 million, an increase of $52 million, or 4%, compared with the third quarter last year, primarily due to higher employee compensation and project-related costs.

      The average full-time equivalent (FTE) staffing levels increased by 1,827, or 6%, compared with the third quarter last year reflecting continued investment in our businesses. The efficiency ratio for the quarter improved to 46.2%, compared with 47.8% in the third quarter last year.

          Quarterly comparison - Q3 2010 vs. Q2 2010
          ------------------------------------------
      

      Canadian Personal and Commercial Banking net income for the quarter increased $80 million, or 11%, compared with the prior quarter. The annualized return on invested capital for the quarter was 35.5%, compared with 33.7% in the prior quarter.

      Revenue for the quarter increased $128 million, or 5%, compared with the prior quarter mainly due to strong volume in real estate secured lending and personal deposits, and more calendar days in the current quarter. Margin on average earning assets was 2.92%, consistent with last quarter. Compared with the prior quarter, real estate secured lending volume, including securitized assets, increased $4.6 billion, or 3%, consumer loan volume increased $1.2 billion, or 4%, while business loans and acceptances increased $0.4 billion, or 1%. Personal deposit volume increased $3.4 billion, or 3%, while business deposit volume increased $2.1 billion, or 4%. Gross originated insurance premiums increased $108 million, or 14%.

      PCL for the quarter decreased $20 million, or 8%. Personal banking PCL decreased $8 million, or 4% and business banking PCL decreased $12 million, or 47%. Net impaired loans increased $20 million, or 4%, compared to the prior quarter largely from lower provisions. Net impaired loans as a percentage of total loans were 0.82%, compared with 0.81% as at April 30, 2010.

      Non-interest expenses for the quarter increased $35 million, or 3%, compared with the prior quarter due to higher employee compensation.

      The average FTE staffing levels increased by 847, or 3%. The efficiency ratio for the current quarter improved to 46.2%, compared with 47.1% in the prior quarter.

          Year-to-date comparison - Q3 2010 vs. Q3 2009
          ---------------------------------------------
      

      Canadian Personal and Commercial Banking net income for the nine months ended July 31, 2010 was $2,322 million, an increase of $472 million, or 26%, compared with the same period last year. On a year-to-date basis, the annualized return on invested capital was 33.5%, compared with 28.5% for the same period last year.

      Revenue on a year-to-date basis was $7,703 million, an increase of $688 million, or 10%, compared with the same period last year, mainly due to strong volume growth across most banking products. The margin on average earning assets on a year-to-date basis increased by one basis point to 2.92% compared with the same period last year due to higher margins in real estate secured lending, partially offset by margin compression in deposits due to the increasing interest rate environment. Volume growth was primarily in real estate secured lending, and in personal and business deposits. Real estate secured lending volume, including securitized assets, increased $24.6 billion, or 13%, while consumer loan volume increased $3.9 billion, or 14%. Business loans and acceptances volume increased $1.4 billion, or 5%. Personal deposit volume increased $4.9 billion, or 4%, while business deposit volume increased $6.7 billion, or 14%. Gross originated insurance premiums increased $238 million, or 11%.

      PCL on a year-to-date basis was $807 million, a decrease of $35 million, or 4%, compared with the same period last year. Personal banking PCL was $729 million, a decrease of $44 million, and business banking PCL was $78 million, an increase of $9 million, or 14%. Net impaired loans decreased $9 million, or 2%, compared with the same period last year.

      On a year-to-date basis, non-interest expenses were $3,603 million, an increase of $104 million, or 3%, compared with the same period last year, primarily due to higher employee compensation, project related expenditures, and non-credit losses, partially offset by lower litigation costs and capital taxes.

      The average FTE staffing levels on a year-to-date basis increased by 1,254, or 4%, compared with the same period last year. The efficiency ratio on a year-to-date basis improved to 46.8%, compared with 49.9% for the same period last year.

          Business Outlook
          ----------------
      

      While we continue to benefit from our leadership position in branch hours and the ongoing investment in our network, we expect earnings growth to moderate going forward into 2011. We also expect revenue growth to moderate as volume growth is expected to be lower across most products and a competitive pricing environment will continue to put margins under pressure. Credit losses on personal loans are expected to remain stable for the balance of the year. Strong underlying business growth combined with improving product margins will provide momentum in the insurance business through the balance of this year and into next year, however revenue remains somewhat vulnerable to rising claims costs. Expenses will continue to be managed prudently while continuing to focus on appropriate ongoing investments in our business and maintaining positive operating leverage.

          Wealth Management
          -------------------------------------------------------------------------
          (millions of Canadian                                       For the nine
           dollars, except          For the three months ended        months ended
           as noted)              -------------------------------------------------
                                   July 31,  Apr. 30,  July 31,  July 31,  July 31,
                                      2010      2010      2009      2010      2009
          -------------------------------------------------------------------------
          Net interest income     $     93  $     80  $     65  $    239  $    203
          Non-interest income          523       532       497     1,579     1,415
          -------------------------------------------------------------------------
          Total revenue                616       612       562     1,818     1,618
          Non-interest expenses        447       452       424     1,345     1,257
          Net income
          Global Wealth                117       111        95       329       248
          TD Ameritrade                 62        56        68       161       193
          -------------------------------------------------------------------------
          Total                        179       167       163       490       441
          -------------------------------------------------------------------------
          -------------------------------------------------------------------------
          Selected volumes and
           ratios - Global Wealth
          Assets under administration
           (billions of Canadian
           dollars)                    211       214       188       211       188
          Assets under management
           (billions of Canadian
           dollars)                    174       175       164       174       164
          Return on invested
           capital                   16.2%     15.5%     13.7%     14.8%     12.5%
          Efficiency ratio           72.6%     73.9%     75.4%     74.0%     77.7%
          Average number of
           full-time equivalent
           staff                     7,027     7,112     6,893     7,057     6,896
          -------------------------------------------------------------------------
      
      
          Quarterly comparison - Q3 2010 vs. Q3 2009
          ------------------------------------------
      

      Wealth Management net income for the quarter was $179 million, an increase of $16 million, or 10%, compared with the third quarter last year. Global Wealth net income, which excludes TD Ameritrade, was $117 million, an increase of $22 million, or 23%, compared with the third quarter last year, largely driven by increased fee revenue from higher client assets and increased net interest margin. The Bank's reported investment in TD Ameritrade generated net income for the quarter of $62 million, a decrease of $6 million, or 9%, compared with the third quarter last year. The decrease was due to the translation effect of a stronger Canadian dollar, partially offset by higher earnings at TD Ameritrade. For its third quarter ended June 30, 2010, TD Ameritrade reported net income of US$179 million, an increase of US$8 million, or 5%, compared with the third quarter last year. Wealth Management's annualized return on invested capital for the quarter was 16.2%, compared with 13.7% in the third quarter last year.

      Wealth Management revenue is derived from online brokerage, advice-based businesses, and asset management. Revenue for the quarter was $616 million, an increase of $54 million, or 10%, compared to the third quarter last year. The increase was primarily due to higher assets under administration and assets under management which drove strong fee based revenue growth in the advice-based and asset management businesses, the inclusion of U.K. acquisitions, and higher client margin loans and deposit balances combined with improved net interest margin. This increase was partially offset by reduced trading volumes in the online brokerage business combined with lower commissions per trade in Canada as active traders accounted for a higher proportion of trading volumes.

      Non-interest expenses for the quarter were $447 million, an increase of $23 million, or 5%, compared with the third quarter last year. This increase was primarily due to higher variable compensation and trailer fees driven by increased revenue from higher asset values in the advice-based and asset management businesses, higher investment to support business growth, and the inclusion of U.K. acquisitions. This increase was partially offset by reduced staffing levels in the U.S. wealth management businesses resulting from the winding down of the financial advisory business.

      The average FTE staffing levels increased by 134, or 2%, compared with the third quarter last year, primarily due to additional FTE staff related to the U.K. acquisitions, growth in client-facing FTE staff, and growth in support FTE for infrastructure, partially offset by a reduction of staff in the U.S. wealth management businesses. The efficiency ratio for the current quarter improved to 72.6%, compared with 75.4% in the third quarter last year.

      Assets under administration of $211 billion as at July 31, 2010, increased by $23 billion, or 12%, from July 31, 2009. Assets under management of $174 billion as at July 31, 2010 increased by $10 billion, or 6%, from July 31, 2009. These increases were driven by market appreciation and net new client assets.

          Quarterly comparison - Q3 2010 vs. Q2 2010
          ------------------------------------------
      

      Wealth Management net income for the quarter increased by $12 million, or 7%, compared with the prior quarter. Global Wealth net income increased by $6 million, or 5%, compared with the prior quarter mainly due to the increase in net interest margin, partially offset by lower trade volumes and commissions per trade in the Canadian online brokerage business. The Bank's reported investment in TD Ameritrade reflected an increase in net income of $6 million, or 11%, compared with the prior quarter due to higher earnings at TD Ameritrade. For its third quarter ended June 30, 2010, TD Ameritrade reported net income increased US$16 million, or 10%, compared with the prior quarter. Wealth Management's annualized return on invested capital for the quarter was 16.2%, compared with 15.5% in the prior quarter.

      Revenue for the quarter increased $4 million compared with the prior quarter, primarily due to increased revenue from higher margin loans and deposit balances and improved net interest margin. This increase was partially offset by lower trade volumes and commissions per trade in the Canadian online brokerage business and lower fee based revenue in advice-based businesses.

      Non-interest expenses decreased $5 million compared to the prior quarter, due to lower volume related costs and reduced expenses in the U.S. wealth management businesses.

      The average FTE staffing levels decreased by 85 compared with the prior quarter, reflecting reduced business volumes and reduction of staff in the U.S. wealth management businesses, partially offset by increased client-facing FTE staff and additional FTE staff required to support investments. The efficiency ratio for the current quarter improved to 72.6%, compared with 73.9% in the prior quarter.

      Assets under administration as at July 31, 2010 decreased $3 billion from April 30, 2010. Assets under management as at July 31, 2010 decreased $1 billion from April 30, 2010. The decrease in the assets was due to the negative market impact on asset values, partially offset by an increase in net new client assets.

          Year-to-date comparison - Q3 2010 vs. Q3 2009
          ---------------------------------------------
      

      Wealth Management net income for the nine months ended July 31, 2010 was $490 million, an increase of $49 million, or 11%, compared with the same period last year. Global Wealth net income was $329 million, an increase of $81 million, or 33%, compared with the same period last year, mainly due to higher fees from increased average client assets and increased net interest margin. The Bank's reported investment in TD Ameritrade generated $161 million of net income, a decrease of $32 million, or 17%, compared with the same period last year. The decrease was driven by the translation effect of a stronger Canadian dollar and slightly lower earnings in TD Ameritrade. For its nine months ended June 30, 2010, TD Ameritrade reported net income was US$478 million, a decrease of US$9 million, or 2%, compared with the same period last year. On a year-to-date basis, Wealth Management's annualized return on invested capital was 14.8%, compared with 12.5% in the same period last year.

      Revenue on a year-to-date basis was $1,818 million, an increase of $200 million, or 12%, compared with the same period last year. The increase was primarily due to increased fee based revenue from higher average client assets in the advice-based and asset management businesses, higher interest revenue from improved margins in the Canadian businesses, increased trading volumes, and the inclusion of U.K. acquisitions. These increases were partially offset by a decline in commissions per trade in the online brokerage business as a result of higher trading frequency by active traders.

      On a year-to-date basis, non-interest expenses were $1,345 million, an increase of $88 million, or 7%, compared with the same period last year. This increase was the result of higher variable compensation associated with the increased fee based revenue earned on higher client assets, increased trailer fees related to higher revenue from increased assets under management, the inclusion of U.K. acquisitions, higher investment to support business growth, and higher compensation costs associated with increased FTE staffing levels. These expense increases were partially offset by reduced expenses in the U.S. wealth management businesses.

      The average FTE staffing levels on a year-to-date basis increased by 161, or 2%, compared with the same period last year, primarily due to additional FTE staff related to the U.K. acquisitions, an increase in Canadian client-facing FTE staff, and higher FTE staff related to business volumes. These increases were partially offset by reduced FTE staff in the U.S. wealth management businesses due to winding down of the financial advisory business. The efficiency ratio on a year-to-date basis improved to 74.0%, compared with 77.7% in the same period last year.

          Business Outlook
          ----------------
      

      The outlook for the remainder of the year and into 2011 remains cautiously optimistic and is dependent on a gradual rise in interest rates and stability in equity markets. Investment in the business will continue at its current pace to ensure future growth.

          U.S. Personal and Commercial Banking
          -------------------------------------------------------------------------
                                                        For the three months ended
                        -----------------------------------------------------------
          (millions of              Canadian dollars                  U.S. dollars
           dollars,     -----------------------------------------------------------
           except        July 31,  Apr. 30,  July 31,  July 31,  Apr. 30,  July 31,
           as noted)        2010      2010    2009(1)     2010      2010    2009(1)
          -------------------------------------------------------------------------
          Net interest
           income       $    909  $    879  $    873  $    874  $    856  $    771
          Non-interest
           income            314       294       263       302       289       232
          -------------------------------------------------------------------------
          Total revenue    1,223     1,173     1,136     1,176     1,145     1,003
          Provision for
           credit losses
           - loans           132       159       183       127       154       163
          Provision for
           credit losses
           - debt
           securities
           classified
           as loans           (1)        9         -        (1)        8         -
          -------------------------------------------------------------------------
          Provision for
           credit losses
           - total           131       168       183       126       162       163
          Non-interest
           expenses
           - reported        724       677       783       696       659       691
          Non-interest
           expenses
           - adjusted        716       677       673       688       659       594
          Net income
           - reported        282       245       172       271       241       151
          Net income
           - adjusted        287       245       242       276       241       213
          -------------------------------------------------------------------------
          Selected volumes
           and ratios
          Return on
           invested
           capital          6.4%      5.6%      5.0%      6.4%      5.6%      5.0%
          Margin on
           average
           earning
           assets (TEB)    3.47%     3.59%     3.40%     3.47%     3.59%     3.40%
          Efficiency
           ratio
           - reported      59.2%     57.7%     68.9%     59.2%     57.7%     68.9%
          Efficiency
           ratio
           - adjusted      58.5%     57.7%     59.2%     58.5%     57.7%     59.2%
          Number of U.S.
           retail stores   1,100     1,114     1,023     1,100     1,114     1,023
          Average number
           of full-time
           equivalent
           staff          20,181    19,387    19,637    20,181    19,387    19,637
          -------------------------------------------------------------------------
      
      
          -------------------------------------------------------------------------
                                                         For the nine months ended
                                            ---------------------------------------
                                              Canadian dollars        U.S. dollars
                                            ---------------------------------------
                                             July 31,  July 31,  July 31,  July 31,
                                                2010    2009(1)     2010    2009(1)
          -------------------------------------------------------------------------
          Net interest income               $  2,617  $  2,767  $  2,518  $  2,312
          Non-interest income                    923       844       890       705
          -------------------------------------------------------------------------
          Total revenue                        3,540     3,611     3,408     3,017
          Provision for credit losses
           - loans                               483       523       463       439
          Provision for credit losses - debt
           securities classified as loans         17       209        16       170
          -------------------------------------------------------------------------
          Provision for credit losses
           - total                               500       732       479       609
          Non-interest expenses - reported     2,147     2,407     2,064     2,012
          Non-interest expenses - adjusted     2,067     2,116     1,988     1,767
          Net income - reported                  708       511       684       428
          Net income - adjusted                  759       698       733       585
          -------------------------------------------------------------------------
          Selected volumes and ratios
          Return on invested capital            5.7%      4.5%      5.7%      4.5%
          Margin on average earning
           assets (TEB)                        3.49%     3.53%     3.49%     3.53%
          Efficiency ratio - reported          60.6%     66.7%     60.6%     66.7%
          Efficiency ratio - adjusted          58.4%     58.6%     58.4%     58.6%
          Number of U.S. retail stores         1,100     1,023     1,100     1,023
          Average number of full-time
           equivalent staff                   19,564    19,713    19,564    19,713
          -------------------------------------------------------------------------
          (1) Certain comparative amounts are presented after adjustments resulting
              from adoption of the 2009 financial instruments amendments, as
              described in Note 1 to the Interim Consolidated Financial Statements.
      
      
          Quarterly comparison - Q3 2010 vs. Q3 2009
          ------------------------------------------
      

      U.S. Personal and Commercial Banking net income, in Canadian dollar terms, for the quarter was $282 million on a reported basis, an increase of $110 million, or 64%, and $287 million on an adjusted basis, an increase of $45 million, or 19%, compared with the third quarter last year. The strengthening of the Canadian dollar against the U.S. dollar decreased the reported and adjusted net income by $24 million and $25 million, respectively, for the current quarter. The annualized return on invested capital for the quarter was 6.4%, compared with 5.0% in the third quarter last year.

      In U.S. dollar terms, revenue for the quarter was US$1,176 million, an increase of US$173 million, or 17%, compared with the third quarter last year. The increase was primarily due to broad based growth across all businesses and categories including strong retail fee growth due to a new pricing structure implemented post Commerce integration and the Riverside acquisition. Fees resulting from the combined deposit fee structure are expected to decline in the fourth quarter of the current year as a result of Regulation E. Margin on average earning assets increased by 7 bps to 3.47% compared with the third quarter last year, primarily due to expanded loan margins. Average loans increased US$4.2 billion, or 8%, with average personal loans increasing US$3.2 billion, or 18%, primarily due to a $2.5 billion increase in residential mortgages, and average business loans increasing US$1.0 billion, or 3%. Average deposits increased US$24.6 billion, or 24%, which included a US$17.7 billion increase in TD Ameritrade insured deposit accounts (IDA) (formerly known as money market deposit accounts). Average deposit volume, excluding the impact of the TD Ameritrade IDAs, increased US$6.9 billion, or 9%. Business deposit volumes (excluding government) increased US$3.5 billion, or 14%, government deposit volumes decreased US$1.2 billion, or 9%, and personal deposit volumes increased US$4.6 billion, or 11%.

      Total PCL for the quarter was US$126 million, a decrease of US$37 million, or 23%, compared with the third quarter last year. PCL for loans for the quarter was US$127 million, a decrease of US$36 million, or 22%, compared with the third quarter last year. Annualized PCL for loans as a percentage of credit volume was 0.89%, a decrease of 34 bps compared with the third quarter last year. Net impaired loans includes assets originated by U.S. Personal and Commercial Banking, as well as assets acquired under an FDIC loss sharing agreement ("covered assets") that substantially reduce the risk of credit losses to the Bank. Net impaired loans, excluding debt securities classified as loans that are impaired and covered assets, were US$1,046 million, an increase of US$358 million, or 52%, compared with the third quarter last year. The increase was largely due to net new formations resulting from weakness in the commercial real estate market in the U.S. and the impact of the recession. Net impaired loans, excluding debt securities classified as loans and covered assets, as a percentage of total loans were 1.8%, compared with 1.3% as at July 31, 2009. Net impaired debt securities classified as loans were US$966 million at July 31, 2010. Covered impaired loans were US$40 million at July 31, 2010.

      Reported non-interest expenses for the quarter were US$696 million, an increase of $5 million, compared with the third quarter last year. On an adjusted basis, non-interest expenses for the quarter were US$688 million, an increase of US$94 million, or 16%, primarily due to new store expenses, compensation, and other operating expenses associated with Riverside National Bank, Regulation E implementation costs, investments in infrastructure, and advertising campaigns, partially offset by Commerce integration synergies.

      The average FTE staffing levels increased by 544, or 3%, compared with the third quarter last year. This increase resulted from the acquisitions in Florida and 34 new store openings since the third quarter last year, partially offset by integration efforts and store consolidations. The reported efficiency ratio for the quarter improved to 59.2%, compared with 68.9% in the third quarter last year. The adjusted efficiency ratio for the quarter improved to 58.5%, compared with 59.2% in the prior year.

          Quarterly comparison - Q3 2010 vs. Q2 2010
          ------------------------------------------
      

      U.S. Personal and Commercial Banking net income, in Canadian dollar terms, for the quarter increased $37 million, or 15%, on a reported basis and $42 million, or 17%, on an adjusted basis, compared to the prior quarter. The annualized return on invested capital for the quarter was 6.4%, compared with 5.6% in the prior quarter.

      In U.S. dollar terms, revenue for the quarter increased US$31 million, or 3%, compared with the prior quarter, primarily due to higher product volumes partially offset by lower prepayment speed on loans and securities. Margin on average earning assets decreased by 12 bps to 3.47% compared with the prior quarter, primarily due lower prepayment speed on loans and securities. Spreads on deposits and loans remained stable. Average loans increased US$2.8 billion, or 5%, compared with the prior quarter with average business loans increasing US$1.5 billion, or 4%, and average personal loans increasing US$1.3 billion, or 7%. Average deposits increased US$4.1 billion, or 3%, compared with the prior quarter, including a US$1.5 billion increase in average deposits of TD Ameritrade IDAs. Average deposit volume excluding the impact of the TD Ameritrade IDAs increased US$2.6 billion, or 3%, with 4% growth in business deposit volume (excluding government), 8% decline in government deposits, and 6% growth in personal deposit volume.

      Total PCL for the quarter decreased US$36 million, or 22%. PCL for loans decreased US$27 million, or 18%, compared with the prior quarter. Annualized PCL for loans as a percentage of credit volume was 0.89%, a decrease of 28 bps compared with the prior quarter. Net impaired loans, excluding debt securities classified as loans that are impaired and covered assets, were US$1,046 million, an increase of US$46 million, or 5%, compared with the prior quarter. The increase was largely due to new formations and lower levels of charge-offs. Net impaired loans, excluding debt securities classified as loans and covered assets, as a percentage of total loans were 1.8%, in line with the last quarter. Net impaired debt securities classified as loans were US$966 million, and increase of US$264MM, or 38%, compared with the prior quarter. The timing of impairment is dependent on the performance of the underlying collateral. The quarter over quarter increase is in line with management's expectations. PCL for debt securities classified as loans decreased US$9 million compared with the prior quarter.

      Reported non-interest expenses for the quarter increased US$37 million, or 6%, compared with the prior quarter. On an adjusted basis, non-interest expenses for the quarter increased US$29 million, or 4%, due primarily to the Riverside acquisition, costs associated with the implementation of Regulation E, and investments in infrastructure and new stores.

      The average FTE staffing levels increased by 794, or 4%, compared with the prior quarter driven primarily by the acquisitions in Florida and investments in new stores. The reported efficiency ratio for the quarter worsened to 59.2%, compared with 57.7% in the prior quarter. The adjusted efficiency ratio for the quarter worsened to 58.5%, compared with 57.7% in the prior quarter.

          Year-to-date comparison - Q3 2010 vs. Q3 2009
          ---------------------------------------------
      

      U.S. Personal and Commercial Banking reported net income, in Canadian dollar terms, for the nine months ended July 31, 2010 was $708 million, an increase of $197 million, or 39%, compared with the same period last year. Adjusted net income for the nine months ended July 31, 2010 was $759 million, an increase of $61 million, or 9%. While reported and adjusted net income increased compared with the same period last year, the strengthening of the Canadian dollar against the U.S. dollar decreased the reported and adjusted net income for the current period by $107 million and $115 million, respectively. In U.S. dollar terms, year-to-date adjusted net income was US$733 million, an increase of US$148 million, or 25%. On a year-to-date basis, the annualized return on invested capital was 5.7%, compared with 4.5% for the same period last year.

      In U.S. dollar terms, revenue on a year-to-date basis was US$3,408 million, an increase of US$391 million, or 13%, compared with the same period last year, primarily due to higher fee based revenue, resulting in part from a combined deposit fee structure introduced in connection with the Commerce conversion, improved product spreads, and overall deposit and loan growth, partially offset by lower prepayment speed on loans and securities. Fees resulting from the combined deposit fee structure are expected to decline as a result of new regulations which take effect later this year. The margin on average earning assets on a year-to-date basis decreased by 4 bps to 3.49% when compared with the same period last year, due to lower prepayment speed on loans and securities, partially offset by improved product spreads.

      Total PCL on a year-to-date basis was US$479 million, a decrease of US$130 million, or 21%, compared with the same period last year. PCL for loans was US$463 million, an increase of US$24 million, or 5%, compared to the same period last year, primarily due to higher levels of charge-offs and reserve increases resulting from the economic recession in the U.S. Annualized PCL for loans as a percentage of credit volume was 1.13%, a decrease of 2 bps compared with the same period last year. PCL for debt securities classified as loans was US$16 million, a decrease of $154 million, or 91%, compared with the same period last year as adequate reserves were established last year.

      Reported non-interest expenses on a year-to-date basis were US$2,064 million, an increase of US$52 million, or 3%, compared with the same period last year. On an adjusted basis, excluding the item of note for integration charges related to the Commerce and the FDIC-assisted acquisitions, non-interest expenses were US$1,988 million, an increase of US$221 million, or 13%, largely due to new store expenses, increased FDIC premiums, higher levels of asset recovery and security related expenses.

      The average FTE staffing levels on a year-to-date basis decreased by 149, compared with the same period last year. This decrease was due to integration efforts and store consolidations, partially offset by FTE staff increases resulting from 34 new store openings since the third quarter last year and the FDIC-assisted acquisitions in the current period. The reported efficiency ratio on a year-to-date basis improved to 60.6%, compared with 66.7% in the same period last year, whereas, the adjusted efficiency ratio remained relatively flat compared with the same period last year.

      On April 16, 2010, TD Bank acquired certain assets and assumed liabilities of three Florida banks in FDIC-assisted transactions. On May 17, 2010, the Bank announced that it had signed a definitive agreement with The South Financial Group, Inc. (South Financial) for the Bank to acquire 100% of the outstanding common shares of South Financial for approximately $61 million in cash or the Bank's common stock. In addition, immediately prior to completion of the transaction, the United States Department of the Treasury will sell to the Bank its South Financial preferred stock and the associated warrant acquired under the Treasury's Capital Purchase Program and discharge all accrued but unpaid dividends on that stock for total cash consideration of approximately $131 million. The transaction is subject to approval by the shareholders of South Financial and certain remaining regulatory authorities. The Federal Reserve Board of Governors approved the transaction on July 22, 2010. The shareholders' meeting will be held on September 28, 2010, and assuming the necessary approvals are in place, the transaction is expected to close shortly thereafter.

          Business Outlook
          ----------------
      

      We expect continued volume growth for the remainder of 2010. Organic deposit growth momentum is expected to continue due to maturing stores, while an amendment to Regulation E, or the Electronic Funds Transfer Act, in the U.S. is expected, taking into consideration mitigation strategies, to reduce revenue by approximately US$40-50 million per quarter starting in Q4 2010. The amendment of Regulation E prohibits financial institutions from charging fees to consumers for paying automated teller machine and point of sale transactions that result in an overdraft.

      For the remainder of the year, the PCL level is expected to improve from current levels. Key drivers of performance for the remainder of 2010 are anticipated to be core deposit and loan growth, credit quality management, and competitive pricing.

          Wholesale Banking
          -------------------------------------------------------------------------
          (millions of Canadian                                       For the nine
           dollars, except          For the three months ended        months ended
           as noted)              -------------------------------------------------
                                   July 31,  Apr. 30,  July 31,  July 31,  July 31,
                                      2010      2010      2009      2010      2009
          -------------------------------------------------------------------------
          Net interest income
           (TEB)                  $    430  $    456  $    527  $  1,399  $  1,909
          Non-interest income          146       252       349       798       426
          -------------------------------------------------------------------------
          Total revenue                576       708       876     2,197     2,335
          Provision for credit
           losses                      (16)       10        32         2       157
          Non-interest expenses        323       372       326     1,071     1,070
          Net income                   179       220       327       771       765
          -------------------------------------------------------------------------
          Selected volumes and
           ratios
          Risk-weighted assets
           (billions of
           Canadian dollars)            32        32        36        32        36
          Return on invested
           capital                   22.7%     29.0%     40.2%     32.5%     25.6%
          Efficiency ratio
           - reported                56.1%     52.5%     37.2%     48.7%     45.8%
          Average number of
           full-time equivalent
           staff                     3,291     3,110     3,035     3,165     3,029
          -------------------------------------------------------------------------
      
      
          Quarterly comparison - Q3 2010 vs. Q3 2009
          ------------------------------------------
      

      Wholesale Banking net income for the quarter was $179 million, a decrease of $148 million, or 45%, compared with the third quarter last year. The decrease was due to lower fixed income, credit, and currency trading, partially offset by improved equity trading and investment portfolio results. In the third quarter last year, results were very strong as financial markets staged a dramatic recovery resulting in improved asset values and market liquidity. The difficult operating environment in the current quarter contrasted with very favourable markets in the same quarter last year. Uncertainty in the market and credit concerns caused a decline in risk appetite, which resulted in widening credit spreads and fewer trading opportunities. The annualized return on invested capital for the quarter was 22.7%, compared with 40.2% in the third quarter last year and is reflective of a more normalized rate of return.

      Wholesale Banking revenue is derived primarily from capital markets and corporate lending. Revenue for the quarter was $576 million, a decrease of $300 million, or 34%, compared with the third quarter last year. In the prior year, market conditions were favourable as the recovery of financial markets coupled with an improved competitive position resulted in a rally in credit spreads, improved asset values, increased client flow, and wider bid-offer margins. This resulted in strong, broad-based performance with particularly strong results in fixed income, credit, and currency trading. Underwriting fees also decreased relative to last year when improved capital markets increased client issuance activity. Partially offsetting these decreases were realized gains and distributions in the investment portfolio, compared to net security losses in the third quarter last year.

      PCL is composed of specific provisions for credit losses and accrual costs for credit protection net of recoveries of previously recorded provisions. The net recovery for the quarter was $16 million, compared with PCL of $32 million in the third quarter last year. Recoveries in the current quarter of previously recorded provisions were partially offset by the cost of Credit Default Swap (CDS) protection. In the third quarter last year, PCL included a specific allowance of $21 million in addition to CDS protection costs. Net impaired loans were $63 million, a decrease of $70 million, or 53%, over the third quarter last year.

      Non-interest expenses for the quarter were $323 million, a decrease of $3 million, or 1%, compared with the third quarter last year, primarily due to lower variable compensation, partially offset by higher operating costs resulting from investment in risk and control infrastructure.

          Quarterly comparison - Q3 2010 vs. Q2 2010
          ------------------------------------------
      

      Wholesale Banking net income for the quarter decreased $41 million, or 19%, compared with the prior quarter, primarily due to increased uncertainty in global markets resulting in reduced trading flows, reduced issuance activity, and lower equity trading revenue. The annualized return on invested capital for the quarter was 22.7%, compared with 29.0% in the prior quarter.

      Revenue for the quarter decreased $132 million, or 19%, compared with the prior quarter, primarily due to reduced trading revenue in the fixed income and credit businesses. Credit spreads widened in the current quarter as demand for risk assets decreased resulting in lower asset values and reduced client activity. Equity trading activity also declined as did equity issuance. In addition, in the prior quarter there was higher revenue related to the exit of non-core positions.

      PCL for the quarter decreased $26 million compared with the prior quarter due to recoveries in the current quarter. PCL for the current quarter included $8 million for the cost of credit protection compared with $9 million in the prior quarter. In the current quarter, these costs were more than offset by recoveries on specific corporate loans. Net impaired loans decreased $71 million, or 53%, compared with the prior quarter.

      Non-interest expenses for the quarter decreased $49 million, or 13%, compared with the prior quarter due to lower variable compensation as a result of decreased trading revenue.

          Year-to-date comparison - Q3 2010 vs. Q3 2009
          ---------------------------------------------
      

      Wholesale Banking net income for the nine months ended July 31, 2010 was $771 million, an increase of $6 million, compared with the same period last year. The increase is primarily due to modest securities gains in the current year, compared to losses from divestitures and write-downs in the investment portfolio last year. On a year-to-date basis, the annualized return on invested capital was 32.5%, compared with 25.6% for the same period last year. Offsetting the improvement were lower trading revenue in the first three quarters of the current year and a recovery from a cancelled loan commitment that was recorded in the prior year.

      Revenue on a year-to-date basis was $2,197 million, a decrease of $138 million, or 6%, compared with the same period last year, primarily due to lower fixed income and currency trading, partially offset by security gains in the current year relative to significant losses in the investment portfolio last year. In the prior year, dramatic rate cuts, elevated volatility, and wider bid-offer spreads resulted in a buoyant environment for fixed income and currency trading. In addition, underwriting fees were elevated driven by an increase in issuance levels as clients reinforced their balance sheets. Results last year also included a recovery from the cancellation of a loan commitment. In the current year, corporate lending revenue increased driven by the portfolio re-pricing at higher spreads.

      PCL on a year-to-date basis was $2 million, an improvement of $155 million, or 99%, compared with last year. PCL in the current year is mainly composed of the accrual cost of CDS protection, partially offset by recoveries on corporate credits. Specific provisions last year were driven by specific allowances relating to three corporate lending clients and a private equity client.

      Non-interest expenses on a year-to-date basis were $1,071 million, in line with the same period last year. This includes higher operating costs from investment in risk and control infrastructure offset by lower variable compensation.

          Business Outlook
          ----------------
      

      Wholesale Banking delivered a solid quarter amidst more challenging market conditions. We expect market conditions to remain challenging in the short term as credit remains a concern and issuance activity levels remain low. Conditions in the fourth quarter of 2010 will not compare to the exceptional markets that arose in the fourth quarter of 2009 as markets rebounded from the financial crisis; however, we are well positioned to take advantage of improved market activity having added investment banking capability, and we continue to expand our North American fixed income, currencies, and commodities businesses.

          Corporate
          -------------------------------------------------------------------------
          (millions of Canadian                                       For the nine
           dollars)                 For the three months ended        months ended
                                  -------------------------------------------------
                                   July 31,  Apr. 30,  July 31,  July 31,  July 31,
                                      2010      2010      2009      2010      2009
          -------------------------------------------------------------------------
          Corporate segment net
           loss - reported        $   (304) $   (217) $   (427) $   (641) $ (1,457)
          -------------------------------------------------------------------------
          Adjustments for items
           of note, net of
           income taxes(1)
          Amortization of
           intangibles                 117       123       122       352       376
          Decrease (increase)
           in fair value of
           derivatives hedging
           the reclassified
           available-for-sale
           securities portfolio         14       (23)       43       (13)      377
          Decrease (increase) in
           fair value of credit
           default swaps hedging
           the corporate loan
           book, net of provision
           for credit losses            (9)        2        75         -       107
          Recovery of income
           taxes due to changes
           in statutory income
           tax rates                     -         -         -       (11)        -
          General allowance
           increase (release)
           in Canadian Personal
           and Commercial Banking
           and Wholesale Banking(2)      -       (44)       46       (44)      178
          Release of insurance
           claims                        -         -         -       (17)        -
          Settlement of TD
           Banknorth shareholder
           litigation                    -         -         -         -        39
          FDIC special assessment
           charge                        -         -        35         -        35
          -------------------------------------------------------------------------
          Total adjustments for
           items of note               122        58       321       267     1,112
          -------------------------------------------------------------------------
          Corporate segment net
           loss - adjusted        $   (182) $   (159) $   (106) $   (374) $   (345)
          -------------------------------------------------------------------------
          -------------------------------------------------------------------------
      
          Decomposition of items
           included in net loss
           - adjusted
          Net securitization      $    (17) $      2  $    (15) $    (20) $     (8)
          Net corporate expenses       (80)      (98)      (96)     (240)     (225)
          Other                        (85)      (63)        5      (114)     (112)
          -------------------------------------------------------------------------
          Corporate segment net
           loss - adjusted        $   (182) $   (159) $   (106) $   (374) $   (345)
          -------------------------------------------------------------------------
          -------------------------------------------------------------------------
          (1) For explanations of items of note, see the "Non-GAAP Financial
              Measures - Reconciliation of Adjusted to Reported Net Income" table
              in the "How We Perform" section of this MD&A.
          (2) Effective November 1, 2009, TD Financing Services (formerly VFC Inc.)
              aligned their loan loss methodology with that used for all other
              Canadian Personal and Commercial Banking retail loans; any general
              provisions resulting from the revised methodology are included in
              "General allowance increase (release) in Canadian Personal and
              Commercial Banking and Wholesale Banking."
      
          Adjusted results are non-GAAP. Refer to the "How the Bank Reports"
          section for an explanation and reconciliation of reported and adjusted
          results.
      
      
          Quarterly comparison - Q3 2010 vs. Q3 2009
          ------------------------------------------
      

      Corporate segment's reported net loss for the quarter was $304 million, compared with a reported net loss of $427 million in the third quarter last year. Adjusted net loss for the quarter was $182 million, compared with an adjusted net loss of $106 million. Compared with the third quarter last year, the higher adjusted net loss was primarily attributable to unfavourable tax-related items and losses associated with hedging and treasury activities, partially offset by lower net corporate expenses.

          Quarterly comparison - Q3 2010 vs. Q2 2010
          ------------------------------------------
      

      Corporate segment's reported net loss for the quarter was $304 million, compared with a reported net loss of $217 million in the prior quarter. Adjusted net loss for the quarter was $182 million, compared with an adjusted net loss of $159 million. The higher adjusted net loss was primarily attributable to an unfavourable tax-related item and securitization losses, partially offset by net income from other treasury activities and lower net corporate expenses.

          Year-to-date comparison - Q3 2010 vs. Q3 2009
          ---------------------------------------------
      

      Corporate segment's reported net loss for the nine months ended July 31, 2010 was $641 million, compared with a reported net loss of $1,457 million in the same period last year. Adjusted net loss for the nine months ended July 31, 2010 was $374 million, compared with an adjusted net loss of $345 million. The higher adjusted net loss was primarily attributable to securitization losses and higher net corporate expenses.

          Outlook
          -------
      

      This quarter's Corporate segment loss was higher than expected as a result of the factors outlined above. Corporate segment results are inherently difficult to predict. However, we expect the net loss to remain elevated for the fourth quarter, primarily due to increased net corporate expenses, the impact of the current low interest rate environment, and liquidity related items. Changes in methodologies are currently being considered for fiscal 2011, with a view to reducing the Corporate segment net loss through allocation to other segments.

          SHAREHOLDER AND INVESTOR INFORMATION
          -------------------------------------------------------------------------
      
          Shareholder Services
          -------------------------------------------------------------------------
      
          -------------------------------------------------------------------------
          If you:            And your inquiry relates to:     Please contact:
          -------------------------------------------------------------------------
          Are a registered   Missing dividends, lost share    Transfer Agent:
          shareholder (your  certificates, estate questions,  CIBC Mellon Trust
          name appears on    address changes to the share     Company
          your TD share      register, dividend bank account  P.O. Box 7010
          certificate)       changes, the dividend            Adelaide Street
                             reinvestment plan, to eliminate  Postal Station
                             duplicate mailings of            Toronto, Ontario
                             shareholder materials, or to     M5C 2W9
                             stop (and resume) receiving      416-643-5500
                             Annual and Quarterly Reports.    or toll-free at
                                                              1-800-387-0825
                                                        [email protected]
                                                              or www.cibcmellon.com
          -------------------------------------------------------------------------
          Hold your TD       Missing dividends, lost share    Co-Transfer Agent and
          shares through     certificates, estate questions,  Registrar:
          the Direct         address changes to the share     BNY Mellon Shareowner
          Registration       register, to eliminate           Services
          System in the      duplicate mailings of            P.O. Box 358015
          United States      shareholder materials, or to     Pittsburgh,
                             stop (and resume) receiving      Pennsylvania
                             Annual and Quarterly Reports.    15252-8015
                                                              or
                                                              480 Washington
                                                              Boulevard
                                                              Jersey City,
                                                              New Jersey 07310
                                                              1-866-233-4836
                                                              TDD for hearing
                                                              impaired:
                                                              1-800-231-5469
                                                              Foreign shareholders:
                                                              201-680-6578
                                                              TDD foreign
                                                              shareholders:
                                                              201-680-6610
                                                   www.bnymellon.com/shareowner/isd
          -------------------------------------------------------------------------
          Beneficially own   Your TD shares, including        Your intermediary
          TD shares that     questions regarding the
          are held in the    dividend reinvestment plan
          name of an         and mailings of shareholder
          intermediary,      materials
          such as a bank,
          a trust company,
          a securities
          broker or other
          nominee
          -------------------------------------------------------------------------
      

      For all other shareholder inquiries, please contact TD Shareholder Relations at 416-944-6367 or 1-866-756-8936 or email [email protected]. Please note that by leaving us an e-mail or voicemail message you are providing your consent for us to forward your inquiry to the appropriate party for response.

          General Information
          -------------------
          Contact Corporate & Public Affairs:
          416-982-8578
      
          Products and services: Contact TD Canada Trust, 24 hours a day, seven
          days a week:
          1-866-567-8888
          French: 1-866-233-2323
          Cantonese/Mandarin: 1-800-328-3698
          Telephone device for the deaf: 1-800-361-1180
      
          Internet website: http://www.td.com
          Internet e-mail: [email protected]
      
      
          Access to Quarterly Results Materials
          -------------------------------------
      

      Interested investors, the media and others may view this third quarter earnings news release, results slides, supplementary financial information, and the Report to Shareholders on the TDBFG website at www.td.com/investor/qr_2010.jsp.

          Quarterly Earnings Conference Call
          ----------------------------------
      

      TD Bank Financial Group will host an earnings conference call in Toronto, Ontario on September 2, 2010. The call will be webcast live via TDBFG's website at 3 p.m. ET. The call and webcast will feature presentations by TDBFG executives on the Bank's financial results for the third quarter, followed by a question-and-answer period with analysts. The presentation material referenced during the call will be available on the TDBFG website at http://www.td.com/investor/qr_2010.jsp on September 2, 2010, before 12 p.m. ET. A listen-only telephone line is available at 416-644-3414 or 1-877-974-0445 (toll free).

      The webcast and presentations will be archived at http://www.td.com/investor/qr_2010.jsp. Replay of the teleconference will be available from 6 p.m. ET on September 2, 2010, until October 4, 2010, by calling 416-640-1917 or 1-877-289-8525 (toll free). The passcode is 4342155 followed by the number sign.

      Annual Meeting

          Thursday, March 31, 2011
          Victoria Conference Centre
          Victoria, British Columbia
      

      About TD Bank Financial Group

      The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Financial Group (TDBFG or the Bank). TDBFG is the sixth largest bank in North America by branches and serves more than 18 million customers in four key businesses operating in a number of locations in key financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trust and TD Insurance; Wealth Management, including TD Waterhouse and an investment in TD Ameritrade; U.S. Personal and Commercial Banking, including TD Bank, America's Most Convenient Bank; and Wholesale Banking, including TD Securities. TDBFG also ranks among the world's leading online financial services firms, with more than 6 million online customers. TDBFG had $603 billion in assets on July 31, 2010. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

      SOURCE TD BANK FINANCIAL GROUP

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