March 29, 2022 

Mr. Mark Chauvin

President and Chief Executive Officer 

TD Group US Holdings LLC 

1701 Route 70 East 

Chery Hill, New Jersey 08034 

Dear Mr. Chauvin: 

TD Group US Holdings LLC (“TD Group”), Wilmington, Delaware, 

the U.S. intermediate holding company subsidiary of The Toronto-Dominion Bank 

(“TD Bank”), Toronto, Canada,1

 has requested the Board’s approval under the 

Board’s Regulation YY2

 of a contractual provision that must be included in a loan 

agreement between TD Bank and TD Group. 

The Board’s regulation regarding total loss-absorbing capacity (the 

“TLAC rule”)3

 requires the U.S. intermediate holding companies4 of foreign 

global systemically important banking organizations (“Covered IHCs”) to 

maintain outstanding a minimum amount of long-term debt that meets certain 

eligibility criteria (“eligible long-term debt”).5

 With respect to debt issued by a 

Covered IHC to its foreign affiliates, the eligible long-term debt must include a 

contractual provision that is approved by the Board and allows the Board to order 

1

 12 CFR 252.153. 

2

 12 CFR 252.161. 

3

 12 CFR 252.60-.65, 252.153, 252.160-.167. 

4

 The Board’s Regulation YY requires foreign banking organizations with 

$50 billion or more in total U.S. non-branch assets to form an intermediate holding 

company in the United States. 12 CFR 252.153(a).

5

 12 CFR 252.162. 
2

the conversion of the debt into common equity tier 1 capital (“conversion 

trigger”).6

The Deputy General Counsel, acting pursuant to authority delegated 

by the Board, has considered a number of factors in determining whether to grant 

the request by TD Group for approval of a conversion trigger. In particular, the 

Deputy General Counsel has considered: 

(1) Whether the conversion trigger includes any conditions for triggering

the conversion other than the issuance of an internal debt conversion order

by the Board;

(2) Whether the instruments governing the long-term debt and related

documents mitigate any impediments to the conversion of the long-term

debt into equity capital;

(3) Whether the conversion trigger provides for the conversion of the longterm debt into common equity tier 1 capital;

(4) Whether the conversion trigger requires the conversion of long-term

debt in the amount specified by the Board’s internal debt conversion order;

and

(5) Whether, upon conversion of long-term debt pursuant to the conversion

trigger, the converted long-term debt would no longer remain outstanding

as a liability of the Covered IHC.

TD Group has provided information to the Board addressing each of 

the factors noted above. Based on the relevant regulatory factors and on a review 

of the instrument governing the long-term debt, related documents, and other facts 

presented, the Deputy General Counsel, acting pursuant to authority delegated by 

the Board and after consultation with the Director of the Division of Supervision 

and Regulation, grants the request by TD Group for approval of the conversion 

trigger. This decision is based on the specific facts and representations in your 

6

 12 CFR 252.161. Under the Board’s regulations, the Board may issue an 

internal debt conversion order only after first determining that the Covered IHC is 

in “default or danger of default” and one of the following circumstances applies: 

(1) a foreign banking organization that controls the Covered IHC (or any

subsidiary of such entity) has been placed into resolution proceedings in its home

country; (2) the home country supervisor of the top-tier foreign banking

organization has consented or not promptly objected to the conversion of internal

long-term debt after notification by the Board; or (3) the Board has made a written

recommendation to the Secretary of the Treasury to put the Covered IHC into

Title II resolution proceedings. 12 CFR 252.163.
3

request and in communications with Board staff. Any change in these facts or 

representations should be communicated immediately to Board staff and could 

result in a different conclusion. This action is limited solely to granting approval 

of the conversion trigger. 

Very truly yours, 

Margaret McCloskey Shanks 

Deputy Secretary of the Board 

cc: Jonathan Brown, Officer 

 Federal Reserve Bank of Philadelphia 

Robert Quackenbush 

 TD Group US Holdings LLC 

Richard Taft 

 TD Group US Holdings LLC 

Margaret McCloskey Shanks (signed)