EX-4.1



 Exhibit 4.1 
  

 
  

THE TORONTO-DOMINION BANK 
 to

 COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as U.S. Trustee 

and 
 COMPUTERSHARE TRUST COMPANY
OF CANADA, as Canadian Trustee 
  
  

First Supplemental Indenture 

Dated as of September 15, 2016 

to 
 Indenture 

Dated as of September 15, 2016 

Subordinated Debt Securities 
  

 
 3.625%
Non-Viability Contingent Capital Subordinated Notes Due 2031 
  
  

 








					
	TABLE OF CONTENTS
			
	 	  	 	  	Page
	
	 ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION;

APPOINTMENT OF CANADIAN TRUSTEE

			
	Section 1.1	  	Relation to Base Indenture	  	1
			
	Section 1.2	  	Definitions	  	2
			
	Section 1.3	  	Conflict with Trust Indenture Act	  	6
			
	Section 1.4	  	Separability Clause	  	6
			
	Section 1.5	  	Effect of Headings and Table of Contents	  	6
			
	Section 1.6	  	Benefits of First Supplemental Indenture	  	6
			
	Section 1.7	  	Governing Law	  	7
	
	ARTICLE TWO
	THE NOTES
			
	Section 2.1	  	Designation and Principal Amount	  	7
			
	Section 2.2	  	Maturity	  	7
			
	Section 2.3	  	Form, Payment and Appointment	  	7
			
	Section 2.4	  	Global Note	  	8
			
	Section 2.5	  	Interest	  	8
			
	Section 2.6	  	Satisfaction and Discharge	  	8
			
	Section 2.7	  	No Sinking Fund	  	8
	
	ARTICLE THREE
	FORM OF NOTES
			
	Section 3.1	  	Form of Notes	  	8
	
	ARTICLE FOUR
	ISSUE OF NOTES
			
	Section 4.1	  	Original Issue of Notes	  	9
			
	Section 4.2	  	Additional Issues of Notes	  	9
	
	ARTICLE FIVE
	REMEDIES
			
	Section 5.1	  	Events of Default	  	9


  
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	ARTICLE SIX
	COVENANTS APPLICABLE TO THE NOTES
			
	Section 6.1	  	Additional Amounts	  	10
	
	ARTICLE SEVEN
	CONTINGENT CONVERSION
			
	Section 7.1	  	Contingent Conversion; Conversion Rate	  	12
			
	Section 7.2	  	Time of Contingent Conversion	  	12
			
	Section 7.3	  	Contingent Conversion Procedure	  	12
			
	Section 7.4	  	Right Not to Deliver Common Shares	  	13
			
	Section 7.5	  	Fractional Shares	  	13
			
	Section 7.6	  	Recapitalizations, Reclassifications and Changes in the Common Shares	  	13
			
	Section 7.7	  	Adjustments	  	14
			
	Section 7.8	  	General	  	15
			
	Section 7.9	  	Agreements of Holders and Beneficial Owners of Notes	  	15
	
	ARTICLE EIGHT
	REDEMPTION OF NOTES
			
	Section 8.1	  	Applicability of Article Eleven of the Base Indenture	  	16
			
	Section 8.2	  	Regulatory Redemption	  	16
			
	Section 8.3	  	Tax Redemption	  	16
			
	Section 8.4	  	Optional Redemption	  	16
			
	Section 8.5	  	Mandatory Redemption; Open Market Purchases	  	17
			
	Section 8.6	  	Notice of Redemption	  	17
	
	ARTICLE NINE
	MISCELLANEOUS
			
	Section 9.1	  	Ratification of Base Indenture	  	17
			
	Section 9.2	  	Conflict with Base Indenture	  	17
			
	Section 9.3	  	Execution in Counterparts	  	17
			
	Section 9.4	  	Agreement of Subsequent Investors	  	17
			
	Section 9.5	  	Waiver of Jury Trial	  	18


  
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 FIRST SUPPLEMENTAL INDENTURE, dated as of September 15, 2016 (this “First Supplemental
Indenture”) among THE TORONTO-DOMINION BANK, a financial institution governed by the Bank Act (Canada) (the “Bank” or the “Issuer”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a trust company
organized under the laws of the United States, as U.S. Trustee (the “U.S. Trustee”) and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company organized under the laws of Canada, and having its head office in the City of Toronto, as
Canadian Trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees” and each, a “Trustee”). 

RECITALS OF THE BANK 

WHEREAS, the Bank, the U.S, Trustee and the Canadian Trustee have entered into the Indenture, dated as of September 15, 2016 (the
“Base Indenture” and, as hereby supplemented and amended, the “Indenture”) providing for the issuance from time to time of one or more series of the Bank’s unsecured subordinated indebtedness (herein called the
“Securities”); 
 WHEREAS, Section 8.01(e) of the Base Indenture provides, among other things, that the Bank and the
Trustee (and any successor Trustees) may enter into an indenture supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted by the Base Indenture; 

WHEREAS, pursuant to Section 2.03 of the Base Indenture, the Bank wishes to provide for the issuance of $1,500,000,000 aggregate principal
amount of a new series of Securities to be known as its 3.625% Non-Viability Contingent Capital Subordinated Notes Due 2031 (the “Notes”), the form and terms of such Notes and the terms, provisions and conditions thereof to be
set forth as provided in this First Supplemental Indenture; and 
 WHEREAS, the Bank has requested and hereby requests that the Trustees
execute and deliver this First Supplemental Indenture; and all requirements necessary to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Notes, when executed by the
Bank and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Bank, have been satisfied and complied with; and the execution and delivery of this First Supplemental Indenture has been duly authorized in
all respects. 
 NOW, THEREFORE, in consideration of the foregoing recitals and other valuable consideration, the receipt whereof is hereby
acknowledged, the Bank agrees with the Trustees, for the equal and proportionate benefit of the Holders of the Notes, as follows: 
 ARTICLE
ONE 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION; 

APPOINTMENT OF CANADIAN TRUSTEE 
  

	 	Section 1.1	Relation to Base Indenture. 

 This First Supplemental Indenture constitutes an integral
part of the Indenture. 








	 	Section 1.2	Definitions. 

 For all purposes of this First Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires: 
 (1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the singular; 
 (2) all other terms used herein which are
defined in the Base Indenture or in the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), either directly or by reference therein, have the meanings assigned to them therein; 

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted
accounting principles in Canada, including the accounting requirements of the Office of the Superintendent of Financial Institutions Canada, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; 

(4) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an
Article or a Section, as the case may be, of this First Supplemental Indenture; 
 (5) the words “herein”,
“hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and 

(6) all references to dollars and $ shall mean U.S. dollars unless otherwise indicated. 

“5-Year Mid-Swap Rate” means the 5-year semi-annual mid-swap rate as displayed on the Reset Screen Page on the Reset Interest
Determination Date. In the event that the 5-year semi-annual mid-swap rate does not appear on the Reset Screen Page on the Reset Interest Determination Date, the 5-Year Mid-Swap Rate shall be the Reset Reference Bank Rate on the Reset Interest
Determination Date. 
 “5-Year Mid-Swap Rate Quotation” means, in each case, the arithmetic mean of the bid and offered
rates for the semi-annual fixed leg (calculated on a basis of a 360-day year of twelve 30-day months) of a fixed-for-floating U.S. dollar interest rate swap which (i) has a term of 5 years commencing on the Reset Date, (ii) is in an amount that is
representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg based on the 3-month U.S. dollar LIBOR rate (calculated on basis of the
actual number of days elapsed in 360-day year). 
 “Additional Amounts” has the meaning specified in Section 6.1. 

“Beneficial Owners” means (a) with respect to Global Securities, the beneficial owners of the Notes and (b) with respect to
definitive Securities, the Holders in whose names the Notes are registered. 

  
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 “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or
Friday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law to close in New York City or Toronto. 

“C$” or “Canadian dollars” means the lawful currency for the time being of Canada. 

“Canadian Trustee” means the Person named as the “Canadian Trustee” in the first paragraph of this First
Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Canadian Trustee” shall mean such successor Person. 

“Common Share Reorganization” means (i) the issuance of Common Shares or securities exchangeable for or convertible into
Common Shares to all or substantially all of the holders of Common Shares as a stock dividend or similar distribution, (ii) the subdivision, redivision or change of the Common Shares into a greater number of Common Shares or (iii) the reduction,
combination or consolidation of the Common Shares into a lesser number of Common Shares. 
 “Conversion Price” means the
greater of (i) the Common Share Price and (ii) the Floor Price. 
 “Common Share Price” means the volume weighted average
per share trading price of the Common Shares on the Toronto Stock Exchange (the “TSX”) for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares
are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares
are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price. 
 “Contingent
Conversion” has the meaning specified in Section 7.1. 
 “DTC” means The Depository Trust Company (and any
successor thereto). 
 “FATCA” has the meaning specified in Section 6.1. 

“Floor Price” is C$5.00, subject to adjustment as specified in Section 7.7. 

“Global Note” has the meaning specified in Section 2.4. 

“Ineligible Person” means (i) any person whose address is in, or whom the Bank or its transfer agent has reason to believe is
a resident of, any jurisdiction outside Canada or the United States of America to the extent that the issuance by the Bank or delivery by its transfer agent to that person, pursuant to a Contingent Conversion, of Common Shares would require the Bank
to take any action to comply with securities, banking or analogous laws of that jurisdiction and (ii) any person to the extent that the issuance by the Bank or delivery by its transfer agent to that person, pursuant to a Contingent Conversion, of
Common Shares would cause the Bank to be in violation of any law to which the Bank is subject. 

  
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 “Interest Payment Date” has the meaning specified in Section 2.5. 

“Maturity Date” has the meaning specified in Section 2.2. 

“Multiplier” means 1.5. 

“Note Value” means the principal amount of the Note plus accrued and unpaid interest thereon as of the date of the Trigger
Event, expressed in Canadian dollars. In determining the Note Value of any Note, the par value thereof and any accrued and unpaid interest thereon shall be converted from U.S. dollars into Canadian dollars on the basis of the closing exchange rate
between Canadian dollars and U.S. dollars (in Canadian dollars per U.S. dollar) reported by the Bank of Canada on the date immediately preceding the date of the Trigger Event (or if not available on such date, the date on which such closing rate was
last available prior to such date). If such exchange rate is no longer reported by the Bank of Canada, the relevant exchange rate for calculating the Note Value in Canadian dollars shall be the simple average of the closing exchange rates between
Canadian dollars and U.S. dollars (in Canadian dollars per U.S. dollar) quoted at approximately 4:00 p.m., New York City time, on such date by three major banks selected by the Bank. 

“Notes” has the meaning specified in Section 2.1. 

“Regulatory Event Date” means the date specified in a letter from the Superintendent to the Bank on which the Notes will no
longer be recognized in full as eligible “Tier 2 Capital” or will no longer be eligible to be included in full as risk-based “Total Capital” on a consolidated basis under the guidelines for capital adequacy requirements for banks
in Canada as interpreted by the Superintendent. 
 “Reset Date” means September 15, 2026. 

“Reset Interest Determination Date” means the day falling two business days prior to the Reset Date. 

“Reset Reference Bank Rate” means the percentage rate determined on the basis of the 5-Year Mid-Swap Rate Quotation
provided by five leading swap dealers in the interbank market (selected by the Bank) to the paying agent at approximately 11:00 a.m. (New York time) on the Reset Interest Determination Date. If at least three quotations are provided, the 5-Year
Mid-Swap Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two quotations are
provided, the 5-Year Mid-Swap Rate will be the arithmetic mean of the quotations provided. If only one quotation is provided, the 5-Year Mid-Swap Rate will be the quotation provided. If no quotations are provided, the 5-Year Mid-Swap Rate shall be
equal to the last available 5-year semi-annual mid-swap rate on the Reset Screen Page. 
 “Reset Screen Page” means Reuters
screen “ICESWAP1”(or any successor page or, if a successor page is unavailable, the equivalent page of Bloomberg or any comparable provider) as at 11:00 a.m. (New York time). 

  
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 “Significant Shareholder” means any person who beneficially owns, directly or
indirectly, through entities controlled by such person or persons associated with or acting jointly or in concert with such person (as determined in accordance with the Bank Act (Canada)), shares of any class of the Bank in excess of 10% of
the total number of outstanding shares of that class in contravention of the Bank Act. 
 “Superintendent” means the
Superintendent of Financial Institutions Canada. 
 “Tax Event” means: 

(i) any event giving rise to the Bank’s right to redeem the Notes as set forth under “Description of the Debt Securities—Tax
Redemption” in the Prospectus dated June 30, 2016, as supplemented by the Prospectus Supplement, dated September 8, 2016, relating to the Notes; or 

(ii) the Bank has received an opinion of independent counsel of recognized standing experienced in such matters to the effect that, as a
result of, (A) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada, or any political subdivision or taxing
authority thereof or therein, affecting taxation; (B) any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or
announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an “administrative action”); or (C) any amendment to, clarification of,
or change in, the official position with respect to or the interpretation of any administrative action or any interpretation or pronouncement that provides for a position with respect to such administrative action that differs from the theretofore
generally accepted position, in each case (A), (B) or (C), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change,
administrative action, interpretation or pronouncement is made known, which amendment, clarification, change or administrative action is effective or which interpretation, pronouncement or administrative action is announced on or after the date of
the issue of the Notes, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation, pronouncement or administrative action is effective and applicable) that the Bank is, or may be,
subject to more than a de minimis amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with
respect to the Notes (including the treatment by the Bank of interest on the Notes) or the treatment of the Notes, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will not be respected by
a taxing authority. 
 “Taxes” has the meaning specified in Section 6.1. 

“Taxing Jurisdiction” has the meaning specified in Section 6.1. 

  
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 “Trigger Event” has the meaning set out in the Office of the Superintendent of
Financial Institutions Canada (“OSFI”), Guideline for Capital Adequacy Requirements (CAR), Chapter 2 — Definition of Capital, effective December 2014, as such term may be amended or superseded by OSFI from time to time, which
term currently provides that each of the following constitutes a Trigger Event: 
  

	 	(a)	the Superintendent publicly announces that the Bank has been advised, in writing, that the Superintendent is of the opinion that the Bank has ceased, or is about to cease, to be viable and that, after the conversion of
all contingent instruments (including the Notes) and taking into account any other factors or circumstances that are considered relevant or appropriate, it is reasonably likely that the viability of the Bank will be restored or maintained; or


  

	 	(b)	the federal or a provincial government in Canada publicly announces that the Bank has accepted or agreed to accept a capital injection, or equivalent support, from the federal government or any provincial government or
political subdivision in Canada or agent or agency thereof without which the Bank would have been determined by the Superintendent to be non-viable. 


“Trigger Event Notice” has the meaning specified in Section 7.3(a). 

 

	 	Section 1.3	Conflict with Trust Indenture Act. 

 If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern the Indenture, the latter provision shall control. If any provision of this First Supplemental Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this First Supplemental Indenture as so modified or to be excluded, as the case may be. 

 

	 	Section 1.4	Separability Clause. 

 In case any provision in this First Supplemental Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

 

	 	Section 1.5	Effect of Headings and Table of Contents. 

 The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the Construction hereof. 
  

	 	Section 1.6	Benefits of First Supplemental Indenture. 

 Nothing in this First Supplemental Indenture
or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture. 

  
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	 	Section 1.7	Governing Law. 

 This First Supplemental Indenture shall be governed by and construed in
accordance with the law of the State of New York, except for Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7 and 7.8, which shall be governed by and construed in accordance with the laws of the Province of Ontario and the Federal laws of Canada
applicable therein. 
 ARTICLE TWO 

THE NOTES 
  

	 	Section 2.1	Designation and Principal Amount. 

 The Securities may be issued from time to time upon
an Issuer Order for the authentication and delivery of Securities pursuant to Sections 2.04 and 2.05 of the Base Indenture. There is hereby authorized a series of Securities designated as the 3.625% Non-Viability Contingent Capital Subordinated
Notes due 2031 (the “Notes”) having an initial aggregate principal amount of $1,500,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to
Sections 2.08, 2.09, 2.11, 8.05 or 11.02 of the Base Indenture and except for Notes which, pursuant to Sections 2.04 and 2.05 of the Base Indenture are deemed to never have been authenticated and delivered under the Base Indenture). 

 

	 	Section 2.2	Maturity. 

 The date upon which the Notes shall become due and payable at final maturity,
together with any accrued and unpaid interest then owing, is September 15, 2031 (the “Maturity Date”). 
  

	 	Section 2.3	Form, Payment and Appointment. 

 Except as provided in Section 2.08 of the Base
Indenture, the Notes will be issued only in book-entry form and will be represented by one or more Global Notes (as defined below) registered in the name of or held by DTC or its nominee. Principal or the redemption price, if any, of a Note shall be
payable to the Person in whose name that Note is registered on the Maturity Date or redemption date, as the case may be, provided that principal of, the redemption price, if any, of and interest on the Notes represented by one or more Global Notes
registered in the name of or held by DTC or its nominee will be payable in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Notes. The principal of any certificated Notes will be payable
at the Place of Payment set forth below; provided, however, that payment of interest may be made at the option of the Bank by check mailed to the Person entitled thereto at such address as shall appear in the Security register or by
wire transfer to an account appropriately designated by the Person entitled to payment. 
 The Notes shall have such other terms as are set
forth in the form thereof attached hereto as Exhibit A. 
 The Security registrar, Authenticating Agent and Paying Agent for the
Notes shall be the U.S. Trustee. 
 The Place of Payment for the Notes shall initially be the Corporate Trust Office of the U.S. Trustee.


  
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 The Notes will be issuable and may be transferred only in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof. The amounts payable with respect to the Notes shall be payable in U.S. dollars. 
  

	 	Section 2.4	Global Note. 

 The Notes shall be issued initially in the form of one or more fully
registered global notes (each such global note, a “Global Note”) deposited with DTC or its designated custodian or such other Depositary as any officer of the Bank may from time to time designate. Unless and until a Global Note is
exchanged for Notes in certificated form, such Global Note may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to DTC or a nominee of DTC, or to a successor Depositary selected or approved by the Bank or
to a nominee of such successor Depositary. 
  

	 	Section 2.5	Interest. 

 The Notes shall bear interest on their principal amount (i) from and
including the date of issuance to, but excluding, the Reset Date, at a rate of 3.625% per annum and (ii) from and including the Reset Date to, but excluding, the Maturity Date at a rate per annum which shall be 2.205% above the 5-Year
Mid-Swap Rate. Interest on the Notes will be payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2017, or if any such day is not a Business Day, the next Business Day (but no interest will
accrue as a result of that postponement) (each such date, an “Interest Payment Date”), to the Holders of the Notes at the close of business on the immediately preceding March 1 and September 1 (whether or not a Business
Day), as the case may be. Interest shall at all times be computed on the basis of a 360-day year consisting of twelve 30-day months.
  

	 	Section 2.6	Satisfaction and Discharge. 

 The provisions of Section 10.01(b) of the Base Indenture
shall be subject to the prior approval of the Superintendent. 
  

	 	Section 2.7	No Sinking Fund. 

 The provisions of Article XI of the Base Indenture relating to sinking
funds shall not be applicable to the Notes. 
 ARTICLE THREE 

FORM OF NOTES 
  

	 	Section 3.1	Form of Notes. 

 The Notes and the Trustee’s certificate of authentication thereon
are to be substantially in the form attached as Exhibit A hereto, with such changes therein as the officer of the Bank executing the Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by such
officer’s execution thereof. 

  
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 ARTICLE FOUR 

ISSUE OF NOTES 
  

	 	Section 4.1	Original Issue of Notes. 

 Notes having an aggregate principal amount of $1,500,000,000
may from time to time, upon execution of this First Supplemental Indenture, be executed by the Bank and delivered to the U.S. Trustee for authentication, and upon Issuer Order the Trustee shall thereupon authenticate and deliver said Notes in
accordance with an Issuer Order pursuant to Section 2.04 of the Base Indenture without any further action by the Bank (other than as required by the Base Indenture). 
  

	 	Section 4.2	Additional Issues of Notes. 

 The Bank may from time to time, without notice to or the
consent of the Holders of the Notes, issue additional Notes, which Notes will rank pari passu with the Notes and be identical in all respects as the Notes previously issued (other than issue date, issue price and, if applicable, the first interest
payment date and the initial interest accrual date) in order that such additional Notes may be consolidated and form a single series with the Notes outstanding immediately prior to the issuance of such additional Notes and have the same terms as to
status, redemption or otherwise as the Notes. Such additional Notes may have the same or different CUSIP numbers than the Notes issued on the date hereof or no CUSIP number, as the case may be; provided that any additional Notes having the same
CUSIP numbers as the Notes issued on the date hereof shall be fungible with, and constitute the same series as, the Notes issued on the date hereof for U.S. federal income tax purposes. 

ARTICLE FIVE 
 REMEDIES 

 

	 	Section 5.1	Events of Default. 

 For greater certainty, except as set forth in this Article, Article
V of the Base Indenture applies to the Notes. 
 With respect to the Notes, “Event of Default” means the happening of any
one or more of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body): if the Bank shall become insolvent or bankrupt or subject to the provisions of the Winding-up Act and Restructuring Act (Canada), or any statute
hereinafter enacted in substitution therefore, as such statute, or substituted statute, may be amended from time to time, or if the Bank goes into liquidation, either voluntarily or under an order of a court of competent jurisdiction, or otherwise
acknowledges its insolvency (provided that a resolution or order for the winding-up of the Bank with a view to its reconstruction or its consolidation, amalgamation or merger with another Person or the transfer of its assets as an entirety to such
other Person, as provided in Article IX of the Base Indenture, shall not constitute an Event of Default if such last-mentioned Person shall, as a part of such reconstruction, consolidation, amalgamation, merger or transfer, and, within 90 days from
the 

  
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passing of the resolution or the date of the order or within such further period of time as may be allowed by the Trustees, comply with the conditions to that end stated in Article IX of the Base
Indenture). 
 Notwithstanding any other provisions of the Indenture, and for greater certainty, none of (i) a default in the payment of
interest on the Notes, (ii) a default in the performance of any other covenant of the Bank in the Indenture or (iii) the occurrence of a Contingent Conversion shall constitute an Event of Default under the Indenture or the Notes. 

In addition, by acquiring any Note, each Holder and Beneficial Owner of such Note or any interest therein, including any person acquiring any
such Note or interest therein after the date hereof, irrevocably acknowledges and agrees with and for the benefit of the Bank and the Trustees that neither a Contingent Conversion nor a Trigger Event shall give rise to a default for purposes of
Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act. 

ARTICLE SIX 
 COVENANTS APPLICABLE
TO THE NOTES 
  

	 	Section 6.1	Additional Amounts. 

 (a) All payments of principal and interest and other amounts
payable in respect of the Notes by the Bank shall be made without the Bank making any withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature
(“Taxes”), unless the withholding or deduction of such Taxes is required or authorized by law or the administration thereof. In the event withholding or deduction of such Taxes is required or authorized by law or the administration
thereof, the Bank shall, subject to certain exceptions and limitations set forth below, pay such additional amounts (“Additional Amounts”) to the Holder or Beneficial Owner of any Note as may be necessary in order that every net
payment of the principal of and interest on such Note and any other amounts payable on such Note, after any withholding or deduction for Taxes imposed or levied by or on behalf of Canada or any political subdivision or taxing authority thereof or
therein having the power to tax (each a “Taxing Jurisdiction”) (and Taxes imposed or levied by a Taxing Jurisdiction on such Additional Amounts), shall not be less than the amount such Holder or Beneficial Owner would have received
if such Taxes imposed or levied by or on behalf of a Taxing Jurisdiction had not been withheld or deducted. The Bank shall not, however, be required to make any payment of Additional Amounts to any Holder or Beneficial Owner for or on account of:

  

	 	(i)	any Taxes that would not have been so imposed but for a present or former connection (including, without limitation, carrying on business in a Taxing Jurisdiction or having a permanent establishment or fixed base in a
Taxing Jurisdiction) between such Holder or Beneficial Owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or Beneficial Owner, if such Holder or Beneficial Owner is an
estate, trust, partnership, limited liability company or corporation) and a Taxing Jurisdiction, other than merely holding such Note or receiving payments with respect to such Note; 


  
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	 	(ii)	any estate, inheritance, gift, sales, transfer or personal property Tax or any similar Tax with respect to a Note; 

  

	 	(iii)	any Tax imposed by reason that such Holder or Beneficial Owner of a Note or other person entitled to payments on the Note does not deal at arm’s length within the meaning of the Income Tax Act (Canada) with the
Bank or is, or does not deal at arm’s length with any person who is, a “specified shareholder” of the Bank for purposes of the thin capitalization rules in the Income Tax Act (Canada); 


 

	 	(iv)	any Tax that is levied or collected otherwise than by withholding from payments on or in respect of a Note; 

  

	 	(v)	any Tax required to be withheld by any Paying Agent from any payment on a Note, if such payment can be made without such withholding by at least one other Paying Agent; 


 

	 	(vi)	any Tax that would not have been imposed but for the failure of a Holder or Beneficial Owner of a Note to comply with certification, identification, declaration, information or other reporting requirements, if such
compliance is required by a Taxing Jurisdiction (including where required by statute, treaty, regulation or administrative pronouncement) as a precondition to relief or exemption from such Tax; 


 

	 	(vii)	any Tax which would not have been imposed but for the presentation of a Note (where presentation is required) for payment on a date more than 30 days after (i) the date on which such payment became due and payable or
(ii) the date on which payment thereof is duly provided for, whichever occurs later; 

  

	 	(viii)	any withholding or deduction imposed pursuant to (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation
imposed by any other governmental authority, (ii) any treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other
governmental authority, or (iii) any agreement between the Bank and the United States or any authority thereof implementing FATCA; or 

  

	 	(ix)	any combination of the items listed in clauses (i) through (viii) above; 

 nor shall Additional
Amounts be paid with respect to any payment on a Note to a Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary, a member of
such partnership or such beneficial owner would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner held its interest in the Note directly. 

  
 11 








 ARTICLE SEVEN 

CONTINGENT CONVERSION 
  

	 	Section 7.1	Contingent Conversion; Conversion Rate. 

 Upon the occurrence of a Trigger Event, each
outstanding Note shall be, and shall be deemed, for all purposes, to be, automatically and immediately converted (a “Contingent Conversion”), on a full and permanent basis, without the consent of the Holder thereof, into that number
of fully-paid Common Shares determined by dividing (a) the product of the Multiplier multiplied by the Note Value by (b) the Conversion Price. 

In determining the Note Value of any Note, the principal amount thereof and any accrued and unpaid interest thereon shall be converted from
U.S. dollars into Canadian dollars on the basis of the closing exchange rate between Canadian dollars and U.S. dollars (in Canadian dollars per U.S. dollar) reported by the Bank of Canada on the date immediately preceding the date of the Trigger
Event (or if not available on such date, the date on which such closing rate was last available prior to such date). If such exchange rate is no longer reported by the Bank of Canada, the relevant exchange rate for calculating the Note Value in
Canadian dollars shall be the simple average of the closing exchange rates between Canadian dollars and U.S. dollars (in Canadian dollars per U.S. dollar) quoted at approximately 4:00 p.m., New York City time, on such date by three major banks
selected by the Bank. 
  

	 	Section 7.2	Time of Contingent Conversion. 

 A Contingent Conversion is deemed to be effected
immediately following the occurrence of a Trigger Event and the rights of the holder of such Notes as the holder thereof shall cease at such time and the person or persons entitled to receive Common Shares upon a Contingent Conversion shall be
treated for all purposes as having become the holder or holders of record of such Common Shares at such time. Subject to Section 7.4, as promptly as practicable after the occurrence of a Trigger Event, the Bank shall announce the Contingent
Conversion by way of a press release and shall give notice of the Contingent Conversion in accordance with the provisions of Section 13.04 of the Base Indenture to the then Holders of Notes and the Trustees. From and after the Contingent Conversion,
the Notes shall cease to be outstanding, the holders thereof shall cease to be entitled to interest thereon, and any certificates representing the Notes shall represent only the right to receive upon surrender thereof certificates representing the
applicable number of Common Shares specified in Section 7.1. A Contingent Conversion shall be mandatory and binding upon both the Bank and all Holders of the Notes notwithstanding anything else including, without limitation: (a) any prior action to
or in furtherance of a redemption of the Notes pursuant to the Indenture; and (b) any delay or impediment to the issuance or delivery of the Common Shares to the Holders of the Notes. 

 

	 	Section 7.3	Contingent Conversion Procedure. 

 (a) Upon the occurrence of a Trigger Event, the Bank
shall promptly deliver a notice to DTC informing it of such occurrence and of the resulting Contingent Conversion (a “Trigger 

  
 12 








 
Event Notice”) and shall deliver a copy of the Trigger Event Notice to the Trustees. Within two Business Days of its receipt of the Trigger Event Notice, the Trustees shall,
acting pursuant to the Indenture, transmit such notice to the Holders at such time. 
 (b) If the Notes are held in definitive form at the
time of the Contingent Conversion, the Bank will provide Holders of the Notes (with a copy to the Trustee) with a notice describing, among other things, how the Bank intends to deliver the evidence of beneficial ownership of the Common Shares and
requesting such Holders to provide the Bank with their relevant securities account information for purposes of receiving such evidence of beneficial ownership. 

(c) The Bank shall have no liability to any Holder or Beneficial Owner of the Notes from any delay in the receipt of the evidence of
beneficial ownership of the Common Shares resulting from the Bank’s compliance with applicable operational and corporate law requirements. 
  

	 	Section 7.4	Right Not to Deliver Common Shares. 

 Upon a Contingent Conversion, the Bank reserves the
right not to deliver some or all, as applicable, of the Common Shares issuable thereupon to any Ineligible Person or any Person who, by virtue of the operation of the Contingent Conversion, would become a Significant Shareholder through the
acquisition of Common Shares. In such circumstances, the Bank will hold, as agent for such Persons, the Common Shares that would have otherwise been delivered to such Persons and will attempt to facilitate the sale of such Common Shares to
parties other than the Bank and its Affiliates on behalf of such Persons through a registered dealer to be retained by the Bank on behalf of such Persons. Those sales (if any) may be made at any time and at any price. The Bank will not be
subject to any liability for failure to sell such Common Shares on behalf of such persons or at any particular price on any particular day. The net proceeds received by the Bank from the sale of any such Common Shares will be divided among the
applicable persons in proportion to the number of Common Shares that would otherwise have been delivered to them upon the Contingent Conversion after deducting the costs of sale and any applicable withholding taxes. The Bank will deliver a check or
send a wire transfer in immediately available funds representing the aggregate net proceeds to DTC (if the Common Shares are then held in the form of one or more global securities) or in all other cases to such Persons in accordance with the regular
practices and procedures of DTC or otherwise. 
  

	 	Section 7.5	Fractional Shares. 

 In any case where the aggregate number of Common Shares to be issued
to a Holder of Notes pursuant to a Contingent Conversion includes a fraction of a Common Share, such number of Common Shares to be issued to such Holder shall be rounded down to the nearest whole number of Common Shares and no cash payment shall be
made in lieu of such fractional Common Share. 
  

	 	Section 7.6	Recapitalizations, Reclassifications and Changes in the Common Shares. 

 In the event of
a capital reorganization, consolidation, merger or amalgamation of the Bank or comparable transaction affecting the Common Shares, the Bank will take necessary action to ensure that Holders of Notes receive, pursuant to a Contingent Conversion, the
number of Common Shares or other securities that such Holders would have received if the Contingent Conversion occurred immediately prior to the record date for such event. 

  
 13 









	 	Section 7.7	Adjustments. 

 (a) In the event of a Common Share Reorganization, the Floor Price shall
be adjusted so that it will equal the price determined by multiplying the Floor Price in effect immediately prior to such effective date or record date of such event by a fraction: 

(1) the numerator of which will be the total number of Common Shares outstanding on such effective date or record date before
giving effect to such Common Share Reorganization; and 
 (2) the denominator of which will be the total number of Common
Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number, without duplication, of Common Shares
that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date). 

The adjustment shall be calculated to the nearest one-tenth of one cent. No adjustment of the Floor Price shall be made if the amount of such
adjustment will be less than 1% of the Floor Price in effect immediately prior to the event giving rise to the adjustment, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward
and will be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least 1% of the Floor Price. 

(b) In any case in which Section 7.6 or this Section 7.7 requires that an adjustment will become effective immediately after a record date for
an event referred to therein or herein, the Bank may defer, until the occurrence of such event, issuing to the Holders of any Notes upon a Contingent Conversion occurring after such record date and before the occurrence of such event, any additional
Common Shares issuable upon such conversion by reason of the adjustment required by such event; provided, however, that the Bank will deliver to such Holder evidence of such Holder’s right to receive such additional Common Shares
upon the occurrence of such event and the right to receive any dividends or other distributions made on such additional Common Shares declared in favor of holders of record of Common Shares on and after the date of the Contingent Conversion or such
later date on which such Holder would, but for the provisions of this Section 7.7(b), have become the holder of record of such additional Common Shares. 

(c) If the Bank sets a record date to take any action that would require an adjustment provided for in Section 7.6 or this Section 7.7
and before the taking of such action, the Bank abandons its plan to take such action, then no such adjustment shall be made. 
 (d) The Bank
will from time to time, immediately after the occurrence of any Common Share Reorganization or other event that requires an adjustment or readjustment as provided in Section 7.6 or this Section 7.7, deliver an Officer’s Certificate of the Bank
to the 

  
 14 








 
Trustees specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based, and the Trustees shall be entitled to act and rely upon such Officer’s Certificate of the Bank. Such Officers’ Certificate of the Bank and the amount of the adjustment or
readjustment specified therein will be conclusive and binding on all parties in interest. Until such Officer’s Certificate of the Bank is received by the Trustees, the Trustees may act and be protected in acting on the presumption that no
adjustment or readjustment has been made or is required. Except in respect of any Common Share Reorganization, the Bank will forthwith give notice to the Holders of Notes specifying the event requiring such adjustment or readjustment and the amount
thereof, including the resulting Floor Price. 
  

	 	Section 7.8	General. 

 (a) Upon a Contingent Conversion, any accrued and unpaid interest, together
with the principal amount of the Notes, will be deemed paid in full by the issuance of Common Shares upon such conversion and the Holders of Notes shall have no further rights and the Bank shall have no further obligations under the Indenture. If
tax is required to be withheld from such payment of interest in the form of Common Shares, the number of Common Shares received by a Holder of Notes shall reflect an amount net of any applicable withholding tax. 

(b) Notwithstanding any other provision of the Indenture or the Notes, the conversion of the Notes in connection with a Contingent Conversion
shall not be an Event of Default and the only consequence of a Trigger Event shall be the conversion of such Notes into Common Shares. 
  

	 	Section 7.9	Agreements of Holders and Beneficial Owners of Notes. 

 By acquiring any Note, each
Holder and Beneficial Owner of such Note or any interest therein, including any person acquiring any such Note or interest therein after the date hereof, shall be deemed to have irrevocably acknowledged and agreed with and for the benefit of the
Bank and the Trustees as follows: 
 (a) that a Contingent Conversion upon the occurrence of a Trigger Event shall not constitute an Event
of Default under the terms of the Notes or the Indenture, and following a Contingent Conversion no Holder or Beneficial Owner of the Notes will have any rights against the Bank with respect to the repayment of the principal of, or interest on, the
Notes; 
 (b) that, upon a Contingent Conversion, (i) the Trustees shall not be required to take any further directions from Holders or
Beneficial Owners of the Notes under the Indenture and (ii) the Indenture shall impose no duties upon the Trustees whatsoever with respect to conversion of the Notes into Common Shares upon a Trigger Event (except for the delivery of a notice by the
Trustees to Holders of the Notes following a Trigger Event pursuant to Section 7.3(a) hereof); 
 (c) that such Holder or Beneficial Owner
authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement the conversion of the Notes into Common Shares upon a
Trigger Event without any further action or direction on the part of such Holder or such Beneficial Owner or the Trustees; and 
 (d) that
such Holder or Beneficial Owner acknowledges and agrees that all authority conferred or agreed to be conferred by any Holder and Beneficial Owner pursuant to the provisions described above shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of each Holder and Beneficial Owner of a Note or any interest therein. 

  
 15 









	 	Section 7.10	Trustees Shall Not Calculate Conversion Price 

 Notwithstanding anything to the contrary
set forth herein, in no event will the U.S. Trustee, the Canadian Trustee or the Paying Agent have any responsibility to make determinations with respect to the Conversion Price. 

ARTICLE EIGHT 
 REDEMPTION OF NOTES

  

	 	Section 8.1	Applicability of Article Eleven of the Base Indenture. 

 The provisions of Article XI of
the Base Indenture shall be applicable to the Notes, except as modified herein. 
  

	 	Section 8.2	Regulatory Redemption. 

 The Bank may, at its option, with the prior written approval of
the Superintendent, redeem the Notes, in whole but not in part, at any time within 90 days following a Regulatory Event Date, on not less than 30 days’ nor more than 60 days’ prior notice to the Holders of the Notes, at a
redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date. Any Notes redeemed by the Bank will be cancelled and will not be re-issued. 

 

	 	Section 8.3	Tax Redemption. 

 The Bank may, at its option, with the prior written approval of the
Superintendent, redeem the Notes, in whole, but not in part, on not less than 30 days’ and not more than 60 days’ prior notice to the registered holders of the Notes, at any time following the occurrence of a Tax Event, in each case, at
par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption. Any Notes redeemed by the Bank will be cancelled and will not be re-issued. 

 

	 	Section 8.4	Optional Redemption. 

 The Bank may, at its option, with the prior written approval of
the Superintendent, redeem the Notes, in whole, but not in part, on not less than 30 days’ and not more than 60 days’ prior notice to the registered holders of the Notes, on the Reset Date, at a redemption price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest to, but excluding, the Reset Date. Any Notes redeemed by the Bank will be cancelled and will not be re-issued. 

  
 16 









	 	Section 8.5	Mandatory Redemption; Open Market Purchases. 

 The Bank shall not be required to make
mandatory redemption payments or sinking fund payments with respect to the Notes. At any time the Bank may, with the prior written approval of the Superintendent, purchase Notes by tender offer, open market purchases, negotiated transactions or
otherwise in accordance with applicable securities laws and regulations, so long as such acquisition does not otherwise violate the terms of the Indenture, upon such terms and at such prices as the Bank may determine. Notwithstanding the foregoing,
any subsidiary of the Bank may purchase Notes in the ordinary course of its business of dealing in securities. 
  

	 	Section 8.6	Notice of Redemption. 

 A notice of redemption delivered in respect of the Notes pursuant
to Section 11.02 of the Base Indenture shall be irrevocable, except that the occurrence of a Trigger Event prior to the date fixed for redemption shall automatically rescind such notice of redemption and, in such circumstances, no Notes shall be
redeemed and no payment in respect of the Notes shall be due and payable. 
 ARTICLE NINE 

MISCELLANEOUS 
  

	 	Section 9.1	Ratification of Base Indenture. 

 The Base Indenture, as supplemented by this First
Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. 

 

	 	Section 9.2	Conflict with Base Indenture. 

 If any provision of this First Supplemental Indenture
relating to the Notes is inconsistent with any provision of the Base Indenture, such provision of this First Supplemental Indenture shall control. 
  

	 	Section 9.3	Execution in Counterparts. 

 This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

	 	Section 9.4	Agreement of Subsequent Investors. 

 Holders or Beneficial Owners of Notes that acquire
the Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders or Beneficial Owners of the Notes that acquire the Notes upon
their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Notes, including in relation to any Contingent Conversion. 

  
 17 









	 	Section 9.5	Waiver of Jury Trial. 

 EACH OF THE BANK AND THE TRUSTEES HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

 

	 	Section 9.6	Acceptance by Trustees 

 The Trustees accept the amendments to the Indenture effected by
this First Supplemental Indenture. Without limiting the generality of the foregoing, the Trustees assume no responsibility for the correctness of the recitals or statements contained herein, which shall be taken as the statements of the Bank
and the Trustees shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution (other than by the Trustees) or sufficiency of this First Supplemental Indenture and the Trustees make no representation
with respect thereto. 

  
 18 








 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly
executed, all as of the day and year first above written. 
  

					
	THE TORONTO-DOMINION BANK
		
	 By:
	 	 /s/ Len Kroes

		 	Name:	 	Len Kroes
		 	Title:	 	Vice President, Treasury and Balance Sheet Management
	
	COMPUTERSHARE TRUST COMPANY,
	NATIONAL ASSOCIATION, as U.S. Trustee
		
	By:	 	 /s/ Michael A. Smith

		 	Name:	 	Michael A. Smith
		 	Title:	 	Trust Officer
	
	COMPUTERSHARE TRUST COMPANY OF
	CANADA, as Canadian Trustee
		
	By:	 	 /s/ Yana Nedyalkova

		 	Name:	 	Yana Nedyalkova
		 	Title:	 	Corporate Trust Officer
	
	COMPUTERSHARE TRUST COMPANY OF
	CANADA, as Canadian Trustee
		
	By:	 	 /s/ Raji Sivalingam

		 	Name:	 	Raji Sivalingam
		 	Title:	 	Associate Trust Officer









 Exhibit A 

Form of Global Note 
 THIS
SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER NAME, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 







  

THE TORONTO-DOMINION BANK 

3.625% Non-Viability Contingent Capital Subordinated Notes due 2031 

Subordinated Indebtedness 
 This
security will not constitute a deposit that is insured under the United States Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Canada Deposit Insurance Corporation Act or any other domestic or foreign governmental agency or
instrumentality or other entity. 
  

			
	No.: [●]	  	CUSIP No.: 891160 MJ9
		
	Issue Date: September 15, 2016	  	Stated Maturity: September 15, 2031

 The Toronto-Dominion Bank, a Schedule I bank under the Bank Act (Canada) (herein called the
“Bank”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., Inc., or registered assigns, the principal sum of [●] Dollars
($[●]) on September 15, 2031 (the “Maturity Date”), and to pay interest thereon semi-annually in arrears on March 15 and September 15 of each year (each, an Interest Payment Date), commencing March 15, 2017, or if
any such day is not a Business Day, the next Business Day (but no interest will accrue as a result of that postponement), (i) from and including the date of issuance to, but excluding, September 15, 2026 (the “Reset Date”), at a
rate of 3.625% per annum and (ii) from and including the Reset Date to, but excluding, the Maturity Date at a rate per annum which shall be 2.205% above the 5-Year Mid-Swap Rate (as such term is defined on the reverse of this Note).

 Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security is registered at the close of business on the record date for such interest, which shall be the March 1 and September 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such record date and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a date fixed by the Trustee (a “Special Record Date”) for the payment of such defaulted interest to be fixed by the Trustees, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

  
 1 








 Notwithstanding any provision of this Security or the Indenture, if any amount of principal,
premium or interest would otherwise be due on this Security on a day (the “Specified Day”) that is not a Business Day, such amount may be paid or made available for payment on the next succeeding Business Day with the same force and
effect as if such amount were paid on the Specified Day (but no interest will accrue as a result of that postponement). 
 For the purposes
of this Security, “Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law to close in New York
City or Toronto. 
 The Bank may make any and all payments of principal, premium and interest on this Security pursuant to the applicable
procedures of the Depositary for this Security as permitted in the Indenture. 
 Upon the occurrence of a Trigger Event, this Security will
automatically and immediately be converted, on a full and permanent basis, into a number of Common Shares in the manner specified in Section 9(b) of the reverse of this Security (a “Contingent Conversion”). By acquiring this
Security, any Holder or Beneficial Owner of this Security or any interest herein, including any person acquiring this Security or interest herein after the date hereof, irrevocably consents to the principal amount of this Security and any accrued
and unpaid interest thereon being deemed paid in full by the issuance of Common Shares upon the occurrence of a Trigger Event and the resulting Contingent Conversion, which occurrence and resulting Contingent Conversion shall occur without any
further action on the part of such Holder or Beneficial Owner or the Trustees. 
 Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Bank
has caused this instrument to be duly executed. 

  
 2 









							
		 		 	THE TORONTO-DOMINION BANK
				
	Dated:	 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:

 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 

							
		 		 	COMPUTERSHARE TRUST COMPANY,
		 		 	NATIONAL ASSOCIATION, as U.S. Trustee
				
	Dated:	 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:


  
 3 








 [REVERSE OF SECURITY] 
  

	1.	Securities and the Indenture 

 This Security is one of a duly authorized issue of
securities of the Bank (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of September 15, 2016 (herein called the “Base Indenture”), among the Bank,
Computershare Trust Company, National Association, as U.S. Trustee (the “U.S. Trustee,” which term includes any successor trustee under the Indenture) and Computershare Trust Company of Canada, as Canadian Trustee (the
“Canadian Trustee” and, together with the U.S. Trustee, the “Trustees,” which term includes any successor trustee under the Indenture), as supplemented by the First Supplemental Indenture, dated as of September 15,
2016 (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Bank, the U.S. Trustee and the Canadian Trustee, and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Bank, the Trustees and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof initially limited in aggregate principal amount to $1,500,000,000, provided that the Bank may, without the consent of any Holder, at any time and from time to time, increase the
initial principal amount. 
  

	2.	Optional Redemption; No Sinking Fund; Satisfaction and Discharge 

 The Securities of this
series are subject to redemption upon not less than 30 days’ and not more than 60 days’ prior notice, in whole but not in part, at the election of the Bank, with the prior written approval of the Superintendent of Financial Institutions
Canada, (i) at any time within 90 days following a Regulatory Event Date, (ii) at any time following the occurrence of a Tax Event or (iii) on the Reset Date, in each case, at par, together with accrued and unpaid interest to, but excluding, the
date fixed for redemption. 
 This Security will not be subject to, or entitled to the benefit of, any sinking fund. 

The provisions of Section 10.01(b) of the Base Indenture shall be subject to the prior approval of the Superintendent. 

The following shall apply to this Security: 

The Indenture shall upon an Issuer Order cease to be of further effect with respect to this Security, and the Trustees, at the expense of the
Bank, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to this Security, when (a) all Securities theretofore authenticated and delivered (other than (i) Securities which have been mutilated,
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 of the Base Indenture and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Bank and
thereafter repaid to the Bank or discharged from such trust, as provided in Section 10.04 of the Base Indenture) have been delivered to a Trustee for cancellation; (b) the Bank has paid or caused to be paid all other sums payable hereunder by the
Bank; and (c) the Bank has delivered to the Trustees an Officers’ Certificate stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Indenture with respect to the Securities have been
complied with. 

  
 1 









	3.	Subordination 

 The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment in full of all Indebtedness, other than Subordinated Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustees on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustees his or her attorneys-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and
in the Indenture by each holder of Indebtedness, other than Subordinated Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions. 

 

	4.	Repayment at the Option of the Holder 

 This Security will not be subject to repayment at
the option of the Holder. 
  

	5.	Modification and Waiver 

 The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the Bank and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Bank and the Trustees with the
consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Bank with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and the Persons who are Beneficial Owners of interests represented hereby, and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

 

	6.	Default 

 If an Event of Default occurs and is continuing, then and in each and every
such case, except for any Series of Securities the principal of which shall have already become due and payable, either Trustee may in its discretion and shall upon the request in writing of the Holders of not less than 25% in aggregate principal
amount of the Securities of all affected Series then Outstanding under the Base Indenture (treated as one class) by notice in writing to the Bank (and to the Trustees if given by Securityholders), may declare the entire principal (or such other
amount as may be specified in the terms of such Securities) of all Securities of all such affected Series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately
due and payable. 

  
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 For greater certainty, none of (i) a default in the payment of interest on this Security, (ii) a
default in the performance of any other covenant of the Bank in the Indenture or (iii) the occurrence of a Contingent Conversion shall constitute an Event of Default under the Indenture or this Security. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Bank,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

 

	7.	Disclosure under Interest Act (Canada) 

 For disclosure purposes under the Interest Act
(Canada), whenever in the Securities of this series or the Indenture interest at a specified rate is to be calculated on the basis of a period less than a calendar year, the yearly rate of interest to which such rate is equivalent is such rate
multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period. 
  

	8.	Transfer or Exchange 

 As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security register, upon surrender of this Security for registration of transfer at the office or agency of the Bank in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bank and the Security registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of Authorized Denominations (as defined below) and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in “Authorized Denominations”, which term
shall have the following meaning: for each Security of this series, the Authorized Denominations shall be $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different Authorized Denomination, as requested by the Holder surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange of Securities as provided above, but the Bank or the
Trustees may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to
due presentment of this Security for registration of transfer, the Bank, the Trustees and any agent of the Bank or the Trustees may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Bank, the Trustees nor any such agent shall be affected by notice to the contrary. 

  
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	9.	Contingent Conversion Upon a Trigger Event 

  

	 	(a)	Contingent Conversion; Conversion Rate 

 Upon the occurrence of a Trigger Event, each
outstanding Note shall be, and shall be deemed, for all purposes, to be, automatically and immediately converted (a “Contingent Conversion”), on a full and permanent basis, without the consent of the Holder thereof, into that number
of fully-paid Common Shares determined by dividing (a) the product of the Multiplier multiplied by the Note Value by (b) the Conversion Price. 

In determining the Note Value of this Security, the principal amount hereof and any accrued and unpaid interest hereon shall be converted from
U.S. dollars into Canadian dollars on the basis of the closing exchange rate between Canadian dollars and U.S. dollars (in Canadian dollars per U.S. dollar) reported by the Bank of Canada on the date immediately preceding the date of the Trigger
Event (or if not available on such date, the date on which such closing rate was last available prior to such date). If such exchange rate is no longer reported by the Bank of Canada, the relevant exchange rate for calculating the Note Value in
Canadian dollars shall be the simple average of the closing exchange rates between Canadian dollars and U.S. dollars (in Canadian dollars per U.S. dollar) quoted at approximately 4:00 p.m., New York City time, on such date by three major banks
selected by the Bank. 
  

	 	(b)	Time of Contingent Conversion 

 A Contingent Conversion is deemed to be effected immediately
following the occurrence of a Trigger Event and the rights of the holder of this Security as the holder thereof shall cease at such time and the person or persons entitled to receive Common Shares upon a Contingent Conversion shall be treated for
all purposes as having become the holder or holders of record of such Common Shares at such time. Subject to Section 7.04 of the Supplemental Indenture and Section 9(d) of the reverse hereof, as promptly as practicable after the occurrence of a
Trigger Event, the Bank shall announce the Contingent Conversion by way of a press release and shall give notice of the Contingent Conversion in accordance with the provisions of Section 13.04 of the Base Indenture to the then Holders of this
Security and the Trustees. From and after the Contingent Conversion, this Security shall cease to be outstanding, the holders thereof shall cease to be entitled to interest thereon, and any certificates representing this Security shall represent
only the right to receive upon surrender thereof certificates representing the applicable number of Common Shares specified in Section 7.01 of the Supplemental Indenture and Section 9(a) of the reverse hereof. A Contingent Conversion shall be
mandatory and binding upon both the Bank and all Holders of this Security notwithstanding anything else including, without limitation: (i) any prior action to or in furtherance of a redemption of this Security pursuant to the Indenture; and (ii) any
delay or impediment to the issuance or delivery of the Common Shares to the Holders of this Security. 

  
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	 	(c)	Contingent Conversion Procedure 

 (i) Upon the occurrence of a Trigger Event, the Bank shall
promptly deliver a notice to DTC informing it of such occurrence and of the resulting Contingent Conversion (a “Trigger Event Notice”) and shall deliver a copy of the Trigger Event Notice to the Trustees. Within two Business Days of
its receipt of the Trigger Event Notice, the Trustees shall, acting pursuant to the Indenture, transmit such notice to the Holders of this Security at such time. 

(ii) If this Security is held in definitive form at the time of the Contingent Conversion, the Bank will provide Holders of this Security with
a notice describing, among other things, how the Bank intends to deliver the evidence of beneficial ownership of the Common Shares and requesting such Holders to provide the Bank with their relevant securities account information for purposes of
receiving such evidence of beneficial ownership. 
 (iii) The Bank shall have no liability to any Holder or Beneficial Owner of this
Security from any delay in the receipt of the evidence of beneficial ownership of the Common Shares resulting from the Bank’s compliance with applicable operational and corporate law requirements. 

 

	 	(d)	Right Not to Deliver Common Shares 

 Upon a Contingent Conversion, the Bank reserves the right
not to deliver some or all, as applicable, of the Common Shares issuable thereupon to any Ineligible Person or any Person who, by virtue of the operation of the Contingent Conversion, would become a Significant Shareholder through the acquisition of
Common Shares. In such circumstances, the Bank will hold, as agent for such Persons, the Common Shares that would have otherwise been delivered to such Persons and will attempt to facilitate the sale of such Common Shares to parties other than
the Bank and its Affiliates on behalf of such Persons through a registered dealer to be retained by the Bank on behalf of such Persons. Those sales (if any) may be made at any time and at any price. The Bank will not be subject to any
liability for failure to sell such Common Shares on behalf of such persons or at any particular price on any particular day. The net proceeds received by the Bank from the sale of any such Common Shares will be divided among the applicable
persons in proportion to the number of Common Shares that would otherwise have been delivered to them upon the Contingent Conversion after deducting the costs of sale and any applicable withholding taxes. The Bank will deliver a check or send a wire
transfer in immediately available funds representing the aggregate net proceeds to DTC (if the Common Shares are then held in the form of one or more global securities) or in all other cases to such Persons in accordance with the regular practices
and procedures of DTC or otherwise. 
  

	 	(e)	Fractional Shares 

 In any case where the aggregate number of Common Shares to be issued to a
holder of Notes pursuant to a Contingent Conversion includes a fraction of a Common Share, such number of Common Shares to be issued to such holder shall be rounded down to the nearest whole number of Common Shares and no cash payment shall be made
in lieu of such fractional Common Share. 

  
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	 	(f)	Recapitalizations, Reclassifications and Changes in the Common Shares 

 In the event of a
capital reorganization, consolidation, merger or amalgamation of the Bank or comparable transaction affecting the Common Shares, the Bank shall take all necessary action to ensure that the holders of Notes receive, pursuant to a Contingent
Conversion, after such event, the number of shares or other securities that the holders of Notes would have received if the Contingent Conversion occurred immediately prior to the record date for such event. 

 

	 	(g)	Adjustments 

 (i) In the event of a Common Share Reorganization, the Floor Price shall be
adjusted so that it will equal the price determined by multiplying the Floor Price in effect immediately prior to such effective date or record date of such event by a fraction: (A) the numerator of which will be the total number of Common Shares
outstanding on such effective date or record date before giving effect to such Common Share Reorganization; and (B) the denominator of which will be the total number of Common Shares outstanding immediately after giving effect to such Common Share
Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number, without duplication, of Common Shares that would have been outstanding had all such securities been exchanged for
or converted into Common Shares on such effective date or record date). The adjustment shall be calculated to the nearest one-tenth of one cent. No adjustment of the Floor Price will be made if the amount of such adjustment will be less than 1% of
the Floor Price in effect immediately prior to the event giving rise to the adjustment, provided, however, that in such case any adjustment that would otherwise be required then to be made will be carried forward and will be made at the time of and
together with the next subsequent adjustment which, together with any adjustment so carried forward, will amount to at least 1% of the Floor Price. 

(ii) In any case in which Sections 7.06 or 7.07 of the Supplemental Indenture or Sections 9(f) or 9(g) of the reverse hereof requires that an
adjustment will become effective immediately after a record date for an event referred to therein or herein, the Bank may defer, until the occurrence of such event, issuing to the Holders of this Security upon a Contingent Conversion occurring after
such record date and before the occurrence of such event, any additional Common Shares issuable upon such conversion by reason of the adjustment required by such event, provided, however, that the Bank will deliver to such Holder evidence of
such Holder’s right to receive such additional Common Shares upon the occurrence of such event and the right to receive any dividends or other distributions made on such additional Common Shares declared in favor of holders of record of
Common Shares on and after the date of the Contingent Conversion or such later date on which such Holder would, but for the provisions of this Section 9(g)(ii), have become the holder of record of such additional Common Shares. 

(iii) If the Bank sets a record date to take any action that would require an adjustment provided for in Sections 7.06 or 7.07 of the
Supplemental Indenture or Sections 9(f) or 9(g) of the reverse of hereof and before the taking of such action, the Bank abandons its plan to take such action, then no such adjustment shall be made. 

(iv) The Bank will from time to time, immediately after the occurrence of any Common Share Reorganization or other event that requires an
adjustment or readjustment as provided in Sections 7.06 or 7.07 of the Supplemental Indenture or Sections 9(f) or 9(g) of the 

  
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reverse of hereof, deliver an Officers’ Certificate of the Bank to the Trustees specifying the nature of the event requiring the same and the amount of the adjustment or readjustment
necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and the Trustees shall be entitled to act and rely upon such Officers’ Certificate of the Bank. Such
Officers’ Certificate of the Bank and the amount of the adjustment or readjustment specified therein will be conclusive and binding on all parties in interest. Until such Officers’ Certificate of the Bank is received by the Trustees, the
Trustees may act and be protected in acting on the presumption that no adjustment or readjustment has been made or is required. Except in respect of any Common Share Reorganization, the Bank will forthwith give notice to the Holders of this Security
specifying the event requiring such adjustment or readjustment and the amount thereof, including the resulting Floor Price. 
  

	 	(h)	General 

 (i) Upon a Contingent Conversion, any accrued and unpaid interest, together with the
principal amount of this Security, will be deemed paid in full by the issuance of Common Shares upon such conversion and the Holders of this Security shall have no further rights and the Bank shall have no further obligations under the Indenture. If
tax is required to be withheld from such payment of interest in the form of Common Shares, the number of Common Shares received by a Holder of this Security shall reflect an amount net of any applicable withholding tax. 

(ii) Notwithstanding any other provision of the Indenture or this Security, the conversion of this Security in connection with a Contingent
Conversion shall not be an Event of Default and the only consequence of a Trigger Event shall be the conversion of this Security into Common Shares. 
  

	 	(i)	Agreements of Holders and Beneficial Owners of this Security 

 By acquiring this Security, each
Holder and Beneficial Owner of this Security or any interest herein, including any person acquiring any such Security or interest herein after the date hereof, irrevocably acknowledges and agrees with and for the benefit of the Bank and the Trustees
as follows: 
 (i) that a Contingent Conversion upon the occurrence of a Trigger Event shall not constitute an Event of Default under the
terms of this Security or the Indenture, and following a Contingent Conversion no Holder or Beneficial Owner of this Security will have any rights against the Bank with respect to the repayment of the principal of, or interest on, such Securities;

 (ii) that, upon a Contingent Conversion, (A) the Trustees shall not be required to take any further directions from Holders or Beneficial
Owners of this Security under the Indenture and (B) the Indenture shall impose no duties upon the Trustees whatsoever with respect to conversion of the Securities of this series into Common Shares upon a Trigger Event (except for the delivery of a
notice by the Trustees to Holders following a Trigger Event pursuant to Section 7.03(a) of the Supplemental Indenture and Section 9(c)(i) of the reverse hereof); 

  
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 (iii) that such Holder or Beneficial Owner authorizes, directs and requests DTC and any direct
participant in DTC or other intermediary through which it holds this Security to take any and all necessary action, if required, to implement the conversion of this Security into Common Shares upon a Trigger Event without any further action or
direction on the part of such Holder or such Beneficial Owner; and 
 (iv) that such Holder or Beneficial Owner acknowledges and agrees that
all authority conferred or agreed to be conferred by any Holder and Beneficial Owner pursuant to the provisions described above shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of each Holder and Beneficial Owner of this Security or any interest herein. 
  

	 	(j)	Waiver of Claims 

 To the extent permitted by the Trust Indenture Act, any Holder or Beneficial
Owner of this Security waives any and all claims against the Trustees for, agrees not to initiate a suit against the Trustees in respect of, and agrees that the Trustees shall not be liable for, any action that a Trustee takes, or abstains from
taking, in either case in accordance with a Contingent Conversion upon a Trigger Event. 
  

	10.	Defined Terms 

 “5-Year Mid-Swap Rate” means the 5-year semi-annual
mid-swap rate as displayed on the Reset Screen Page on the Reset Interest Determination Date. In the event that the 5-year semi-annual mid-swap rate does not appear on the Reset Screen Page on the Reset Interest Determination Date, the 5-Year
Mid-Swap Rate shall be the Reset Reference Bank Rate on the Reset Interest Determination Date. 
 “5-Year Mid-Swap Rate
Quotation” means, in each case, the arithmetic mean of the bid and offered rates for the semi-annual fixed leg (calculated on a basis of a 360-day year of twelve 30-day months) of a fixed-for-floating U.S. dollar interest rate swap which
(i) has a term of 5 years commencing on the Reset Date, (ii) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a
floating leg based on the 3-month U.S. dollar LIBOR rate (calculated on basis of the actual number of days elapsed in 360-day year). 

“Reset Interest Determination Date” means the day falling two business days prior to the Reset Date. 

“Reset Reference Bank Rate” means the percentage rate determined on the basis of the 5-Year Mid-Swap Rate Quotation provided
by five leading swap dealers in the interbank market (selected by the Bank) to the paying agent at approximately 11:00 a.m. (New York time) on the Reset Interest Determination Date. If at least three quotations are provided, the 5-Year Mid-Swap Rate
will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two quotations are provided, the
5-Year Mid-Swap Rate will be the arithmetic mean of the quotations provided. If only one quotation is provided, the 5-Year Mid-Swap Rate will be the quotation provided. If no quotations are provided, the 5-Year Mid-Swap Rate shall be equal to the
last available 5-year semi-annual mid-swap rate on the Reset Screen Page. 

  
 8 








 “Reset Screen Page” means Reuters screen “ICESWAP1”(or any successor
page or, if a successor page is unavailable, the equivalent page of Bloomberg or any comparable provider) as at 11:00 a.m. (New York time). 

All terms used in this Security not otherwise defined herein that are defined in the Indenture shall have the meanings assigned to them in the
Indenture. 
  

	11.	Governing Law 

 Except as otherwise provided in the Indenture or in this Security, this
Security and the Indenture shall be governed by and construed in accordance with the laws of the State of New York, except for Sections 3 and 9(a), 9(b), 9(c), 9(d), 9(e), 9(f), 9(g) and 9(h) of the reverse hereof, and the first sentence of the
third-to-last paragraph on the face hereof, which shall be governed by the laws of the Province of Ontario and the Federal laws of Canada applicable therein. 

  
 9