0001047469-06-009163 Sample Contracts

The Toronto-Dominion Bank DISTRIBUTION AGREEMENT
Distribution Agreement • June 30th, 2006 • Toronto Dominion Bank • Commercial banks, nec • New York

The Notes will be unsecured and unsubordinated indebtedness of the Issuer and will be issued pursuant to the provisions of an indenture (as may be supplemented or amended from time to time, the "Indenture") dated as of June 30, 2006 between the Issuer and The Bank of New York, as trustee (the "Trustee").

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