Pursuant to the terms of the orders that
TD Bank USA, N.A. (TDBUSA) and TD Bank
N.A. (TDBNA) entered into with the OCC,
the boards of directors of TDBUSA
and TDBNA will be required to certify to
the OCC that the Bank has allocated appropriate
resources and staffing to the remediation required
by the orders before
declaring or paying dividends, engaging in
share repurchases, or making any other
capital distribution. In addition, pursuant to the
terms of the cease and desist
order that the Bank, TDGUS and TDBUSH
entered into with the Federal Reserve,
the boards of directors of TDGUS and
TDBUSH will be required to certify to
the
Federal Reserve that appropriate resources
and staffing have been allocated to remediation,
as required by the order, before declaring or paying any dividends,
engaging in share repurchases, or making any
other capital distributions. If TDBUSA,
TDBNA, TDGUS or TDBUSH are unable
to so certify, then there would be
restrictions on (i) the payment of dividends
or making of any other capital distributions to
the Bank, or (ii) the repurchase of shares
of these entities from the Bank
.