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Code of Conduct and Ethics


In order to assure the proper and ethical performance of its business and to maintain the confidence of the public and the customers of TD Bank US Holding Company (the “Company”) and its subsidiaries, we are expected to maintain high standards of honesty, integrity, confidentiality, impartiality and conduct, and to avoid misconduct and conflicts of interest and the appearance of conflicts of interest.

TD Bank Group (“TDBG”) has established and adopted a Code of Conduct and Ethics for Employees and Directors of TDBG (the “TDBG Code”), which applies to every employee and director of TDBG and of all TDBG wholly-owned subsidiaries around the world. The Board of Directors of the Company has established and adopted this U.S. Code of Conduct and Ethics (the “Code”) which sets forth certain specialized rules for business conduct and guidelines in the United States for persons employed by the Company and its subsidiaries and Directors of the Company and its subsidiaries. This Code applies to the Company and all of its banking and non-banking subsidiaries.

This Code supersedes any prior codes or policies and supplements the TDBG Code of Conduct and Ethics. To the extent there are any inconsistencies between this Code and the TDBG Code, this Code shall control. Any violation of this Code or the TDBG Code by any Director or Employee may result in disciplinary action, including discharge.

A written code cannot answer all questions raised in the context of business relationships; therefore, we are expected to recognize and respond to specific situations as they arise. In questionable situations, we are required to discuss the matter with our superiors. Directors should discuss the matter with the Chairman of the Board.

For the Board of Directors of TD Bank US Holding Company
__/s/Bharat Masrani, President & Chief Executive Officer

Date: December 12, 2011