<Page>

FOCUSING ON WHAT MATTERS

                                TD BANK FINANCIAL GROUP 146TH ANNUAL REPORT 2001




                             [PHOTO]




                                              TD BANK FINANCIAL GROUP



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 2    THE YEAR AT A GLANCE


 4    TO OUR SHAREHOLDERS


 7    ABOUT TD BANK FINANCIAL GROUP


17    HOW WE PERFORMED IN 2001


41    FINANCIAL RESULTS


82    MORE ABOUT US

TD BANK FINANCIAL GROUP offers a full range of financial products and services
to over 13 million customers in Canada and around the world. We're organized
into four businesses, each of which contributes to our overall success.

[TD CANADA TRUST LOGO]

PERSONAL AND COMMERCIAL BANKING

RETAIL

50% OF TOTAL OPERATING CASH BASIS NET INCOME(1)

A leader in personal and commercial banking in Canada, with about 10 million
personal, small business and commercial customers.

Provides a full range of financial products and services to personal customers
anywhere, anytime - through our more than 1,200 branches that offer the best
banking hours in the country, the telephone, the web or our more than 2,700
automated banking machines.

Provides lending, deposit, savings and investment products to Canadian
businesses, plus a full range of day-to-day banking, cash management, trade and
treasury services.

Provides a full range of products, services and access channels to U.S. personal
and business customers, and will provide electronic banking services to
customers in the United Kingdom in 2002, subject to regulatory approval.

[TD SECURITIES LOGO]

WHOLESALE BANKING

WHOLESALE

42% OF TOTAL OPERATING CASH BASIS NET INCOME(1)

The most profitable wholesale bank in Canada.

Provides financial products and services to meet the needs of corporate,
government and institutional clients around the world.

Has leading expertise in five key areas of finance:

- investment banking

- debt capital markets

- institutional equities

- private equity

- foreign exchange.

[TD WATERHOUSE LOGO]

SELF-DIRECTED BROKERAGE

RETAIL

3% OF TOTAL OPERATING CASH BASIS NET INCOME(1)

A world leader in self-directed investing, servicing more than 3.3 million
active customer accounts worldwide.

Provides investors and financial advisors with a broad range of brokerage,
mutual fund, banking and other consumer financial products on an integrated
basis.

Services customers in the United States, Canada, the United Kingdom and
Australia, and through joint ventures in Japan, India, Hong Kong and Luxembourg.

TD Waterhouse is wholly-owned by TD Bank as of November 26, 2001.

[TD WEALTH MANAGEMENT LOGO]

ASSET MANAGEMENT, FULL SERVICE BROKERAGE AND FINANCIAL PLANNING

RETAIL AND WHOLESALE

5% OF TOTAL OPERATING CASH BASIS NET INCOME(1)

One of Canada's largest asset managers, advisors and distributors of investment
products, with more than $119 billion in assets under management.

Provides mutual funds, pooled funds, segregated account management and brokerage
services to individual customers and investment management services to pension
funds, corporations, institutions, endowments, foundations and high net worth
individuals.

TD Mutual Funds is the fifth largest mutual fund manager in Canada, managing
approximately $30.3 billion for more than 1.4 million investors in 73 mutual
funds and 30 managed portfolios.

TD Quantitative Capital, which manages indexed, enhanced and structured assets
for institutional, high net worth and retail customers, is the largest index and
quantitative manager in Canada.


(1)  Operating cash basis net income measures are explained in supplementary
     tables 1 and 2 on pages 32 and 33.



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INVESTORS. CUSTOMERS. EMPLOYEES.

TD BANK FINANCIAL GROUP IS ITS PEOPLE. We are more than 13 million investors,
customers and employees in Canada and around the world.

What matters to each of you also matters to us. That's why we're focused on
building the best Canadian-based financial institution in North America for our
customers and employees, and why we'll continue to find ways to deliver solid
returns to our shareholders.

This annual report is for our shareholders. It tells you what we've achieved
this year and about our plans for the future. We invite you to read through it
and find out more.


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2 THE YEAR AT A GLANCE

FINANCIAL HIGHLIGHTS

OPERATING CASH BASIS NET INCOME

$2.158 BILLION

[GRAPH OF OPERATING CASH BASIS NET INCOME APPEARS HERE]

Operating cash basis net income is our "bottom line" and a key measure of our
performance. This year, operating cash basis net income increased by 7%.
Operating cash basis net income measures are explained in supplementary tables 1
and 2 on pages 32 and 33.

- Operating cash basis net income


OPERATING CASH BASIS EARNINGS AND DIVIDENDS PER SHARE

[GRAPH OF OPERATING CASH BASIS EARNINGS AND DIVIDENDS PER SHARE APPEARS HERE]

$3.31

Operating cash basis earnings per share tells us how much money shareholders
would receive for each share if we distributed all of our operating cash basis
earnings to shareholders. This year, operating cash basis earnings per share
increased by 5% to $3.31. This allowed us to increase the dividends we paid out
to shareholders by 18%.

$1.09

[GRAPH OF OPERATING CASH BASIS EARNINGS AND DIVIDENDS PER SHARE APPEARS HERE]

- Operating cash basis earnings per share
- Dividends per share


KEY PERFORMANCE MEASURES AND GOALS

                                   OPERATING CASH BASIS RETURN ON EQUITY

          GOAL  2001:17% TO 20%    Operating cash basis return on equity,
                                   or ROE, broadly measures how effectively
               RESULT  2001:18%    we use the money our shareholders invest
                                   in us. Our ROE goal takes into consideration
AVERAGE OF FOUR OTHER              our outlook for economic business conditions
MAJOR CANADIAN  BANKS  17%         in each of the markets in which our
                                   businesses operate.
           GOAL 2002:  17% TO 20%


                                   OPERATING CASH BASIS EFFICIENCY RATIO FOR
                                   TD CANADA TRUST

              GOAL  2001:61%       The efficiency ratio measures how much
                                   in non-interest expenses we spend to
         RESULT 2001:  59.6%       generate one dollar of revenue, which tells
                                   us how efficiently we're operating. The lower
AVERAGE OF FOUR OTHER              the percentage, the greater our efficiency.
 MAJOR CANADIAN BANKS  62%         Our efficiency ratio goal has been
                                   established for TD Canada Trust, as the
           GOAL 2002:  58.5%       efficiency ratio is a more relevant measure
                                   for retail banking operations. Our goal for
                                   2002 is 58.5% on an operating cash basis and
                                   excluding funding costs related to the
                                   Canada Trust acquisition.


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3 THE YEAR AT A GLANCE

MARKET CAPITALIZATION

$22.6 BILLION

[GRAPH OF MARKET CAPITALIZATION APPEARS HERE]

Market capitalization is a measure of the size of a company. It's calculated by
multiplying the share price (as at October 31, 2001) by the number of shares
outstanding. Our market capitalization decreased by 13% over last year, while
our peers were flat.

- TD Bank

- Average of four other major Canadian banks



TOTAL SHAREHOLDER RETURN

$3.8 MILLION

[GRAPH OF TOTAL SHAREHOLDER RETURN APPEARS HERE]

A $10,000 investment in TD shares on October 31, 1960, with dividends reinvested
quarterly, was worth $3,813,000 at the end of October, 2001. That's 138% better
than the average of our peers.

- TD Bank

- Average of four other major Canadian banks

Source: BMO Nesbitt Burns, Total Return Performance: The World Series Among the
"Big 5", November 10, 2000, updated with supplementary information from
quarterly Bank reports.



PROVISION FOR CREDIT LOSSES(1)


      LONG-TERM GOAL:  .35%        The provision for credit losses ratio
                                   measures how much money we set aside from
         RESULT 2001:  .48%        our earnings to cover loan losses, in
                                   relation to total loans. The higher the
AVERAGE OF FOUR OTHER              ratio, the more we're setting aside.
 MAJOR CANADIAN BANKS  .73%


(1)  As a percentage of net average loans including customers' liability under
     acceptances and excluding securities purchased under resale agreements and
     excluding increases in general allowances.

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4 TO OUR SHAREHOLDERS

FOCUSING ON WHAT MATTERS

TD Bank Financial Group delivered solid results for 2001, and we have many
accomplishments. That's a remarkable achievement in a year of tough markets and
a slowing economy.

     This year we faced two big challenges: the integration of our Canada Trust
acquisition and the impact of the economy and the markets on our businesses,
particularly our traditionally strong self-directed brokerage and
telecommunications lending franchises. Our businesses managed these challenges -
and accomplished a great deal more - with considerable resilience and expertise.

     This success wouldn't have been possible without our strong team of
employees - we've never asked more of them and we're proud of their tremendous
capability, flexibility and professionalism.

     TD CANADA TRUST, our personal and commercial bank, completed two critical
things this year: the integration of Canada Trust and the implementation of a
single brand across the country. Our merger with Canada Trust was the largest
financial services merger ever completed in Canada. It brought together hundreds
of branches, thousands of employees and millions of customers, and took us from
being the fifth largest retail bank in Canada to being the leader in most of our
retail businesses.

     When we announced our intention to acquire Canada Trust in August 1999, we
set specific goals for cost management, customer satisfaction and growth in
revenue and market share. We're on track to reach all of these goals, and are
pleased to say that during this critical phase we actually increased our market
share in personal non-term deposits by 106 basis points, ranking us #1 among the
major financial institutions in Canada. We appreciate the confidence our
customers have placed in us, and we thank them for their patience and
understanding during the times our integration went less smoothly than we had
hoped.

     TD SECURITIES, our integrated wholesale bank, delivered record earnings and
return on equity with its diverse business portfolio. Among its many successes
for 2001 were the integration of Newcrest Capital's institutional equities
business, and the completion of a landmark series of cross-border offerings for
TELUS Corporation with total proceeds of $9.2 billion - the largest corporate
financing ever completed by a Canadian issuer.

     TD WATERHOUSE, our self-directed brokerage, opened more than 535,000 new
accounts despite dramatic declines in stock market activity and trading volumes
across the industry. This growth in accounts strengthened our customer base and
is a reflection of the continuing and long-term shift toward individual stock
ownership and self-directed online investing.

     TD WEALTH MANAGEMENT, our asset management, advice and distribution group,
increased assets under management from $112 billion to $119 billion. These gains
came from new institutional mandates and mutual fund sales, demonstrating the
strength of its diverse businesses.

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5 TO OUR SHAREHOLDERS

A CLEAR FOCUS

In this year's annual report we describe our focus on investors, customers and
employees. We believe - and our experience has shown us - that the best way to
run our business profitably is to make sure the interests of all three are
aligned. We're serious about making sure we're serving our customers well, and
about treating our employees the way we want them to treat our customers - both
of which contribute to increasing value for our investors.

     We do this in our retail businesses by following a disciplined, analytical
approach to measuring customer and employee satisfaction, identifying problems
early and solving them as quickly as possible - an approach that's working so
well in our retail banking business that we're expanding it to other areas of
our organization.


A SUCCESSFUL STRATEGY

Keeping focused requires considerable commitment, thought and planning across
all of our businesses and all levels of our organization. Fundamental to this
have been our four strategic imperatives:

- to achieve scale

- to maintain momentum

- to be where banking is going

- to engage in activities that are at least North American in scope.

SCALE

Achieving scale is essential for us because, in our view, without scale it
becomes increasingly difficult to compete both internationally and at home.

     At TD, we build, buy and borrow in order to achieve scale. For example,
we've built scale as a wholesale banker through TD Securities. We've bought
scale through our acquisitions of Waterhouse Investor Services, Canada Trust and
Newcrest Capital. We also continue to borrow scale by outsourcing and teaming up
with other firms.

     Our objective is to achieve scale as quickly as possible, but not at the
expense of our required internal rate of return. We make acquisitions only if
they allow us to be a key player in a market. For example, the acquisition and
launch of TD Newcrest early in the year strengthened TD Securities' position in
institutional equities and investment banking.

                 [PHOTO: Charlie Baillie: left Ed Clark: right]


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6 TO OUR SHAREHOLDERS

MOMENTUM

We gain momentum by working together to find ways to take advantage of the
strengths by each of our businesses.

     For example, now that the integration of TD Canada Trust is virtually
complete, we're able to draw on our large retail banking client base to maintain
our leading position in retail banking and to build our wealth management
business. In addition, buying back the remaining shares of TD Waterhouse Group's
common stock allows us to more closely integrate our wealth management
businesses, simplify our operations and provide us with more flexibility to meet
customer needs.


BE WHERE BANKING IS GOING

Banking is e-commerce. Our e-commerce strategies touch the entire organization,
and we've made great progress this year in our goal to deliver a fully
integrated range of products and services to all of our customers whenever they
want, and through whatever channel they choose.

     Our strength in electronic banking complements our retail branch system in
Canada, allows us to provide banking services to TD Waterhouse in the United
States and enables us to expand into the United Kingdom and other key markets.
This strategy has placed us among the leaders in the industry in electronic
financial services, with 3.5 million online customers in Canada and around the
world.


NORTH AMERICAN IN SCOPE

Growth opportunities in Canada are limited and for us to continue to be
competitive we need to be involved in businesses that are at least North
American in scope. We've already made great strides in self-directed brokerage,
electronic banking and investment banking, and we're building on this to help
expand our presence outside Canada.

     In September we announced a plan to offer banking services to Wal-Mart
customers in the United States through our wholly-owned subsidiary, TD Bank USA,
FSB, a federally chartered savings bank, subject to regulatory approval. We're
planning to offer chequing and savings accounts in as many as 100 Wal-Mart
stores to start, which will help us build a strong U.S. retail customer base.


RESULTS THAT COUNT

Our four strategic imperatives will be more important than ever to guide our
decisions in 2002, which is likely to be another challenging year for the
economy and the markets.

     But in the end it all comes down to people: how effective we are in
ensuring our employees can help their customers keep and grow their business
with us; how disciplined we are in analyzing and making decisions about the
services we provide and the products we offer to ensure that we're building
value for our investors; and how well we adapt when the environment in which we
operate changes.

     The people at TD Bank Financial Group have a history of successfully
adapting to change. We're working together to build the best Canadian-based
financial institution in North America for our customers and employees, and to
make money for our investors.

     This is what matters - and what will set us apart in the years to come.


/s/ A. Charles Baillie          /s/ W. Edmund Clark
----------------------------    --------------------------
A. CHARLES BAILLIE              W. EDMUND CLARK
Chairman and                    President and
Chief Executive Officer         Chief Operating Officer


Toronto
January 24, 2002

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ABOUT TD BANK FINANCIAL GROUP

THEY SAY THAT ORGANIZATIONS ARE MORE THAN THE SUM OF THEIR PARTS, AND THAT'S
CERTAINLY TRUE FOR TD.

We are a personal and commercial bank, a wholesale bank, a self-directed
brokerage and an asset manager advisor and distributor. But we're also much
more. We are a team of over 51,000 people with a shared goal: to be the best
Canadian-based financial institution in North America.

This section of our annual report describes our businesses and their strategies
for success.

It also shows you how we are sharing that success with the communities in which
we work.

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8 ABOUT TD BANK FINANCIAL GROUP

TD CANADA TRUST

TD CANADA TRUST IS CANADA'S LEADING PERSONAL AND COMMERCIAL BANK AS WELL AS THE
INDUSTRY LEADER IN CUSTOMER SERVICE AND ELECTRONIC BANKING.

                       SEE SEGMENTED FINANCIAL RESULTS   PAGE 22

On August 3, 1999 when we announced our acquisition of Canada Trust, we made a
promise to build a better bank for our investors, customers and employees.

     We're pleased to say that when we completed the retail branch conversion of
TD Bank and Canada Trust in August 2001, we put the major integration hurdles
behind us - and behind our customers.

     We now have one suite of products, one brand and one system across Canada
in branches and through ABMs on the web and over the telephone. Our customers
have better branch hours, access to more branches and ABMs, as well as a broader
product line than ever before.

     Our merger with Canada Trust was the largest financial services merger in
Canada and we completed it while increasing operating cash basis net income,
revenue and market share. This remarkable achievement comes as a direct result
of the hard work and dedication of our employees across the country, also the
loyalty and patience of our customers.


MAKING CUSTOMERS COMFORTABLE

As successful as it was, the integration was only the beginning of our promise
to build a better bank. The next step is to create a more comfortable experience
for our customers.

     We've been using our unique Customer Satisfaction Index (CSI) to understand
what our customers need, identify issues early and respond to them quickly.

     Every year we survey more than 278,000 TD Canada Trust customers within 24
hours of their banking experience. We systematically capture the data, measure
it, give feedback to our people, and track and compensate employees on the
results.

     The result this year is a CSI that was only slightly below target (82.1%,
short of our goal of 82.3%). We again ranked #1 in the Canadian Facts 2001
Market Facts CSI Study using the Excellent and Very Good categories. The results
of our customer focus have also been confirmed by an increase in our non-term
deposit market share, which has grown 106 basis points since the August 1999
merger announcement, ranking us first among the major financial institutions in
Canada.

     We'll continue to use CSI as a key measure to help us keep our customers
comfortable during branch mergers in 2002. We've already merged 92 branches,
sold 13 to satisfy Competition Bureau requirements, and are planning to merge
another 148 branches by the end of fiscal 2002.

     We'll continue to work hard over the next year to ensure our customers are
affected as little as possible by the branch mergers. Most merging branches are
within two kilometres of each other. We'll notify customers well in advance,
answer their questions, and if there are problems, fix them quickly and
cheerfully.

INTEGRATION BY NUMBERS

IN AUGUST 2001 WE COMPLETED OUR CONVERSION OF TD BANK AND CANADA TRUST, CREATING
A SINGLE, CONSISTENT BRAND ACROSS THE COUNTRY. THIS TOOK INCREDIBLE HARD WORK
AND DEDICATION BY EVERYONE AT TD BANK FINANCIAL GROUP. HERE ARE SOME NUMBERS TO
GIVE YOU AN IDEA OF THE MAGNITUDE OF THE UNDERTAKING:

-  435 CANADA TRUST BRANCHES CONVERTED TO TD CANADA TRUST SYSTEMS

-  896 TD BRANCHES REBRANDED TO TD CANADA TRUST

-  2,524 ABMS CONVERTED OR REBRANDED

-  2,300,000 PEOPLE NOW BANK ONLINE WITH TD

-  3,662,000 PERSONALIZED COMMUNICATIONS PACKAGES SENT TO CUSTOMERS

-  5,600,000 ACCESS CARDS MAILED TO CUSTOMERS

-  SOME 9,500,000 PERSONAL BANKING RELATIONSHIPS WITH TD

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9 ABOUT TD BANK FINANCIAL GROUP

GIVING EMPLOYEES WHAT THEY NEED

We know we can't ask employees to make customers comfortable unless they have
the knowledge, skills and tools they need. Our first step has been to conduct
surveys and focus groups with employees across the country to find out what we
can do to help them do their jobs better. We're also expanding our measurement
and tracking of employee satisfaction.

     We've built a team of the best people in the industry and we're working
together to find every way possible to make TD Canada Trust the best
Canadian-based personal and commercial bank in North America.

KEY RESULTS

OUR MERGER WITH CANADA TRUST WAS THE LARGEST FINANCIAL SERVICES MERGER IN
CANADA.

THROUGH THIS PROCESS WE HAVE SUCCESSFULLY INCREASED OUR MARKET SHARE IN PERSONAL
NON-TERM DEPOSITS BY 106 BASIS POINTS, RANKING US #1 AMONG THE MAJOR FINANCIAL
INSTITUTIONS IN CANADA.

WE'RE ALSO ON TRACK TO REACH THE OTHER GOALS WE SET IN AUGUST 1999:

- COST MANAGEMENT

- CUSTOMER SATISFACTION

- REVENUE

- MARKET SHARE

[OPERATING CASH BASIS NET INCOME GRAPH $1,090 MILLION APPEARS HERE]

THE BUSINESSES OF TD CANADA TRUST

- TD CANADA TRUST - PROVIDES A FULL RANGE OF FINANCIAL PRODUCTS AND SERVICES TO
  PERSONAL CUSTOMERS ANYWHERE, ANYTIME - THROUGH OUR MORE THAN 1,200 BRANCHES
  THAT OFFER THE BEST BANKING HOURS IN THE COUNTRY, THE TELEPHONE, THE WEB OR
  OUR MORE THAN 2,700 AUTOMATED BANKING MACHINES.

- TD COMMERCIAL BANKING - PROVIDES LENDING, DEPOSIT, SAVINGS AND INVESTMENT
  PRODUCTS TO CANADIAN BUSINESSES, PLUS A FULL RANGE OF DAY-TO-DAY BANKING, CASH
  MANAGEMENT, TRADE AND TREASURY SERVICES.

- TD INSURANCE - PROVIDES AUTO, HOME, LIFE, CRITICAL ILLNESS AND TRAVEL
  INSURANCE DIRECTLY TO INDIVIDUALS AND SMALL BUSINESSES.

- TD MELOCHE MONNEX - PROVIDES AUTO, HOME, TRAVEL AND SMALL BUSINESS INSURANCE
  TO PROFESSIONAL, ALUMNI AND STUDENT ASSOCIATIONS.

- TD WATERHOUSE BANK, N.A. - A LEADING U.S. ELECTRONIC BANK OFFERING A FULL
  SUITE OF PRODUCTS AND SERVICES TO CUSTOMERS IN THE U.S.

- TD WATERHOUSE BANK, N.V. - SUBJECT TO REGULATORY APPROVAL, WILL PROVIDE A
  FULL SUITE OF ELECTRONIC BANKING SERVICES TO CUSTOMERS IN THE UNITED KINGDOM.

- TD BANK USA, FSB - SUBJECT TO REGULATORY APPROVAL, WILL OFFER A SELECTION OF
  FDIC-INSURED CHEQUING AND SAVINGS ACCOUNTS, AS WELL AS CERTIFICATES OF
  DEPOSIT THROUGH IN-STORE FINANCIAL CENTRES IN U.S. WAL-MART STORES. A
  FEDERALLY CHARTERED SAVINGS BANK, TD BANK USA WOULD OFFER THESE SERVICES
  THROUGH AN AGREEMENT WITH WAL-MART STORES, INC.

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10 ABOUT TD BANK FINANCIAL GROUP

TD SECURITIES

TD SECURITIES IS THE WHOLESALE BANKING ARM OF TD BANK FINANCIAL GROUP. WE
PROVIDE FINANCIAL PRODUCTS AND SERVICES TO MEET THE NEEDS OF CORPORATE,
GOVERNMENT AND INSTITUTIONAL CLIENTS.

                        SEE SEGMENTED FINANCIAL RESULTS   PAGE 22


TD Securities is the most profitable wholesale bank in Canada. We know that our
success is linked to our strong client relationships. That's why our focus has
always been on providing innovative, integrated financial and strategic
solutions to a wide range of clients in North America and around the globe.

     The completion of our acquisition of Newcrest Capital, one of Canada's
leading independent investment dealers, enhanced our ability to deliver
outstanding service to our clients, strengthening our position in institutional
equities and investment banking.

     Our clients rely on our ideas, expertise and integrity, especially during
times of market volatility like we've experienced this year. This is reflected
in the key role TD Securities played in many significant transactions in 2001.

     We continued our global leadership in media, telecommunications and
technology, advising Moffat Communications Ltd. in the $1.3 billion acquisition
of Moffat by Shaw Communications, Corus Entertainment Inc. in its $625 million
acquisition of Nelvana Inc., and CGI Group Inc. in its $100 million acquisition
of Star Data Systems Inc.

     We built on our strength and expertise in the utilities industry, acting as
financial advisor to EPCOR Utilities Inc. in its $110 million acquisition of
UtiliCorp Networks Canada, Alberta's retail electricity business, and to The
City of Mississauga in Hydro Mississauga's strategic alliance with Borealis
Energy Corporation, a division of OMERS. Both the EPCOR and the Hydro
Mississauga deals were the first of their kind ever done in Canada.

     We achieved many other successes for our clients in 2001, including:

-  completing a series of landmark financing transactions for TELUS Corporation
   with total proceeds of $9.2 billion, which collectively represent the largest
   corporate financing ever completed by a Canadian issuer

-  advising British Energy in its $3.2 billion lease transaction for certain
   Ontario Power Generation's nuclear plants

-  leading a $650 million structured equity issue for Triax Capital Holdings
   Ltd., structured for the retail investing market

-  leading the issue of $554 million exchangeable debentures in addition to a
   secondary sale of Abitibi-Consolidated shares by Quebecor Inc.

-  co-leading a $600 million 5.7% bond issue by a real estate subsidiary of the
   Ontario Teachers Pension Plan Board

STRENGTH IN DIVERSITY

Despite challenging economic conditions, TD Securities continued to deliver
strong earnings and return on equity on an operating cash basis. Our solid
trading performance in these market conditions are generated mostly from lower
risk activities related to client transactions or market arbitrage
opportunities, and are well-diversified across interest rate, foreign exchange,
credit and equity risks.

     Our improved performance in institutional equity trading and our increase
in market share of equity underwriting reflects the success of our strategic
acquisition of Newcrest Capital. TD Capital, our private equity arm, also
provided a valuable contribution.

     The strength in our core businesses was also supported by good expense
control and prudent management of credit risk in our corporate banking business.
At the end of this year, we restructured to reduce expenses and better position
ourselves for long-term growth.

     These results demonstrate the strength of our strategy to diversify our
businesses across product, geographic and industry sector groups. They also
reflect our ability to identify opportunities that offer sustainable franchise
value, positioning us well to manage the current weaker market conditions.

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11 ABOUT TD FINANCIAL GROUP

CREATING MOMENTUM WITHIN TD BANK FINANCIAL GROUP

Our businesses are highly integrated within TD Bank Financial Group, another key
advantage and one that will continue to offer attractive opportunities to TD
Securities and to our clients.

     We work closely with TD Evergreen, TD Bank Financial Group's full-service
brokerage, and TD Waterhouse, its self-directed brokerage, to offer integrated
products and services. We also work with TD Canada Trust, developing products
for retail banking clients and building relationships with commercial banking
clients.

STRONG RESULTS

-  MOST PROFITABLE YEAR EVER, AND TOPPED ALL OTHER CANADIAN INVESTMENT BANKS IN
   PROFITABILITY

-  DIVERSE PORTFOLIO OF BUSINESSES DRIVING CONSISTENT EARNINGS AND REVENUE
   GROWTH

-  SIGNIFICANT GAINS IN MARKET SHARE IN INSTITUTIONAL EQUITIES, EQUITY AND DEBT
   UNDERWRITINGS, FOREIGN EXCHANGE

[OPERATING CASH BASIS NET INCOME GRAPH $914 MILLION APPEARS HERE]

TD SECURITIES - FIVE KEY AREAS OF EXPERTISE


-  INVESTMENT BANKING - PROVIDES FINANCIAL ADVICE, CAPITAL-RAISING SERVICES AND
   CREDIT TO CLIENTS IN CANADA, THE U.S., EUROPE, ASIA AND AUSTRALIA.

-  DEBT CAPITAL MARKETS - PROVIDES TRADING, SALES AND ORIGINATION OF MONEY
   MARKET, INVESTMENT AND NON-INVESTMENT GRADE FIXED INCOME PRODUCTS AND
   INTEREST RATE AND CREDIT DERIVATIVES FOR CLIENTS IN CANADA, THE U.S., EUROPE,
   ASIA AND AUSTRALIA.

-  INSTITUTIONAL EQUITIES - PROVIDES EQUITY SALES, TRADING, RESEARCH,
   UNDERWRITING AND DISTRIBUTION FROM OFFICES IN CANADA, THE U.S. AND EUROPE.

-  PRIVATE EQUITY - PROVIDES EQUITY AND MEZZANINE CAPITAL TO GROWING
   MIDDLE-MARKET BUSINESSES TO FUND MANAGEMENT BUYOUTS, GROWTH/EXPANSION
   FINANCING, ACQUISITION FINANCING, INDUSTRY CONSOLIDATIONS AND
   RECAPITALIZATIONS.

-  FOREIGN EXCHANGE - PROVIDES FOREIGN EXCHANGE TRADING AND SALES THROUGH
   OFFICES IN CANADA, THE U.S., EUROPE, ASIA AND AUSTRALIA.


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12 ABOUT TD BANK FINANCIAL GROUP

TD WATERHOUSE

TD WATERHOUSE PROVIDES INVESTORS AND FINANCIAL ADVISORS WITH A BROAD RANGE OF
BROKERAGE, MUTUAL FUND, BANKING AND OTHER CONSUMER FINANCIAL PRODUCTS ON AN
INTEGRATED BASIS.

                       SEE SEGMENTED FINANCIAL RESULTS   PAGE 23

Despite an extremely tough environment, this year we added more than 535,000 new
accounts - and we made a profit on an operating cash basis. Seeing so many new
customers embrace online investing during a challenging year is highly
encouraging and reflects the continuing and long-term shift toward individual
stock ownership and self-directed online investing.

     Market declines, lower investor asset values, political uncertainties and
general economic conditions, however, all contributed to significantly lower
trading and margin loan revenues.

     During the year we moved aggressively to cut costs in three ways - through
attrition, restructuring and by enhancing our technology to increase operating
efficiencies.

     Our vision for growth hasn't changed - we're already a world leader in
self-directed investing and we want to be THE global online financial services
firm. This year we continued with our four key growth strategies to help get us
there:

-  expanding core and new growth segments

-  enhancing each customer relationship

-  leveraging technology

-  extending global reach.


GIVING CUSTOMERS TOOLS AND SUPPORT

Our customers tell us that good trading tools and support when they want it are
most important to them. That's why we let customers choose how they want to
access our services - visit our website, use our automated telephone system,
call one of our representatives or visit a branch. Offering customers
leading-edge technology and the ability to consult with a knowledgeable
investment specialist is critical to our business.

     We're continuing to make improvements to enhance the experience of our
customers, increasing the speed and ease of trade execution and offering
integrated products and services.

     A key milestone this year was the acquisition of R.J. Thompson Holdings,
Inc., a direct access brokerage firm that specializes in serving active
investors. We will integrate key elements of R.J. Thompson's technology platform
into our existing offering to create a more robust customer experience for
active traders that will include direct access to market centres and electronic
communications networks (ECNs), as well as automatic updates of account
information.

     We're also excited about offering U.S. customers and our network of
independent financial advisors real-time access to Goldman Sachs PrimeAccess(SM)
Research, an integrated, world-class research and commentary offering from
The Goldman Sachs Group, Inc.

EXPANDING AROUND THE WORLD

We're continuing to expand globally, mostly through key joint ventures in
foreign markets. This year we announced our intent to form a joint venture with
Singapore's DBS Group Holdings Ltd., the largest banking group in Southeast
Asia, to provide self-directed investors in that region with access to a
multi-channel, multi-market, multi-currency, multi-product platform of global
investment services.

     We enhanced online delivery around the world, launching Hong Kong's first
interactive TV trading service, introducing the first wireless service in
Australia to provide investors with market information, and delivering wireless
news and market information in the U.S. and Japan.

     In Canada we launched an online fixed income centre that provides customers
with access to more than 1,000 fixed income and money market products - more
than any other Canadian self-directed broker provides.


DIVERSIFYING OUR REVENUE SOURCES

We're continuing to look for sources of revenue in addition to the income we
earn from our trading, margin lending and fees for assets under management. Two
key strategies are to expand our registered investment advisor business and to
leverage our relationships within TD Bank Financial Group.

     We've done considerable research on what our customers need. This research
has told us that while many of our customers like to manage their investments
themselves, some prefer to work with an advisor. Our customers in the U.S. can
get the advice they need from online tools, branch support or from independent
financial advisors through our AdvisorDirect program. This year we made 3,000
referrals to AdvisorDirect. We provide extensive services and technology to more
than 2,600 independent fee-based financial advisors in the U.S., and to over 25
brokerage firms and 160 investment counselling firms in Canada.

<Page>

13 ABOUT TD BANK FINANCIAL GROUP

     We're continuing to leverage our relationships within TD Bank Financial
Group to expand the banking and mutual fund products we offer to our customers.
We now provide banking services to our customers in the U.S. and Canada, and are
planning to provide them in the U.K.

     We're working with TD Wealth Management to build mutual fund complexes in
our markets around the world. We successfully launched a U.K. fund supermarket
and entered the U.K. retail market with six of our own funds, managed by TD
Asset Management Inc. The supermarket provides customers with access to nearly
400 funds via telephone and the internet. We also launched Europe's first
comprehensive offshore fund supermarket through Internaxx, our joint venture
with Banque Generale du Luxembourg.

     We're continuing to work with TD Securities to develop fixed income and
other investment products for our customer base, and we entered into
market-making in the U.K. as yet another way to diversify our revenue.

KEY RANKINGS

-  ONLINE BROKER OF THE YEAR FOR THE SECOND SUCCESSIVE YEAR IN THE 2001
   YOURBROKER.COM.AU ONLINE BROKER OF THE YEAR AWARDS

-  STOCKBROKER OF THE YEAR AND BEST DEALING ONLY STOCKBROKER IN THE INVESTOR'S
   CHRONICLE U.K. INVESTMENT AWARDS

-  TOP HONOURS FOR THE THIRD YEAR IN A ROW FROM CANADIAN BUSINESS MAGAZINE, IN
   THEIR ANNUAL SELF-DIRECTED BROKER SURVEY

-  RECOGNIZED BY THE GLOBE AND MAIL AS THE BEST ONLINE BROKER IN CANADA IN THEIR
   ANNUAL SURVEY

[NEW ACCOUNTS GRAPH .54 MILLION APPEARS HERE]

MORE ABOUT TD WATERHOUSE

-  TD WATERHOUSE GROUP, INC. - CURRENTLY SERVICES 3.3 MILLION ACTIVE CUSTOMER
   ACCOUNTS IN THE UNITED STATES, CANADA, THE UNITED KINGDOM AND AUSTRALIA. THE
   FIRM ALSO HAS JOINT VENTURES IN JAPAN, INDIA, HONG KONG AND LUXEMBOURG TO
   SERVE INVESTORS IN THOSE COUNTRIES. TD WATERHOUSE GROUP, INC. PROVIDES
   INVESTORS AND FINANCIAL ADVISORS WITH A BROAD RANGE OF BROKERAGE, MUTUAL
   FUND, BANKING AND OTHER CONSUMER FINANCIAL PRODUCTS ON AN INTEGRATED BASIS.
   TD WATERHOUSE IS WHOLLY-OWNED BY TD BANK AS OF NOVEMBER 26, 2001.

-  TD WATERHOUSE INSTITUTIONAL SERVICES - PROVIDES COMPREHENSIVE FINANCIAL
   SERVICES TO OVER 2,600 FEE-BASED INDEPENDENT FINANCIAL ADVISORS IN THE U.S.,
   WHOSE CLIENTS ACCOUNT FOR APPROXIMATELY 15% OF TD WATERHOUSE'S U.S. CUSTOMER
   ASSETS. FOR 10 YEARS, TD WATERHOUSE INSTITUTIONAL SERVICES HAS PROVIDED
   ADVISORS AND THEIR CLIENTS WITH WORLD-CLASS SERVICE, CUTTING-EDGE TECHNOLOGY
   AND A COMPREHENSIVE OFFERING OF PRODUCTS AND SERVICES, ALL AT A VERY LOW
   COST.

<Page>

14 ABOUT TD BANK FINANCIAL GROUP

TD WEALTH MANAGEMENT

TD WEALTH MANAGEMENT IS ONE OF CANADA'S LARGEST ASSET MANAGERS, ADVISORS AND
DISTRIBUTORS OF INVESTMENT PRODUCTS, MANAGING MORE THAN $119 BILLION FOR RETAIL
AND INSTITUTIONAL CLIENTS AROUND THE WORLD.

                       SEE SEGMENTED FINANCIAL RESULTS   PAGE 23

We offer investment products, advice and investment management services to
pension funds, corporations, institutions, endowments, foundations, high net
worth individuals and retail clients.

     We're happy to report that, despite disappointing equity markets, our
overall assets under management grew last year by 6.4%. This growth reflects our
balanced strategy to build high-quality products that meet the needs of retail
and institutional investors and to leverage the strength of our in-house
distribution channels.

GIVING RETAIL CUSTOMERS WHAT THEY WANT

We're committed to understanding what people are concerned about when they're
investing for the future and to helping them meet their goals with a diversified
choice of mutual funds and individually tailored investment services.

     We continued to build our business this year through two important
distribution channels: TD Canada Trust and TD Waterhouse. We worked with TD
Canada Trust to help simplify processes for selling wealth management products
and to develop a referral program. We continued to expand internationally by
creating strong partnerships with TD Waterhouse around the world to build a
mutual fund distribution network and to launch proprietary mutual funds.

     We broadened our distribution of TD Mutual Funds to broker-dealers and
financial planners, and we reached the $1 billion mark in assets under
management in our advisor series of TD Mutual Funds. Over the past year, two
thirds or 58% of our mutual funds performed above average. We also increased the
number of financial planners we have in retail bank branches to 175.

     TD Evergreen, our full-service brokerage, continues to recruit top
investment advisors. This year, TD Evergreen introduced innovative technology
that gives investment advisors an integrated tool to help them manage their
client relationships.

     TD Private Investment Counsel became one of Canada's largest private client
investment counseling firms when TD Private Investment Management and CT Private
Investment Counsel were combined on October 31, 2000.


GROWING OUR INVESTMENT MANAGEMENT BUSINESS

We are Canada's largest index and quantitative manager, with over $47 billion in
assets under management at TD Quantitative Capital. Our assets under management
continued to grow this year, and we launched several enhanced products in the
institutional and retail markets.

     TD Private Investment Counsel, TD Private Asset Management and TD Harbour
Capital together manage more than $9 billion in assets, making us Canada's
largest high net worth manager.

[ASSETS UNDER MANAGEMENT GRAPH $119.5 BILLION APPEARS HERE]

KEY RANKINGS

-  #1 IN MUTUAL FUND SALES IN CANADA DURING FISCAL 2001

-  #5 MUTUAL FUND COMPANY IN CANADA

-  NAMED FUND COMPANY OF THE YEAR BY TOP FUNDS 2002 GUIDE

-  #1 INDEX AND QUANTITATIVE MANAGER IN CANADA
   #2 ASSET MANAGER IN CANADA
   #1 HIGH NET WORTH MANAGER IN CANADA

-  ONE OF THE LARGEST COMPLEXES OF FOUR AND FIVE STAR MORNINGSTAR RATED FUNDS IN
   CANADA, WITH 22 FUNDS AS OF OCTOBER 31, 2001


THE BUSINESSES OF TD WEALTH MANAGEMENT

RETAIL DISTRIBUTION

-  DOMESTIC MUTUAL FUNDS

-  INTERNATIONAL MUTUAL FUNDS

-  TD EVERGREEN

-  TD PRIVATE INVESTMENT COUNSEL

-  ESTATES AND TRUSTS

-  PRIVATE BANKING

-  FINANCIAL PLANNING

INVESTMENT MANAGEMENT

-  PORTFOLIO MANAGEMENT AND RESEARCH

-  TD QUANTITATIVE CAPITAL

-  LANCASTER INVESTMENT COUNSEL

-  TD PRIVATE ASSET MANAGEMENT

-  LANCASTER TRADING GROUP

-  TD HARBOUR CAPITAL

-  WATERHOUSE ASSET MANAGEMENT

<Page>

15 ABOUT TD BANK FINANCIAL GROUP

OUR COMMUNITIES

At TD Bank Financial Group our Community Giving Program invests in the future of
our communities through programs focused on children and the environment.

     As an Imagine Caring Company, we are committed to giving a minimum of 1% of
our annual domestic pre-tax profits on an operating cash basis to Canadian
charities.

     In 2001, TD contributed $19.25 million to charitable organizations and
programs in communities across Canada, making us one of the largest corporate
contributors in the country.

     As part of our mandate, we support causes that are important to our
customers and our employees. Our emphasis is on programs that have the greatest
possible impact on local communities and on the lives of children.

     While we support a host of local, regional and national children's programs
across Canada through direct donations, sponsorships, gifts-in-kind and employee
volunteers, we focus our giving on four main programs: TD Friends of the
Environment Foundation, TD Canadian Children's Book Week, Children's Miracle
Network and TD Canada Trust Scholarships for Outstanding Community Leadership.

TD FRIENDS OF THE ENVIRONMENT FOUNDATION

TD PROMOTES A HEALTHY ENVIRONMENT FOR CANADIANS THROUGH OUR TD FRIENDS OF THE
ENVIRONMENT FOUNDATION.

THIS UNIQUE NON-PROFIT PROGRAM INVOLVES CUSTOMERS, EMPLOYEES AND TD IN SUPPORT
OF ENVIRONMENTAL INITIATIVES. SINCE ITS INCEPTION IN 1990, TD FRIENDS OF THE
ENVIRONMENT FOUNDATION HAS PROVIDED MORE THAN $27 MILLION TO FUND MORE THAN
11,000 ENVIRONMENTAL PROJECTS.

TD CANADIAN CHILDREN'S BOOK WEEK

TD ENCOURAGES CHILDREN TO READ BY SPONSORING TD CANADIAN CHILDREN'S BOOK WEEK.

CREATED WITH THE CANADIAN CHILDREN'S BOOK CENTRE, THE PROGRAM HOSTS
PRESENTATIONS AND WORKSHOPS BY CANADIAN CHILDREN'S AUTHORS AND ILLUSTRATORS AT
LOCAL LIBRARIES AND SCHOOLS ACROSS CANADA. THIS YEAR, TD GAVE A STORYBOOK CALLED
YOUNG AUTHORS' DAY AT POKEWEED PUBLIC SCHOOL BY JOHN BIANCHI TO OVER 425,000
GRADE ONE STUDENTS IN CANADA.

CHILDREN'S MIRACLE NETWORK

TD PROMOTES THE HEALTH OF CHILDREN BY SPONSORING THE CHILDREN'S MIRACLE NETWORK,
A NETWORK OF HOSPITALS SERVING OVER TWO MILLION CHILDREN ACROSS CANADA EACH
YEAR.

THIS YEAR, CUSTOMERS AND EMPLOYEES RAISED OVER $1.2 MILLION FOR CHILDREN'S
MIRACLE NETWORK HOSPITALS AND FOUNDATIONS.

TD CANADA TRUST SCHOLARSHIPS FOR OUTSTANDING
COMMUNITY LEADERSHIP

TD HELPS CANADA'S YOUTH ACHIEVE THEIR GOALS BY HONOURING 20 EXCEPTIONAL HIGH
SCHOOL STUDENTS EVERY YEAR WITH A SCHOLARSHIP BASED ON THEIR OUTSTANDING
COMMUNITY LEADERSHIP.

EACH SCHOLARSHIP IS VALUED AT UP TO $50,000 AND INCLUDES FULL TUITION FOR UP TO
FOUR YEARS OF STUDY, $3,500 PER YEAR TOWARD LIVING EXPENSES AND GUARANTEED
SUMMER EMPLOYMENT AT TD CANADA TRUST.


<Page>

TD Canada Trust

[PHOTO]


<Page>

17 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

This section of our annual report tells you how TD Bank Financial Group and each
of our businesses performed in 2001.

Management's discussion and analysis of operating performance (MD&A) gives you
management's perspective on the economy, our performance this year, and how we
manage risk and capital.

We measure and evaluate our performance by looking at our operating cash basis
net income, total revenues and expenses. The sections about performance tell you
about our key measures and how our performance as a whole and in each of our
businesses has changed over time.

How we manage risk and capital is critical to our overall performance. MANAGING
RISK describes the infrastructure we have in place to deal with the different
risks our businesses face. MANAGING CAPITAL explains how we provide the capital
needed to maintain the confidence of investors and depositors, and provide our
common shareholders with a satisfactory return.

The information in the MD&A can help you put our consolidated financial
statements in context. The consolidated financial statements appear in Financial
results, starting on PAGE 41.

MANAGEMENT'S DISCUSSION AND
ANALYSIS OF OPERATING PERFORMANCE

page 18        HOW WE PERFORMED
page 21        Our outlook for the economy
page 22        HOW OUR BUSINESSES PERFORMED
page 22        TD Canada Trust
page 22        TD Securities
page 23        TD Waterhouse
page 23        TD Wealth Management
page 24        MANAGING RISK
page 24        Credit risk
page 26        Market risk
page 27        Asset liability management
page 28        Liquidity risk
page 29        Operational risk
page 30        MANAGING CAPITAL
page 32        SUPPLEMENTARY INFORMATION

FINANCIAL RESULTS

page 41        CONSOLIDATED FINANCIAL STATEMENTS
page 41        Financial reporting responsibility
page 41        Auditors' report to the shareholders
page 42        Consolidated balance sheet
page 43        Consolidated statement of income
page 44        Consolidated statement of changes in shareholders' equity
page 45        Consolidated statement of cash flows
page 46        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
page 75        PRINCIPAL SUBSIDIARIES
page 77        REPORTED QUARTERLY RESULTS
page 78        TEN-YEAR STATISTICAL REVIEW

This annual report may contain forward-looking statements, including statements
regarding the business and anticipated financial performance of TD. These
statements are subject to a number of risks and uncertainties that may cause
actual results to differ materially from those contemplated by the
forward-looking statements. Some of the factors that could cause such
differences include legislative or regulatory developments, competition,
technological change, global capital market activity, interest rates, changes in
government and economic policy, inflation and general economic conditions in
geographic areas where TD operates. These and other factors should be considered
carefully and undue reliance should not be placed on TD's forward-looking
statements. TD does not undertake to update any forward-looking statement.

<Page>

18 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

HOW WE PERFORMED

NET INCOME

IN ITS SIMPLEST TERMS, NET INCOME IS THE "BOTTOM LINE" - ALL OF OUR REVENUES,
LESS ALL OF OUR EXPENSES, LOAN LOSSES AND INCOME TAXES.

Reported net income applicable to common shareholders was $1,300 million in
2001, compared with $969 million in 2000 and $2,938 million in 1999. Reported
earnings per share were $2.07 in 2001 compared to $1.56 in 2000 and $4.90 in
1999.

     For purposes of reviewing and analyzing our performance, we focus on
operating cash basis results. This means we exclude items that we don't consider
to be part of our normal operations. Operating cash basis results are presented
on this basis in order to provide a meaningful year-over-year comparison of our
performance.

     Operating cash basis results don't include restructuring costs related to
acquisitions and significant business restructuring initiatives (TD Securities
in the fourth quarter 2001, TD Waterhouse in the third quarter 2001, Newcrest in
the first quarter 2001 and Canada Trust in the second quarter 2000), the effects
of future tax rate reductions on future tax balances in the first and third
quarter 2001, the net effect of real estate gains and general allowance
increases in the first and second quarter 2001 and the gain on sale of TD
Waterhouse Group, Inc. and Knight/Trimark in 1999. These results also don't
include the after-tax impact of goodwill and other purchase-related intangible
amortization.

               SEE SUPPLEMENTARY INFORMATION   PAGE 32, TABLES 1 & 2


     Operating cash basis net income was $2,158 million in 2001, an increase of
7% from 2000. Operating cash basis net income was $2,018 million in 2000, an
increase of 37% from 1999. Despite challenging economic conditions, TD Bank
Financial Group had a solid performance in 2001, resulting from contributions
from TD Canada Trust and TD Securities.

     Operating cash basis earnings per share were $3.31 in 2001 compared to
$3.16 in 2000 and $2.39 in 1999. Operating cash basis return on total common
equity was 18% for 2001, compared to 18% in 2000 and 17% in 1999.

[OPERATING CASH BASIS NET INCOME BY MAJOR BUSINESS SEGMENTS GRAPH APPEARS HERE]

[OPERATING CASH BASIS RETURN ON ECONOMIC CAPITAL GRAPH APPEARS HERE]

     Our total economic profit was $685 million in 2001, up from $639 million in
2000. Beginning in fiscal 2000 we have utilized economic profit as a tool to
measure shareholder value. Economic profit is our operating cash basis net
income applicable to common shareholders after providing a charge for economic
capital. For 2001 and 2000, the rates applied for each of our businesses were
11% for TD Canada Trust, 13% for TD Securities, 15% for TD Waterhouse and 11%
for TD Wealth Management. The economic capital for each business includes a
portion of the regulatory capital required for goodwill and net intangible
assets, so that all of our common equity is allocated to our business segments.


NET INTEREST INCOME (TEB)

WE CALCULATE NET INTEREST INCOME BY ADDING THE INTEREST AND DIVIDENDS WE EARN
FROM LOANS AND SECURITIES, AND SUBTRACTING THE INTEREST WE PAY ON DEPOSITS AND
OTHER LIABILITIES.

     IT'S CALCULATED ON A TAX EQUIVALENT BASIS (TEB), WHICH MEANS THAT THE VALUE
OF NON-TAXABLE OR TAX-EXEMPT INCOME SUCH AS DIVIDENDS IS ADJUSTED TO ITS
EQUIVALENT BEFORE TAX VALUE. THIS ALLOWS US TO MEASURE INCOME FROM ALL
SECURITIES AND LOANS CONSISTENTLY AND MAKES FOR A MORE MEANINGFUL COMPARISON OF
NET INTEREST INCOME WITH OTHER INSTITUTIONS.

             SEE SUPPLEMENTARY INFORMATION   PAGE 33, TABLES 3, 4 & 5


Net interest income (TEB) increased by $832 million or 22% in 2001 to $4,636
million.

[NET INTEREST INCOME GRAPH APPEARS HERE]

AVERAGE EARNING ASSETS

The increase in net interest income was partly due to an 8% growth in average
earning assets. The increase in average earning assets primarily reflects strong
growth in trading activities at TD Securities. Average trading securities grew
by $10 billion or 16% to $70 billion. Although these assets have a

<Page>

19 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

much lower margin than loan products, they contribute to net interest income and
have minimal credit risk, making them less capital intensive.

     Interest expense related to interest-bearing liabilities remained
relatively flat. Interest expense on deposits decreased by $510 million or 6%
but was offset by an increase of $503 million or 51% in interest expense
related to obligations for securities sold short and for securities sold
under repurchase agreements.

NET INTEREST RATE MARGIN

Net interest rate margin measures net interest income (TEB) as a percentage of
average earning assets. In 2001 our overall margin increased 20 basis points to
1.83%. The increase can be attributed to two factors:

-  personal loan volumes. TD Canada Trust's personal loan volumes, excluding
   securitizations, increased by $3 billion and its net interest margin improved
   by 4 basis points to 3.38%. In addition, TD Canada Trust's results for fiscal
   2001 include the full year impact of Canada Trust, compared with nine months
   in fiscal 2000.


-  growth in trading activities. An increased level of interest income from
   trading activity at TD Securities resulted in an increase in total net
   interest income. Changes in the composition of trading securities can have an
   impact on net interest income related to trading securities.

            SEE SUPPLEMENTARY INFORMATION   PAGE 33, TABLES 4, 5, 6, 7

OTHER INCOME

OTHER INCOME REPRESENTS ALL OF OUR INCOME OTHER THAN NET INTEREST INCOME.
SOURCES OF OTHER INCOME INCLUDE REVENUES FROM TRADING ACTIVITIES, BROKERAGE
FEES, MUTUAL FUND MANAGEMENT FEES, SERVICE FEES, INCOME FROM SECURITIZED LOANS
AND OTHER REVENUE.

               SEE SUPPLEMENTARY INFORMATION   PAGE 34, TABLES 6 & 7


Reported other income was $6,447 million in 2001, an increase of $47 million or
..7% from 2000. After excluding investment real estate gains, other income was
$6,097 million for the year, a decrease of $303 million or 5% from 2000. During
the year, we completed the sale of certain investment real estate assets for a
pre-tax gain, net of deferrals, of $350 million.

     The decline in other income reflects a significant decrease in
self-directed brokerage revenues from TD Waterhouse of $519 million or 34%. This
decrease reflects a 38% drop in average trades per day to 116,000 from 188,000 a
year ago.

[OTHER INCOME GRAPH APPEARS HERE]

     TD Securities performed well, considering the challenging capital markets
environment. While trading income reported in other income increased by only $93
million or 8% in 2001, trading-related income in TD Securities (the total of
trading income reported in other income and the net interest income on trading
positions reported in net interest income) increased by $599 million or 64% in
2001 to $1,537 million.

     Underwriting fees increased by $59 million or 52% to $173 million. This
increase reflected additional income from bond and equity underwriting
activities.

     Offsetting the increases in trading income and underwriting fees were
declines in net investment securities gains and corporate credit fees. Net
investment securities gains decreased by $166 million or 43% in 2001. The market
value surplus over book value of our equity investment securities portfolio was
$330 million compared to $736 million last year. Revenues from corporate credit
fees declined by $137 million or 32% in 2001, reflecting the slowing economy and
a more difficult loan syndications market.

     Retail banking was a strong contributor to other income. Insurance revenues
reached $326 million, up $128 million or 65% from last year. Income from loan
securitizations increased by $36 million or 15%. Card services, retail credit
fees and service fees were up $159 million or 19%, reflecting growth in business
and a full year's results for Canada Trust compared to nine months for 2000.

     Growth in assets under management at TD Wealth Management contributed to an
11% increase in mutual fund management fees, which reached $502 million,
compared to $452 million last year.

EXPENSES

EXPENSES INCLUDE NON-INTEREST EXPENSES, SUCH AS SALARIES, OCCUPANCY AND
EQUIPMENT COSTS, AND OTHER OPERATING EXPENSES.

                   SEE SUPPLEMENTARY INFORMATION   PAGE 35, TABLE 8


Reported expenses increased by $527 million or 6% to $8,654 million in 2001.
Total operating cash expenses (excluding ongoing non-cash goodwill and
purchase-related intangible amortization and restructuring costs) increased by
$618 million or 10% to $6,925 million in 2001.

     In fiscal 2001, the impact of non-cash goodwill and purchase-related
intangible amortization on our reported expenses was $1,490 million, compared to
$1,345 million a year ago. The increase in 2001 reflects a full year of goodwill
and intangible amortization from the Canada Trust acquisition, compared with
nine months in 2000. On an after-tax basis, however, the increase in goodwill
and intangible amortization was offset by future income tax benefits related to
federal and

<Page>

20 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

provincial tax rate reductions. As a result, the after-tax impact of goodwill
and intangible amortization for 2001 was $629 million, compared to $722 million
a year ago.

     Beginning in fiscal 2002, we will no longer amortize goodwill because we
are adopting the new accounting standard on goodwill and other intangible
assets.

       SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   PAGE 74, NOTE 21


     During the fourth quarter of fiscal 2001, TD Securities announced a
restructuring of its operations, which resulted in pre-tax restructuring costs
of $130 million, primarily related to employee severance. In fiscal 2001, we
also incurred pre-tax restructuring costs of $54 million related to TD
Waterhouse and $55 million related to the acquisition of Newcrest. Last year we
incurred pre-tax restructuring costs of $475 million related to the acquisition
of Canada Trust.

[NON-INTEREST EXPENSES GRAPH APPEARS HERE]

     Salaries and employee benefits increased by $309 million, accounting for a
5% increase in total operating cash expenses. Approximately 2% of the 5%
increase related to higher performance-driven compensation tied to TD
Securities' strong results, and TD Canada Trust contributed 1.4% of the 5%
increase in expenses, reflecting an increase in the number of employees needed
to support the retail branch conversions and higher business activity at TD
Canada Trust. An increase in salaries and employee benefits at TD Wealth
Management was offset by a decrease in salaries and employee benefits at TD
Waterhouse. The decrease at TD Waterhouse largely reflected a reduction in
full-time equivalent staff to 5,992 from 8,319 a year ago, evidencing the
results of the TD Waterhouse restructuring initiatives.

     Occupancy and equipment costs increased by $189 million or 3% of the
overall 10% increase in total operating cash expenses compared to a year ago. TD
Waterhouse occupancy and equipment costs increased by $47 million, reflecting
its continued investment in technology in North America and abroad. The
remaining increase in occupancy and equipment costs was mainly due to a full
year's results for Canada Trust, compared with nine months in 2000, and growth
in business activity at TD Canada Trust.

     An increase in professional and advisory fees as well as higher capital and
business taxes accounted for a further 1% of the overall increase in expenses.
These professional and advisory fees were mostly from ongoing technology
projects in TD Bank Financial Group.

EFFICIENCY RATIO

THE EFFICIENCY RATIO MEASURES THE EFFICIENCY OF OUR OPERATIONS. IT'S CALCULATED
BY TAKING EXPENSES (EXCLUDING NON-CASH GOODWILL AND PURCHASE-RELATED INTANGIBLE
AMORTIZATION AND RESTRUCTURING COSTS) AS A PERCENTAGE OF TOTAL REVENUE
(EXCLUDING SPECIAL ITEMS). THE LOWER THE PERCENTAGE, THE GREATER THE EFFICIENCY.

                   SEE SUPPLEMENTARY INFORMATION   PAGE 35, TABLE 8


In 2001, our year-over-year expense growth of 10% exceeded the total revenue
growth of 5%. As a result, our overall efficiency ratio on an operating cash
basis weakened to 64.5% from 61.8%.

     Because each of our businesses have different target efficiency ratios, a
shift in our business mix affects our consolidated efficiency ratio. That's why
we believe the efficiency ratio is a more relevant measure for TD Canada Trust,
which achieved an efficiency ratio of 60% compared to 61% a year ago, after
excluding non-cash items and funding costs for the acquisition of Canada Trust.
Our goal is to have an efficiency ratio of 58% for TD Canada Trust in 2003
(after integration).

[OPERATING CASH BASIS EFFICIENCY RATIO GRAPH APPEARS HERE]

A WORD ABOUT TAXES

Service industries - particularly financial services firms - have been the most
heavily taxed in Canada, and capital taxes have been a significant element of
this taxation. Supplementary table 9 on page 36 lists the various taxes we've
paid over the past five years.

     This year, the federal, Ontario and Alberta governments enacted substantial
corporate income tax rate reductions to take effect over a number of years.
Other provinces introduced smaller reductions. As a result, the future tax
liability related to intangible assets was reduced by $290 million and the net
amount of other future tax assets and liabilities was reduced by $75 million,
for a net reduction of $215 million credited to the provision for income taxes.

     Alberta also eliminated the taxation of capital for financial institutions.
Ontario introduced a small reduction while Quebec announced plans to reduce
capital tax in the future. If the corporate tax reductions are maintained,
Canadian income tax rates on service industries will be in line with tax rates
on other Canadian industries.

     Our effective tax rate (TEB) on an operating cash basis was 31% in 2001
compared to 39% a year ago. The decrease in the effective tax rate reflected
changes in our business mix, the sale

<Page>

21 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

of real estate and the introduction of lower statutory tax rates in Canada. If
the downward trend on capital taxes continues, financial services firms will be
taxed on a basis that's similar to the rest of the world and that would make
Canada a more attractive place to do business.

     Our total tax rate will always differ from Canadian rates because we pay
taxes in many jurisdictions. Our accounting effective tax rate was substantially
affected by items related to purchase-related intangibles. A full reconciliation
is set out on page 59.

BALANCE SHEET

                        SEE CONSOLIDATED BALANCE SHEET   PAGE 42


Total assets were $288 billion at the end of the year, up $23 billion or 9% from
a year ago. Higher securities volumes from securities purchased under resale
agreements and from investment and trading contributed $18 billion or 7% of the
increase in total assets.

   Personal loans, including securitizations, declined by $4 billion. This
decrease reflects a $7 billion drop in TD Waterhouse margin loans. The decrease
was somewhat offset by the strong performance in the personal loan portfolio at
TD Canada Trust, which increased by $3 billion in 2001. Residential mortgages,
including securitizations, increased by $4 billion or 6% from a year ago.

     Personal non-term deposits grew by $7 billion or 18% in 2001 to $46
billion, with TD Waterhouse accounting for $2.8 billion of this increase.
Personal term deposits decreased by $4 billion or 7%, while wholesale deposits
and securities sold short and under repurchase agreements increased by $16
billion or 18% to fund the increased trading securities volumes.


OUR OUTLOOK FOR THE ECONOMY

SOME KEY TERMS

-  FISCAL POLICY - MANAGING ECONOMIC ACTIVITY THROUGH CHANGES IN GOVERNMENT TAX
   AND SPENDING.

-  GDP - GROSS DOMESTIC PRODUCT, OR THE TOTAL VALUE OF ALL GOODS AND SERVICES
   PRODUCED IN A COUNTRY DURING A GIVEN YEAR.

-  MONETARY POLICY - MANAGING ECONOMIC ACTIVITY BY CONTROLLING THE SUPPLY OF
   MONEY AND CREDIT. ONE WAY IS BY CENTRAL BANKS INFLUENCING SHORT-TERM INTEREST
   RATES.

The performance of the Canadian and U.S. economies in 2002 will be largely
shaped by monetary and fiscal policies aimed at stimulating consumer and
business spending - policies that were implemented before and after the
terrorist attacks on September 11, 2001.


THE ECONOMY WAS SLOWING IN 2001

It became apparent early in 2001 that the Canadian and U.S. economies were
rapidly slowing. Manufacturing and business investment were the most affected.
Consumers for the most part maintained their spending and single-handedly kept
both economies growing.

     The U.S. Federal Reserve and the Bank of Canada moved quickly to counteract
the slowdown with a series of interest rate cuts, beginning in January and
continuing throughout the year.

     As the weakness in the business sectors continued, many companies began to
shed labour to bring costs in line with reduced production and sales. Concern
began to mount that consumers would not continue to carry the two economies on
their own, despite personal tax cuts made in Canada early in the year and in the
United States in the summer.

AND THEN SEPTEMBER 11 HAPPENED

The initial effect of the attacks in New York and Washington on September 11 was
to stop much economic activity and to sharply slow the rest. This reaction was
large enough to push the two economies from very little growth to contraction in
the July to September period.

Both countries responded by cutting interest rates and increasing spending:

-  The Federal Reserve and the Bank of Canada each cut interest rates just
   before the financial markets reopened and made additional cuts during the
   rest of the year.

-  The Canadian government stepped up spending on security, defence, the
   Canada-U.S. border, and a few other areas, amounting to about .3 percent of
   Gross Domestic Product (GDP).

-  The U.S. government put together a much larger package that included spending
   related to the destroyed areas in New York and Washington, security and the
   military.

     Most economic activities resumed in the weeks following the attacks, but
it was not enough to overcome the loss of business and consumer confidence.
As a result, both economies are estimated to have contracted in the October to
December period.

     Although the statistical change from July to December was quite small -
from very slow growth to a relatively modest contraction - it meant that both
economies technically moved into recession.

WHAT IT MEANS FOR 2002

The basic fabric of the Canadian and U.S. economies was not damaged by the
September 11 attacks. But the attacks struck a blow to consumer and business
confidence at a time when the two economies were still fragile.

     The positive effects of expansionary monetary and fiscal policies and
renewed confidence should get these economies back on track. Confidence,
however, will be strongly influenced by geo-political events. If confidence
improves, modest growth should resume in the January to March period. If, as
expected, momentum builds throughout the year, both economies should be
expanding at annualized rates of 3 percent or more by July 2002.

     Inflation is not expected to rise above the explicit 1 to 3 percent annual
increase targeted by the Bank of Canada and the 2.5 percent implicitly targeted
by the Federal Reserve. Both central banks are expected to begin to move
monetary policy to a more neutral stance, beginning after June of 2002. This
will involve a series of interest rate increases throughout the remainder of
2002 and into 2003.


<Page>

22 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

HOW OUR BUSINESSES PERFORMED

TD CANADA TRUST

TD Canada Trust had strong growth in operating cash basis earnings while
successfully completing the integration of virtually all elements of TD and
Canada Trust. Revenue grew by 10% on a pro forma basis (after adjusting for the
acquisition of Canada Trust at the beginning of fiscal 2000) because of strong
growth in loans, chequing and savings accounts, as well as a 13 basis point
improvement in the net interest margin to 3.38%.

     Expenses increased this year mainly due to the cost of converting the
retail branches to a common brand and systems platform. This included
preparation costs, as well as the cost of increased staffing, training, customer
communication and re-branding. However, we remain on track to meet the expense
targets in the integration plan.

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                             2001        2000       1999
-------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>         <C>        <C>
Net interest income (TEB)                                                       $3,951      $3,265     $2,198
Other income                                                                     1,688       1,438        835
-------------------------------------------------------------------------------------------------------------
Total revenue                                                                    5,639       4,703      3,033
Provision for credit losses                                                        380         332        154
Non-interest expenses excluding non-cash goodwill/intangible amortization        3,467       2,944      2,005
-------------------------------------------------------------------------------------------------------------
Net income before taxes                                                          1,792       1,427        874
Income taxes (TEB)                                                                 702         602        375
-------------------------------------------------------------------------------------------------------------
NET INCOME - OPERATING CASH BASIS                                               $1,090      $  825     $  499
                                                                                ======      ======     ======
SELECTED VOLUMES AND RATIOS
Average loans and customers' liability under acceptances (billions of           $   91      $   81     $   61
  dollars)
Average deposits (billions of dollars)                                              97          86         54
Economic profit                                                                    369         213
Full-time equivalent staff at October 31                                        27,019      24,879     13,978
Operating cash basis return on economic capital(1)                                  29%         24%        21%
Operating cash basis efficiency ratio(1)                                            60%         61%        66%
                                                                                -----------------------------
</Table>

(1) Excludes Canada Trust acquisition funding costs.



TD SECURITIES

TD Securities had its most profitable year ever. We continued our record of
consistent growth in revenues and earnings, and made important gains in market
share in products such as institutional equities, equity and debt underwritings,
and foreign exchange.

     We achieved these results despite increased provision for credit losses and
a general slowdown in capital markets and credit activity.

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                             2001        2000       1999
-------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>         <C>        <C>
Net interest income (TEB)                                                       $  886      $  428     $  806
Other income                                                                     2,251       2,295      1,595
-------------------------------------------------------------------------------------------------------------
Total revenue                                                                    3,137       2,723      2,401
Provision for credit losses                                                        327         210         76
Non-interest expenses excluding non-cash goodwill/intangible amortization        1,368       1,189      1,028
-------------------------------------------------------------------------------------------------------------
Net income before taxes                                                          1,442       1,324      1,297
Income taxes (TEB)                                                                 528         546        550
-------------------------------------------------------------------------------------------------------------
NET INCOME - OPERATING CASH BASIS                                               $  914      $  778     $  747
                                                                                ======      ======     ======
SELECTED VOLUMES AND RATIOS
Average loans and customers' liability under acceptances (billions of           $   29      $   28     $   30
  dollars)
Economic profit                                                                    369         311
Full-time equivalent staff at October 31                                         2,728       2,500      2,302
Operating cash basis return on economic capital(1)                                  23%         22%        18%
Operating cash basis efficiency ratio(1)                                            44%         44%        44%
                                                                                -----------------------------
</Table>

(1) Excludes special securities items in 1999.


<Page>

23 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

TD WATERHOUSE

Fiscal 2001 was an extremely difficult year for TD Waterhouse. The significant
decline in market price levels and stock market activity, which began in the
second half of fiscal year 2000, continued throughout 2001. This contributed to
a continuing decline in revenue and the reduction in year-over-year net income,
despite our significant progress in reducing costs through PROJECT 200 (a plan
to reduce costs and increase revenues), and our restructuring and revenue
enhancement initiatives. During the year, however, we opened 535,000 new
accounts and executed an average of 116,300 trades a day. Despite the downturn,
we remain committed to strategic investments in our brand and technology to
improve our customers' experience and our operational efficiency over the long
term.

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                             2001        2000       1999
-------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>         <C>        <C>
Net interest income (TEB)                                                       $  400      $  538     $  308
Other income                                                                     1,216       1,746      1,180
-------------------------------------------------------------------------------------------------------------
Total revenue                                                                    1,616       2,284      1,488
Non-interest expenses excluding non-cash goodwill/intangible amortization        1,508       1,679      1,094
-------------------------------------------------------------------------------------------------------------
Net income before taxes                                                            108         605        394
Income taxes (TEB)                                                                  54         250        165
Non-controlling interest                                                             6          36          5
-------------------------------------------------------------------------------------------------------------
NET INCOME - OPERATING CASH BASIS                                               $   48      $  319     $  224
                                                                                ======      ======     ======
SELECTED VOLUMES AND RATIOS
Total customer assets (billions of dollars)                                     $  199      $  242     $  182
Economic profit (loss)                                                           (119)         179
Full-time equivalent staff at October 31                                         5,992       8,319      6,123
Operating cash basis return on economic capital(1)                                   7%         54%        17%
Operating cash basis efficiency ratio(1)                                            93%         74%        74%
                                                                                -----------------------------
</Table>

(1) Excludes special items of TD Waterhouse in 1999 and 2001.

TD WEALTH MANAGEMENT

TD Wealth Management continued to build total assets under management this year
to a record $119 billion. Our customer base of retail, high net worth and
institutional clients continued to grow despite a very challenging environment
characterized by poorly performing equity markets and the slowing economy.

     The decline in overall profitability can be attributed to declining
full-service brokerage activity, a shift in overall assets to money market from
equity assets, and strategic investments in our global funds and financial
planning initiatives.

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                             2001        2000       1999
-------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>         <C>        <C>
Net interest income (TEB)                                                       $   80      $   66     $   48
Other income                                                                       618         633        379
-------------------------------------------------------------------------------------------------------------
Total revenue                                                                      698         699        427
Provision for credit losses                                                          -           1          -
Non-interest expenses excluding non-cash goodwill/intangible amortization          523         488        331
-------------------------------------------------------------------------------------------------------------
Net income before taxes                                                            175         210         96
Income taxes (TEB)                                                                  75          95         43
-------------------------------------------------------------------------------------------------------------
NET INCOME - OPERATING CASH BASIS                                               $  100      $  115     $   53
                                                                                ======      ======     ======
SELECTED VOLUMES AND RATIOS
Assets under management (billions of dollars)                                   $  119      $  112     $   69
Economic profit                                                                     78          92
Full-time equivalent staff at October 31                                         2,952       2,906      2,041
Operating cash basis return on economic capital                                     61%         65%        36%
Operating cash basis efficiency ratio                                               75%         70%        78%
                                                                                -----------------------------
</Table>

<Page>

24 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE


MANAGING RISK

At TD Bank Financial Group, our goal is to earn satisfactory returns from our
various business activities within an acceptable level of risk. To do this, we
need to understand the risks involved in our businesses and to ensure that the
risks we assume are within prudent limits.

     Through our retail and wholesale businesses, we are exposed to four kinds
of risk:

   - credit risk            - market risk

   - liquidity risk         - operational risk.

     Managing risk means assessing the potential impact of each risk, and
establishing policies and procedures to minimize them.

     Our objective is to be the best risk manager among Canadian banks, and we
have established a strong risk management infrastructure to achieve this. Our
guiding principle is to involve qualified risk management professionals, who are
independent of the business units, in setting our policy framework and in
defining risk limits. The risk management review and oversight process can be
illustrated as follows:


AUDIT AND RISK MANAGEMENT COMMITTEE OF THE BOARD OF DIRECTORS

-  OVERSEES FINANCIAL REPORTING PROCESS

-  APPROVES MAJOR RISK POLICIES

-  REVIEWS TREND IN RISK PROFILE

-  REVIEWS INTERNAL CONTROLS AND RECEIVES INTERNAL AUDIT REPORTS


                         EXECUTIVE MANAGEMENT COMMITTEES

<Table>
<Caption>
RISK POLICY COMMITTEE                      BUSINESS PERFORMANCE REVIEW COMMITTEE    ASSET LIABILITY COMMITTEE
<S>                                        <C>                                      <C>
- CHAIRED BY EVP, GROUP RISK MANAGEMENT    - CHAIRED BY CHAIRMAN AND CEO            - CHAIRED BY CHAIRMAN AND CEO

- REVIEWS MAJOR POLICIES AND STRATEGIES    - REVIEWS OVERALL STRATEGIES AND         - OVERSEES INTEREST RATE, FOREIGN EXCHANGE
  FOR MANAGING CREDIT, MARKET AND            OPERATING PERFORMANCE                    AND LIQUIDITY POLICIES AND RISK IN
  OPERATIONAL RISKS                                                                   NON-TRADING OPERATIONS
</Table>


     TD has a comprehensive ongoing risk management framework that incorporates
the experience and specialized knowledge of our business units, Group Risk
Management, Audit, Legal, Compliance, Finance, Human Resources and other
corporate functions. Key strategic elements of our framework are governance and
senior management oversight. This includes:

-  an annual review of major risk policies by the Audit and Risk Management
   Committee of the Board of Directors

-  an annual review of operational risk, management policies and strategies and
   a regular review of key initiatives by an executive Risk Policy Committee
   comprised of a team of senior executives

-  comprehensive internal audits by Internal Audit to assess the quality of the
   internal control environment and compliance with established risk management
   policies and procedures. The following pages describe the main risks we face
   and our strategies for managing them.

CREDIT RISK

CREDIT RISK IS THE POTENTIAL FOR FINANCIAL LOSS IF A BORROWER OR COUNTERPARTY IN
A TRANSACTION FAILS TO MEET ITS OBLIGATIONS.

We are exposed to credit risk through our traditional lending activities and
transactions involving settlements between us and our counterparties, including
other financial institutions. These include direct loans, commitments to extend
credit, settlement exposures, derivative transactions and securities
inventories.

     Our goal is to limit the average of actual annual losses on credit
exposures through an economic cycle to .35% of net average loans and customers'
liability under acceptances.

WHO MANAGES CREDIT RISK

Group Risk Management sets the policies and procedures for managing credit risk
on a global basis. Its responsibilities include:

-  setting guidelines that limit portfolio concentrations of credit exposure by
   country, industry and affiliated group

-  approving discretionary limits of officers throughout TD for extending lines
   of credit

-  central control of all major credit decisions

-  setting standards for measuring credit exposure

-  approving the scoring techniques used in extending personal credit

-  approving all policies relating to all products and services that have credit
   risk

-  setting the criteria for rating risk on business accounts, based on a
   21-category rating system

-  an annual review of all business and government loans conducted under the
   direction of TD's senior risk management, including a review of the account's
   risk rating and of each classified business credit exposure at least
   quarterly.

     The Audit and Risk Management Committee of the Board of Directors reviews
and approves all major credit policies and procedures every year.


HOW WE MANAGE CREDIT RISK

BY COUNTRY

Country risk is the risk that economic or political change in a country could
affect cross-border payments for goods and services, loans, trade-related
finance and dividends, as well as the repatriation of TD's capital from the
foreign country. We currently have exposure in 70 countries, with the largest
portion in North America. We establish country exposure guidelines based on an
internal risk rating system. Country limits cover all aspects of credit exposure
across our various businesses.

<Page>

25 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

BUSINESS AND GOVERNMENT LOANS

We also establish industry and group limits for credit exposure to businesses
and governments. We use a systematic approach to set and communicate risk
guidelines for each industry in our loan portfolio. These guidelines are based
on a risk assessment of the industry. We have identified 26 major industry
groups and divided them into 110 segments. We assign a risk rating to each
industry segment on a scale of one to six.

     Our analysis focuses on key risks inherent in a given industry, such as its
cycles, exposure to technological change, political influence, regulatory change
or barriers to entry. If we believe that several industry segments are affected
by common risk factors, we assign a single exposure guideline to them. Group
Risk Management conducts ongoing reviews of industry risk ratings and
segmentation.

     We assign each business or government borrower a risk rating using our
21-category rating system. We set limits on credit exposure to related business
or government accounts based on these ratings. In addition, we use a Risk
Adjusted Return on Capital model to assess the return on credit relationships in
relation to the structure and maturity of the loans and internal ratings of the
borrowers. We review the rating and return on capital for each borrower every
year.

     For accounts where exposures include derivatives that are traded over the
counter, we use master netting agreements or collateral wherever possible to
reduce our exposure.


FINANCIAL INSTITUTIONS

Our financial institutions portfolio is divided into eight major groups.
Individual companies in each group have similar attributes and common risk
factors. We have developed specific exposure guidelines for 21 segments within
these groups. Group Risk Management conducts ongoing reviews of the segment and
exposure guidelines for each group.

     We assign each group a risk rating using our six-category rating system.
These ratings are based on the strength of each firm's parent institution. We
assign each group a credit rating based on each firm's net worth, the quality of
its assets, the consistency and level of its profits, as well as the ratings of
the major credit rating agencies. We may use additional criteria for certain
types of financial institutions.


PERSONAL CREDIT

We use credit-scoring models to grant credit and manage accounts. These tools
allow us to make consistent and objective decisions and manage accounts based on
statistically proven methods. This helps to ensure that our consumer portfolios
perform at acceptable levels of return and within prescribed risk tolerances.

     We have centralized the granting of personal credit and use automated
scoring processes wherever possible to make sure that credit underwriting is
objective and controlled.


CLASSIFIED RISK

Classified risk refers to loans and other credit exposures that pose a higher
credit risk than normal, based on our standards.

     A loan is classified as impaired when, in management's opinion, we can no
longer be reasonably assured that we will be able to collect the full amount of
the principal and interest when it is due.

     We establish specific provisions for impaired loans when a loss is likely
or when the estimated value of the loan is less than its recorded value, based
on discounting expected future cash flows.

     Provisions for our personal credit portfolios are based on delinquency and
type of security.

                 SEE SUPPLEMENTARY INFORMATION   PAGE 38, TABLE 12

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   PAGE 46, NOTE 1, (g) & (h)

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   PAGE 50, NOTE 3


GENERAL ALLOWANCES

We have established general allowances for credit losses based on the credit
risk of items that have not yet been specifically identified. We increased our
general allowance for loan losses to $1,141 million at October 31, 2001 from
$836 million at the end of fiscal 2000. We also had a reserve for certain
derivative financial instruments of $34 million such that general allowances
totalled $1,175 million at October 31, 2001. This represented .92% of
risk-weighted assets of which $1,112 million qualifies as Tier 2 capital, equal
to .875% of risk weighted assets under guidelines issued by the Office of the
Superintendent of Financial Institutions Canada.


PROVISION FOR CREDIT LOSSES

The provision for credit losses is the amount added to the allowance for credit
losses to bring it to a level that management considers adequate to absorb all
probable credit-related losses in the loan portfolio.

     The deterioration in the North American economic environment in 2001
resulted in an increase in our provision for credit losses, excluding the $300
million special addition to the general allowance, from $480 million in 2000 to
$620 million in 2001. This level of specific provision represents .48% of net
average loans and customer's liability under acceptances compared to .39% in the
prior year. During the year, TD increased the general allowance for credit
losses by $300 million. The increase was based on an assessment of business and
economic conditions, historical and expected loss experience, loan portfolio
composition and other relevant indicators.

                 SEE SUPPLEMENTARY INFORMATION   PAGE 39, TABLE 14

NET IMPAIRED LOANS

The level of net impaired loans is a key measure of credit risk. It is the gross
amount of impaired loans less total allowances for credit losses.

     For the fifth year in a row, allowances continued to exceed impaired loans,
resulting in excess allowances of $(53) million in 2001 compared to the 2000
level of $(159) million.

                 SEE SUPPLEMENTARY INFORMATION   PAGE 38, TABLE 12

<Page>

26 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

MARKET RISK

MARKET RISK IS THE POTENTIAL FOR LOSS FROM CHANGES IN THE VALUE OF FINANCIAL
INSTRUMENTS.

THE VALUE OF A FINANCIAL INSTRUMENT CAN BE AFFECTED BY CHANGES IN:

-  INTEREST RATES

-  FOREIGN EXCHANGE RATES

-  EQUITY AND COMMODITY PRICES

-  CREDIT SPREADS.

We are exposed to market risk when we enter into financial transactions through
our four main trading activities:

-  Market-making. We make markets for a large number of securities and other
   traded products. We keep an inventory of these securities to buy and sell
   with investors. We profit from the spread between bid and ask prices.
   Profitability is driven by trading volume.

-  Sales. We provide a wide variety of financial products to meet the needs of
   our clients. We earn money on these products from price mark-ups or
   commissions. Profitability is driven by sales volume.

-  Arbitrage. We take positions in certain markets and offset the risk in other
   markets. Our knowledge of various markets and how they relate to each other
   allows us to identify and benefit from pricing anomalies.

-  Positioning. We aim to make profits by taking positions in certain financial
   markets in anticipation of changes in those markets. This is the riskiest of
   our trading activities and we use it selectively.


WHO MANAGES MARKET RISK

Group Risk Management oversees market risk management for our trading
businesses. It is not accountable for trading revenues. Its responsibilities
include:

-  designing and implementing methods for measuring and reporting market risk

-  approving new or additional trading limits

-  monitoring exposure and approving any excesses compared with the approved
   limits

-  approving all new trading products

-  independent testing of all pricing models and trading systems

-  approving all market rates and prices used in valuing TD's trading positions
   and estimating market risk

-  stress testing the portfolio to determine the effect of large, unusual market
   movements

-  implementing and maintaining the models used to calculate regulatory capital
   required for market risk.

     The Market Risk Policy Group within Group Risk Management is responsible
for measuring, reporting and monitoring market risk, as well as communicating
and enforcing risk limits throughout our trading businesses. It also maintains
the Market Risk Policy Manual, which contains all policies relating to market
risk in the trading businesses.

     The Market Risk Policy Committee meets every two weeks for a peer review of
the market risk profile of our trading businesses and to approve changes to risk
policies. The committee is co-chaired by the Chairman and CEO, TD Securities and
the Senior Vice President, Market Risk Policy and includes members of senior
management of TD Securities and Internal Audit. The Audit and Risk Management
Committee of the Board of Directors reviews market risk quarterly and approves
all major market risk policies annually.


HOW WE MANAGE MARKET RISK

Managing market risk is a key part of our business planning process. We begin
new trading operations and expand existing ones only if:

-  the risk has been thoroughly assessed and is judged to be within our risk
   capacity and business expertise

-  we have the infrastructure in place to monitor, control and manage the risk.

     We manage market risk primarily by setting trading limits and by "stress
testing" our trading activities.


TRADING LIMITS

Value at Risk (VaR) measures the adverse impact that potential changes in market
rates and prices could have on the value of a portfolio over a specified period
of time.

     We set trading limits that are consistent with the approved business plan
for each business and our tolerance for the market risk of that business. When
setting these limits, we consider market volatility, market liquidity, trader
experience and business strategy.

     Our primary measure for setting trading limits is VaR. We use VaR to
monitor and control overall risk levels and to calculate the regulatory capital
required.

     We may also apply specialized limits, such as notional limits, credit
spread limits, yield curve shift limits, loss exposure limits, stop loss limits
and other limits, if it's appropriate to do so. These additional limits reduce
the likelihood that trading losses will exceed VaR limits.

     At the end of every day, Group Risk Management reviews daily trading
exposure reports and compares the risks with their limits. If a trading limit
has been exceeded, the trading desk must immediately bring the position within
the limit, unless Group Risk Management approves an exception. It follows an
established process for approving exceptions to established limits.

     If, during the day, it appears that a trading limit will be exceeded, the
trader must receive approval before carrying the position overnight.


CALCULATING VAR

First we estimate VaR by creating a distribution of potential changes in the
market value of the current portfolio. We value the current portfolio using the
most recent 259 trading days of market price and rate changes. Then we calculate
the VaR so that potential portfolio losses are expected to be less than the VaR
amount for 99 out of every 100 trading days.

<Page>

27 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

     The graph below compares net revenues in our trading businesses to daily
VaR usage. Our VaR on October 31, 2001 was $22.5 million, down $4.9 million from
October 31, 2000. The average VaR for fiscal year 2001 was $24.5 million.
Declines in the VaR during fiscal 2001 are due to the integration of certain
risks into our VaR model, in particular, the risks in our convertible arbitrage
and credit derivative businesses. This diversification has resulted in the
improvements in our reported VaR.

[NET TRADING RELATED REVENUE VS. VALUE AT RISK GRAPH APPEARS HERE]

     The graph below shows the frequency distribution of our net trading revenue
for fiscal 2001. Daily net trading revenues in 2001 were positive on 94% of the
trading days in the year. Losses never exceeded our statistically predicted VaR
for the total of our trading related businesses. Our worst daily loss was less
than $5 million. The distribution of trading revenues reflects the broad
diversification of trading activities in TD Securities and shows that the
probability of major losses exceeding our reported VaR is low.

[DISTRIBUTION OF DAILY NET TRADING REVENUES GRAPH APPEARS HERE]

STRESS TESTING

We use stress testing to quantify the largest quarterly loss we are prepared to
take in our trading activities and then limit market risk accordingly.

     Our trading business is subject to an overall global stress test limit and
each global business has a stress test limit. Stress tests are produced and
reviewed each week with the head of Group Risk Management. They are reviewed
with the Market Risk Committee every two weeks and four times a year with the
Audit and Risk Management Committee of the Board of Directors. Stress scenarios
are designed to model extreme economic events, replicate worst case historical
experiences or introduce large but plausible moves in key market risk factors.

     The graph below is a history of our weekly stress test results which shows
the instantaneous impact of large market disturbances. We significantly reduced
our credit spread risk in 2001 by buying credit protection in the form of
synthetic collateralized debt obligations (CDOs) and credit default swaps. As
credit spread risk had dominated our stress scenarios in previous years, this
improved management of credit risk has had a major positive impact on our risk
profile.

[STRESS TEST HISTORY GRAPH APPEARS HERE]

ASSET LIABILITY MANAGEMENT

ASSET LIABILITY MANAGEMENT DEALS WITH MANAGING THE MARKET RISKS OF OUR
TRADITIONAL BANKING ACTIVITIES. THESE TRANSACTIONS PRIMARILY INCLUDE INTEREST
RATE RISK AND FOREIGN EXCHANGE RISK.

We are exposed to market risk when we enter into non-trading banking
transactions with our TD Canada Trust customers. These transactions primarily
include deposit taking and lending, which are also referred to as our "asset and
liability" positions.

WHO IS RESPONSIBLE FOR ASSET LIABILITY MANAGEMENT

The Treasury and Balance Sheet Management function within Group Finance measures
and manages the market risks of our non-trading banking activities. The Asset
Liability Committee, which is chaired by TD's Chairman and Chief Executive
Officer and includes senior executives, oversees non-trading market risk and
directs Treasury and Balance Sheet Management. The Audit and Risk Management
Committee of the Board of Directors reviews and approves all market risk
policies and procedures annually.

HOW WE MANAGE OUR ASSET AND LIABILITY POSITIONS

We measure all product risks when products are issued, using a fully hedged
option-adjusted transfer pricing framework. This framework allows Treasury and
Balance Sheet Management to measure and manage risk within a target risk
profile. It also ensures that TD Canada Trust's business units engage in
risk-taking activities only if they are productive.

<Page>

28 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

MANAGING INTEREST RATE RISK

INTEREST RATE RISK IS THE IMPACT CHANGES IN INTEREST RATES COULD HAVE ON OUR
MARGINS, EARNINGS AND ECONOMIC VALUE. RISING INTEREST RATES COULD, FOR EXAMPLE,
INCREASE OUR FUNDING COSTS, WHICH WOULD REDUCE THE NET INTEREST INCOME EARNED ON
CERTAIN LOANS.

We are exposed to interest rate risk when asset and liability principal and
interest cash flows have different interest payment or maturity dates. These are
called "mismatched positions". An interest-sensitive asset or liability is
repriced when interest rates change or when there is cash flow from final
maturity, normal amortization or when customers exercise prepayment, conversion
or redemption options.

     Our exposure depends on the size and direction of interest rate changes,
and on the size and maturity of the mismatched positions. It is also affected by
new business volumes, renewals of loans and deposits, and how actively customers
exercise options like prepaying or redeeming a loan or deposit before its
maturity date.

     We manage interest rate risk within limits set by our interest rate risk
management policies.

     We perform valuations of all asset and liability positions as well as all
off-balance sheet exposures every week, and value certain option positions
daily. We then hedge the resulting financial position to a target risk profile.
We use derivative financial instruments, wholesale instruments and other capital
market alternatives and, less frequently, product pricing strategies to manage
interest rate risk.

     Within the financial position, we measure and manage interest rate risk
exposure from instruments with closed (non-optioned) fixed-rate cash flows
separately from product options. Product options represent a significant
financial risk, whether they are free-standing, such as mortgage rate
commitments, or embedded in loans or deposits.

     Interest rate risk exposure from closed (non-optioned) instruments exhibits
an almost linear or symmetrical payoff profile to parallel changes in interest
rates. The graph below shows our interest rate risk exposure on October 31, 2001
on the closed (non-optioned) instruments within the financial position. If this
portfolio had experienced an immediate and sustained 100 basis point decrease in
rates on October 31, 2001, the economic value of shareholders' equity would have
decreased by $9 million after tax ($2 million in 2000 for a 100 basis point
increase in rates). This same shock would reduce net income after tax by $6
million over the next 12 months ($7 million in 2000).

[CLOSED (NON-OPTIONED) INSTRUMENTS PORTFOLIO
ECONOMIC VALUE AT RISK BY INTEREST RATE SHOCK(1) GRAPH APPEARS HERE]

     Exposure to interest rate risk from product options exhibits non-linear or
asymmetrical payoff profiles. The graph below shows our interest rate risk
exposure on October 31, 2001 on all instruments within the financial position -
the closed (non-optioned) instruments plus product options. An immediate and
sustained 100 basis point decrease in rates would have decreased the economic
value of shareholders' equity by $40 million after tax ($25 million in 2000 for
a 100 basis point increase in rates).

     We manage the risk of product options by buying options or through a
dynamic hedging process designed to replicate the payoff of a purchased option.
Dynamic hedging involves rebalancing the hedging instruments we hold for small
changes in interest rates. The graph below assumes that the dynamic hedging
portfolios held on October 31 are not rebalanced for the interest rate shock.

[TOTAL FINANCIAL POSITION ECONOMIC VALUE AT RISK
BY INTEREST RATE SHOCK GRAPH APPEARS HERE]

MANAGING FOREIGN EXCHANGE RISK

FOREIGN EXCHANGE RISK REFERS TO LOSSES THAT COULD RESULT FROM CHANGES IN FOREIGN
CURRENCY EXCHANGE RATES. ASSETS AND LIABILITIES THAT ARE DENOMINATED IN FOREIGN
CURRENCIES HAVE FOREIGN EXCHANGE RISK.

We are exposed to foreign exchange risk:

-  when our foreign currency assets are greater or less than our liabilities in
   that currency. This creates a foreign currency open position. We minimize our
   foreign currency open positions to manage this risk.

-  from our investments in foreign operations. We manage this risk to a target
   risk profile that includes minimizing the risk that changes in foreign
   currency exchange rates will adversely affect our capital ratios.


LIQUIDITY RISK

LIQUIDITY RISK IS THE RISK THAT WE CANNOT MEET A DEMAND FOR CASH OR FUND OUR
OBLIGATIONS AS THEY COME DUE. DEMAND FOR CASH CAN COME FROM WITHDRAWALS OF
DEPOSITS, DEBT MATURITIES AND COMMITMENTS TO PROVIDE CREDIT.

We hold sufficient liquid assets in Canadian and U.S. dollars as well as other
foreign currencies so that funds can quickly be

(1) The interest rate risk exposure of non-maturity deposits and loans is
    measured based on assumed maturity profiles.

<Page>

29 HOW WE PERFORMED IN 2001

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

made available to meet our obligations. Our liquidity policy measures the amount
of liquidity required to cover short-term requirements under normal operations
and in a crisis scenario.

WHO MANAGES LIQUIDITY RISK

The Treasury and Balance Sheet Management function in Group Finance is
responsible for measuring the Bank's liquidity risk position and for managing
the Canadian dollar liquidity position. TD Securities is responsible for
managing the U.S. dollar and other currency liquidity positions. The Asset
Liability Committee oversees liquidity risk management. The Audit and Risk
Management Committee of the Board of Directors reviews and approves liquidity
management policies annually.


HOW WE MANAGE LIQUIDITY RISK

We make sure that we have sufficient funds available to meet our obligations by
managing our cash flows and holding assets that can be readily converted into
cash. We also have an active wholesale funding program, including asset
securitization, to make sure that we have access to funds from widely
diversified sources.

     We manage liquidity on a global basis to make sure risk is prudently
managed in all of our operations. In addition to a large base of stable retail
and commercial deposits, we have highly diversified wholesale funding sources
and distribution networks to support the operations of the wholesale bank. If
there was a liquidity crisis, there are sufficient marketable securities to
cover maturing obligations over a specified time period. Because customers who
make large deposits can affect our liquidity, we also make sure that we don't
rely on one customer or a small group of customers.

     On October 31, 2001, our consolidated surplus liquid asset position was $.5
billion in Canadian dollars, compared with a position of $2.2 billion Canadian
on October 31, 2000. The surplus liquid asset position is total liquid assets
less TD's short-term wholesale funding requirements. During the year, the
surplus liquid asset position was drawn down primarily due to fund growth in
retail assets.

     If there was a liquidity crisis, we have contingency plans to make sure we
meet all of our obligations as they come due.

OPERATIONAL RISK

OPERATIONAL RISK IS THE RISK OF LOSS RESULTING FROM INADEQUATE OR FAILED
INTERNAL PROCESSES, RESOURCES AND SYSTEMS OR FROM EXTERNAL EVENTS.

Operational risk is inherent in all business activities and can result in
financial loss, loss of reputation or regulatory penalties. Operational risk
includes transaction processing risks, technology failures, physical asset risk,
the failure of employees to adhere to internal guidelines, and risk from
regulatory and compliance failures. It also includes risk from criminal sources
such as theft and fraud, and third-party liability risk. We are exposed to
operational risk from internal business activities and from activities we
outsource.

     Managing operational risk is a key objective of TD Bank Financial Group. It
is essential for protecting, enhancing and creating shareholder value, operating
efficiency and providing a safe working environment for staff and customers.

WHO MANAGES OPERATIONAL RISK

We have established an independent Operational Risk Management Group in Group
Risk Management to set policies and coordinate operational and risk management
activities throughout our organization.


HOW WE MANAGE OPERATIONAL RISK

The Operational Risk Management Group is responsible for:

-  continually identifying, measuring and reporting on the operational risk
   exposures of our businesses

-  making sure economic capital for managing risk is allocated based on
   assessments of operational risk

-  overseeing the execution of key enterprise-wide risk management practices,
   including an extensive system of internal controls, trained and competent
   people, segregating incompatible functions and clearly defined operating
   practices

-  identifying and implementing leading industry practices for operational risk
   management.


BUSINESS RECOVERY PLANNING

We have business recovery plans and processes in place for all operating
businesses and corporate support functions. These plans provide safeguards to
minimize the risk, cost and duration of a disruption to our business processes
and services. An Executive Team oversees TD's business recovery planning and
makes sure there is continuous management of the organization. Its
responsibilities include:

-  maintaining and communicating business recovery policies and procedures,
   including industry benchmarking

-  identifying and assessing critical business processes and dependencies

-  regular testing of business recovery plans for all key operations

-  maintaining offsite back up facilities to make sure we can continue to
   deliver our products and services.


INSURANCE

Specialists in risk management and insurance manage an active portfolio of
insurance coverage to protect TD from internal and external events in the course
of doing business. These specialists are responsible for reviewing all insurable
risks and for developing and implementing insurance and risk transfer solutions.
The analysis includes an ongoing review of the claims paying ability of our
insurance providers.

<Page>

30 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

MANAGING CAPITAL

CAPITAL STRUCTURE AND RATIOS AT YEAR END
<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                                     2001            2000              1999
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>             <C>               <C>
TIER 1 CAPITAL
Retained earnings                                                                      $ 9,653         $ 9,039           $ 8,694
Common shares                                                                            2,259           2,060             2,006
Qualifying preferred shares                                                              1,492           1,251               833
Non-controlling interest in subsidiaries                                                 1,272           1,471               335
Less: goodwill and intangibles in excess of 5% limit                                   (4,041)         (4,458)             (892)
--------------------------------------------------------------------------------------------------------------------------------
Total Tier 1 capital                                                                    10,635           9,363            10,976
--------------------------------------------------------------------------------------------------------------------------------
TIER 2 CAPITAL
Subordinated notes and debentures                                                        4,892           4,883             3,217
Non-controlling interest in subsidiaries                                                     -             185                 -
General allowance for credit losses included in capital                                  1,112             862               753
Less: amortization of subordinated notes and debentures                                  (545)           (488)             (346)
--------------------------------------------------------------------------------------------------------------------------------
Total Tier 2 capital                                                                     5,459           5,442             3,624
--------------------------------------------------------------------------------------------------------------------------------
Other deductions                                                                           985             762               150
--------------------------------------------------------------------------------------------------------------------------------
TOTAL REGULATORY CAPITAL                                                               $15,109         $14,043           $14,450
                                                                                       =======         =======           =======
CAPITAL RATIOS
TO RISK-WEIGHTED ASSETS
Tier 1 capital                                                                             8.4%            7.2%             10.1%
Total regulatory capital                                                                  11.9            10.8              13.3
--------------------------------------------------------------------------------------------------------------------------------
Assets to capital multiple(1),(2)                                                         18.3            18.4              15.0
--------------------------------------------------------------------------------------------------------------------------------
</Table>

(1)  Total assets plus off-balance sheet credit instruments such as letters of
     credit and guarantees less investments in associated corporations and
     goodwill and net intangibles divided by total regulatory capital.

(2)  In 2000, the Bank's authorized assets to capital multiple was increased
     from 20 times to 23 times.

OUR GOALS

We want to provide enough capital to maintain the confidence of investors and
depositors, while providing our common shareholders with a satisfactory return.

OUR GOALS ARE TO:

-    be an appropriately capitalized institution, as defined by regulatory
     authorities and compared to our peers

-    maintain strong ratings

-    achieve the lowest overall cost of capital consistent with preserving the
     appropriate mix of capital elements

-    make sure that we have enough capital and the right type of capital on hand
     or readily available at a reasonable cost to help us expand and to protect
     us against unexpected events

-    provide a satisfactory return to our common shareholders.


WHERE CAPITAL COMES FROM

Most of our capital comes from common shareholders.

WHO MANAGES OUR CAPITAL

Group Finance manages capital for TD. They're responsible for acquiring,
maintaining and retiring capital. Under the Bank Act, the Board of Directors
oversees most decisions about capital.

HOW WE MANAGED OUR CAPITAL

TIER 1 CAPITAL

Retained earnings grew by $614 million during the year. In addition, we issued
$199 million of common stock, mainly as part of our purchase of Newcrest.

     Goodwill and net intangibles (above 5% of gross Tier 1 capital), which are
deducted from capital for regulatory purposes, decreased by $417 million during
the year as a result of amortization.


TIER 2 CAPITAL

Actions we took to manage our capital during the year included:

-    redeeming $750 million of debentures and issuing $800 million of
     replacement subordinated medium term notes

-    exchanging $350 million of subordinated debt and $225 million of preferred
     shares of Canada Trust (previously classified as non-controlling interest
     in subsidiaries on the consolidated balance sheet) into respective amounts
     of TD Bank debt and preferred shares, on substantially identical terms

-    redeeming $150 million of Canada Trust preferred shares, (previously
     classified as non-controlling interest in subsidiaries on the Consolidated
     balance sheet).

     As a result of increasing our general allowance for credit losses by $300
million during the year and the decision by the regulator to permit an increased
level of general allowances in total capital, the amount of our general
allowance that qualifies for Tier 2 capital increased by $250 million.


CAPITAL RATIOS

Since we acquired Canada Trust in 2000, we've made significant progress in
improving our regulatory capital ratios. Our Tier 1 and total capital ratios
were 8.4% and 11.9%, respectively, on October 31, 2001 compared with 7.2% and
10.8% on October 31, 2000.

     The Office of the Superintendent of Financial Institutions Canada (OSFI)
measures the capital adequacy of Canadian banks according to its instructions
for determining risk-adjusted

<Page>

31 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

capital, risk-weighted assets and off-balance sheet exposures. This approach is
based on the Bank for International Settlements' agreed framework for achieving
a more consistent way to measure the capital adequacy and standards of banks
engaged in international business.

ABOUT CAPITAL RATIOS

Capital ratios are measures of financial strength and flexibility.

     The two primary ratios we use to measure capital adequacy are the Tier 1
capital ratio and the total capital ratio. OSFI defines these ratios and sets
levels for Canadian banks:

-    The Tier 1 capital ratio is defined as Tier 1 capital divided by
     risk-weighted assets. OSFI requires banks to meet Tier 1 capital
     requirements of 7% to be considered well capitalized.

-    The total capital ratio is defined as total regulatory capital divided by
     risk-weighted assets. OSFI requires banks to meet total capital
     requirements of 10% to be considered well capitalized.


RISK-WEIGHTED ASSETS

Our total balance sheet assets showed strong growth in 2001, increasing $23
billion or 9%. However, total risk-weighted assets decreased, as a result of our
ongoing management of risk-weighted assets across all of our businesses.

     We review balance sheet and off-balance sheet exposures when assessing
risk.

                                  SEE MANAGING RISK   PAGE 24


INTEREST COVERAGE ON SUBORDINATED NOTES AND DEBENTURES

We're required to disclose certain information to our noteholders about our
interest coverage.

     Our interest requirements on all subordinated notes and debentures after
adjusting for new issues and retiring subordinated debt amounted to $327 million
for the year ended October 31, 2001.

     Our reported net income before interest and income tax and after deducting
non-controlling interest in TD Waterhouse Group, Inc. for the year ended October
31, 2001 was $1,557 million, which was 4.8 times our interest requirement for
this period.

     On an operating cash basis these figures were $327 million, $3,240 million
and 9.9 times, respectively.


PROPOSED CAPITAL ACCORD

This year, the Basel Committee on Banking Supervision published for consultation
a new capital accord to replace the accord that was originally introduced in
1988 and supplemented in 1996.

     The proposed accord allows banks of all levels of complexity and
sophistication to determine their capital levels based on how they measure,
manage and mitigate risk. It provides a range of methodologies, from simple to
advanced, for measuring credit and operational risk.

     Each bank can adopt the approach that best fits its level of sophistication
and risk profile, subject to review by regulators. The accord, however, seeks to
build in rewards for banks that have more rigorous and accurate risk management
by allowing them to have less regulatory capital than banks that use weaker or
less sophisticated approaches.

     The financial services industry around the world has commented on the
accord. This dialogue will continue over the next several years together with
consultation with OSFI on implementing the accord in Canada. We're developing
systems and procedures to implement the new accord beginning with fiscal year
2005.

RISK-WEIGHTED ASSETS AT YEAR END
<Table>
<Caption>
----------------------------------------------------------------------------------------------------
(millions of dollars)                           2001                     2000                   1999
----------------------------------------------------------------------------------------------------
                                               RISK-                    Risk-                  Risk-
                                            WEIGHTED                 weighted               weighted
                                 BALANCE     BALANCE      Balance     balance     Balance    balance
----------------------------------------------------------------------------------------------------
<S>                             <C>         <C>          <C>         <C>         <C>       <C>
BALANCE SHEET ASSETS
Cash resources                  $  5,945    $    991     $  4,187    $    657    $  6,226   $  1,109
Securities purchased under
  resale agreements               20,205         324       13,974         238      25,708        201
Securities                        97,194       6,946       85,387       8,286      69,093      6,956
Loans                            119,673      66,514      120,721      72,351      87,485     54,079
Customers' liability under
  acceptances                      9,122       8,246        9,812       9,008       9,040      8,286
Other assets                      35,699       6,342       30,737       7,704      16,865      4,757
----------------------------------------------------------------------------------------------------
Total balance sheet assets      $287,838    $ 89,363     $264,818    $ 98,244    $214,417   $ 75,388
----------------------------------------------------------------------------------------------------
OFF-BALANCE SHEET ASSETS
Credit instruments                            18,350                   16,130                 19,347
Derivative financial instruments               6,373                    4,661                  3,603
----------------------------------------------------------------------------------------------------
Total off-balance sheet assets                24,723                   20,791                 22,950
----------------------------------------------------------------------------------------------------
Total risk-weighted asset
  equivalent - credit risk                   114,086                  119,035                 98,338
             - market risk                    13,032                   11,125                 10,146
----------------------------------------------------------------------------------------------------
TOTAL RISK-WEIGHTED ASSETS                  $127,118                 $130,160               $108,484
                                            ========                 ========               ========
</Table>

<Page>

32 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

SUPPLEMENTARY INFORMATION

<Table>
<S>        <C>       <C>
TABLE 1    Page 32   Consolidated statement of income (TEB)
TABLE 2    Page 33   Operating cash basis measurements
TABLE 3    Page 33   Analysis of change in net interest income (TEB)
TABLE 4    Page 33   Net interest rate margin (TEB)
TABLE 5    Page 34   Average earning balances and interest rates (TEB)
TABLE 6    Page 34   Other income
TABLE 7    Page 35   Trading related income (TEB)
TABLE 8    Page 35   Non-interest expenses and efficiency ratio
TABLE 9    Page 36   Taxes
TABLE 10   Page 36   Loans to small and mid-sized business customers
TABLE 11   Page 37   Loans and customers' liability under acceptances at year end
TABLE 12   Page 38   Impaired loans less allowance for credit losses at year end
TABLE 13   Page 38   Impact on net interest income due to impaired loans
TABLE 14   Page 39   Provision for credit losses
TABLE 15   Page 40   Current replacement cost of derivatives
TABLE 16   Page 40   Assets under administration and assets under management
</Table>


TABLE 1    CONSOLIDATED STATEMENT OF INCOME (TEB)
<Table>
<Caption>
----------------------------------------------------------------------------------------------------------
(millions of dollars)                                                 2001            2000            1999
----------------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>             <C>
Net interest income (TEB)                                          $ 4,636          $3,804          $3,173
Provision for credit losses(1)                                         620             480             275
----------------------------------------------------------------------------------------------------------
Net interest income after credit loss provision (TEB)                4,016           3,324           2,898
Other income(1)                                                      6,097           6,400           4,092
----------------------------------------------------------------------------------------------------------
Net interest and other income (TEB)                                 10,113           9,724           6,990
Non-interest expenses excluding non-cash goodwill/intangible
  amortization and restructuring costs                               6,925           6,307           4,508
----------------------------------------------------------------------------------------------------------
Income before provision for income taxes (TEB)                       3,188           3,417           2,482
Provision for income taxes (TEB)                                       981           1,322           1,005
----------------------------------------------------------------------------------------------------------
Income before non-controlling interest                               2,207           2,095           1,477
Non-controlling interest                                                49              77               5
----------------------------------------------------------------------------------------------------------
NET INCOME - OPERATING CASH BASIS(2)                               $ 2,158          $2,018          $1,472
                                                                   =======          ======          ======
Gains on sale of investment real estate, net of tax                    275               -               -
Increase in general provision, net of tax                             (208)              -               -
Restructuring costs, net of tax                                       (138)           (271)              -
Income tax expense from income tax rate changes(3)                     (75)              -               -
Special gains, net of tax                                                -               -           1,553
----------------------------------------------------------------------------------------------------------
NET INCOME - CASH BASIS                                            $ 2,012          $1,747          $3,025
                                                                   =======          ======          ======
Non-cash goodwill/intangible amortization, net of tax                  629             722              44
----------------------------------------------------------------------------------------------------------
REPORTED NET INCOME                                                $ 1,383          $1,025          $2,981
                                                                   =======          ======          ======
</Table>

(1)  Excludes special increases in the general provision of $300 million pre-tax
     in 2001 and special real estate gains of $350 million pre-tax in 2001.

(2)  Operating cash basis results exclude restructuring costs related to
     acquisitions and significant business restructuring initiatives (TD
     Securities in 2001, TD Waterhouse Group, Inc. in 2001, the acquisition of
     Newcrest in 2001 and the acquisition of Canada Trust in 2000), the effects
     of future tax rate reductions on future tax balances in 2001, the net
     effect of real estate gains and general provision increases in 2001 and the
     gain on the sale of TD Waterhouse Group, Inc. and Knight/Trimark in 1999.

     Operating results are presented on this basis in order to provide a
     meaningful year-over-year comparison. Cash basis results exclude the
     after-tax impact of goodwill and other purchase-related intangible
     amortization. As explained, operating cash basis results are different from
     reported results determined in accordance with generally accepted
     accounting principles (GAAP). The term "operating cash basis results" is
     not a defined term under GAAP, and therefore may not be comparable to
     similar terms used by other issuers.

(3)  Tax rate reductions cause a writedown of future tax assets.


                           SEE CONSOLIDATED STATEMENT OF INCOME  PAGE 43

<Page>

33 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

TABLE 2 OPERATING CASH BASIS MEASUREMENTS(1)
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
                                                                           2001           2000           1999
-------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>            <C>
OPERATING CASH BASIS EARNINGS PER COMMON SHARE                          $  3.31        $  3.16        $  2.39
Adjustments for non-cash/special items:
    Amortization of goodwill, net of tax                                   (.30)          (.21)          (.07)
    Amortization of intangible assets from business combinations, net
      of tax                                                               (.70)          (.95)             -
    Gains on sale of investment real estate, net of tax                     .44              -              -
    Increase in general provision, net of tax                              (.33)             -              -
    Restructuring costs, net of tax                                        (.23)          (.44)             -
    Income tax expense from income tax rate changes(2)                     (.12)             -              -
    Special gains, net of tax                                                 -              -           2.58
-------------------------------------------------------------------------------------------------------------
EARNINGS PER COMMON SHARE - CONSOLIDATED STATEMENT OF INCOME            $  2.07        $  1.56        $  4.90
                                                                        =======        =======        =======

RETURN ON COMMON SHAREHOLDERS' EQUITY
Operating cash basis net income applicable to common shares             $ 2,075        $ 1,962        $ 1,429
Average common shareholders' equity                                      11,505         10,894          8,576
Operating cash basis return on common shareholders' equity                 18.0%          18.0%          16.7%
                                                                        -------------------------------------
</Table>

(1)  Operating cash basis results exclude restructuring costs related to
     acquisitions and significant business restructuring initiatives (TD
     Securities in 2001, TD Waterhouse Group, Inc. in 2001, the acquisition of
     Newcrest in 2001 and the acquisition of Canada Trust in 2000), the effects
     of future tax rate reductions on future tax balances in 2001, the net
     effect of real estate gains and general provision increases in 2001 and the
     gain on the sale of TD Waterhouse Group, Inc. and Knight/Trimark in 1999.
     Operating results are presented on this basis in order to provide a
     meaningful year-over-year comparison. Cash basis results exclude the
     after-tax impact of goodwill and other purchase-related intangible
     amortization. As explained, operating cash basis results are different from
     reported results determined in accordance with generally accepted
     accounting principles (GAAP). The term "operating cash basis results" is
     not a defined term under GAAP, and therefore may not be comparable to
     similar terms used by other issuers.

(2)  Tax rate reductions cause a writedown of future tax assets.

TABLE 3 ANALYSIS OF CHANGE IN NET INTEREST INCOME (TEB)
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                           2001 VS. 2000                                   2000 vs. 1999
-----------------------------------------------------------------------------------------------------------------------------
                                                    FAVOURABLE (UNFAVOURABLE)                       Favourable (unfavourable)
                                                             DUE TO CHANGE IN                                due to change in
-----------------------------------------------------------------------------------------------------------------------------
                                          AVERAGE       AVERAGE           NET         Average      Average                Net
                                           VOLUME          RATE        CHANGE          volume         rate             change
-----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>            <C>          <C>            <C>              <C>
Total earning assets                        $ 908         $(66)          $842         $ 2,956        $(148)           $ 2,808
Total interest-bearing liabilities           (710)         700            (10)         (2,053)        (124)            (2,177)
-----------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME                         $ 198         $634           $832         $   903        $(272)           $   631
                                            =====         ====           ====         =======        =====            =======
</Table>


TABLE 4  NET INTEREST RATE MARGIN (TEB)
<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                       2001                            2000                             1999
---------------------------------------------------------------------------------------------------------------------------------
                                     AVERAGE        NET   MARGIN     Average        Net   Margin    Average         Net    Margin
                                     EARNING   INTEREST              earning   interest             earning    interest
                                      ASSETS     INCOME               assets     income              assets       income
---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>       <C>     <C>          <C>        <C>    <C>            <C>        <C>
Canada                              $147,525     $3,628     2.46%   $133,116     $3,137     2.36%  $100,814       $2,459     2.44%
United States                         55,798        509      .91      53,371        458      .86     47,472          484     1.02
Other international                   50,128        499     1.00      47,534        209      .44     37,861          230      .61
---------------------------------------------------------------------------------------------------------------------------------
TOTAL BANK                          $253,451     $4,636     1.83%   $234,021     $3,804     1.63%  $186,147       $3,173     1.70%
                                    ========     ======     ====    ========     ======     ====   ========       ======     ====
</Table>


<Page>

34 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

TABLE 5  AVERAGE EARNING BALANCES AND INTEREST RATES (TEB)
<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                       2001                           2000                           1999
------------------------------------------------------------------------------------------------------------------------------
                                     AVERAGE             AVERAGE    Average             Average    Average             Average
                                     BALANCE  INTEREST      RATE    balance  Interest      rate    balance  Interest      rate
------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>           <C>   <C>        <C>           <C>   <C>        <C>           <C>
EARNING ASSETS
------------------------------------------------------------------------------------------------------------------------------
Deposits with banks                 $  7,810   $   391       5.0%  $  8,253   $   474       5.7%  $  7,943   $   512       6.4%
------------------------------------------------------------------------------------------------------------------------------
Securities purchased under
  resale agreements                   26,511     1,462       5.5     23,561     1,350       5.7     24,401     1,156       4.7
------------------------------------------------------------------------------------------------------------------------------
SECURITIES
Investment                            28,696     1,535       5.3     27,210     1,512       5.6     15,922       898       5.6
Trading                               70,375     2,636       3.7     60,607     1,932       3.2     48,715     2,062       4.2
------------------------------------------------------------------------------------------------------------------------------
Total securities                      99,071     4,171       4.2     87,817     3,444       3.9     64,637     2,960       4.6
------------------------------------------------------------------------------------------------------------------------------
LOANS
Residential mortgages                 48,462     3,172       6.5     42,750     2,796       6.5     32,904     2,118       6.4
Consumer instalment and other
  personal                            32,071     2,612       8.1     32,026     2,762       8.6     17,981     1,409       7.8
Business and government               39,526     2,908       7.4     39,614     3,048       7.7     38,281     2,911       7.6
------------------------------------------------------------------------------------------------------------------------------
Total loans                          120,059     8,692       7.2    114,390     8,606       7.5     89,166     6,438       7.2
-----------------------------------------------------------------------------------------------------------------------------
TOTAL EARNING ASSETS                $253,451   $14,716       5.8%  $234,021   $13,874       5.9%  $186,147   $11,066       5.9%
                                    ========   =======       ===   ========   =======       ===   ========   =======       ===
INTEREST-BEARING LIABILITIES
------------------------------------------------------------------------------------------------------------------------------
DEPOSITS
Personal                            $ 93,733    $3,385      3.6%   $ 81,174   $ 3,514      4.3%    $50,640    $1,898       3.7%
Banks                                 31,210     1,667       5.3     35,562     1,960       5.5     30,078     1,675       5.6
Business and government               76,093     3,232       4.2     72,684     3,320       4.6     61,330     2,681       4.4
------------------------------------------------------------------------------------------------------------------------------
Total deposits                       201,036     8,284       4.1    189,420     8,794       4.6    142,048     6,254       4.4
Subordinated notes and debentures      4,943       297       6.0      3,860       251       6.5      3,328       181       5.4
Obligations related to
  securities sold short and under
  repurchase agreements               43,567     1,488       3.4     35,950       985       2.7     34,280     1,430       4.2
Other interest-bearing liabilities       156        11       7.1        521        40       7.7        397        28       7.0
------------------------------------------------------------------------------------------------------------------------------
TOTAL INTEREST-BEARING LIABILITIES  $249,702   $10,080       4.0%  $229,751   $10,070       4.4%  $180,053    $7,893       4.4%
                                    ========   =======       ===   ========   =======       ===   ========    ======       ===
TOTAL NET INTEREST INCOME (TEB)                $ 4,636                        $ 3,804                          $3,173
                                               =======                        =======                          ======
</Table>

TABLE 6  OTHER INCOME
<Table>
<Caption>
----------------------------------------------------------------------------------------------------
(millions of dollars)                                       2001     2000     1999     1998     1997
----------------------------------------------------------------------------------------------------
<S>                                                       <C>      <C>        <C>      <C>      <C>
TD Waterhouse fees and commissions                        $1,002   $1,521     $979     $634     $467
Full service brokerage and other securities services         701      667      484      379      333
Mutual fund management                                       502      452      258      204      152
Credit fees                                                  425      545      463      403      352
Net investment securities gains(1)                           216      382      362      386      329
Trading income                                             1,318    1,225      679      298      270
Service charges                                              589      463      289      283      268
Loan securitizations                                         272      236       94       33        -
Card services                                                249      233      190      180      165
Insurance                                                    326      198       65       56       42
Trust fees                                                    86       75       23       21       30
Gains on sale of investment real estate                      350        -        -        -        -
Foreign exchange - non-trading                               114      134       72       95       81
Property rental income                                        60       91       59       61       54
Other services                                               237      178       75      164      107
----------------------------------------------------------------------------------------------------
TOTAL                                                     $6,447   $6,400   $4,092   $3,197   $2,650
                                                          ======   ======   ======   ======   ======
PERCENTAGE INCREASE OVER PREVIOUS YEAR                        .7%    56.4%    28.0%    20.6%    51.5%
                                                          ======   ======   ======   ======   ======
</Table>

(1)  Excludes special Knight/Trimark gain in 1999.

<Page>

35 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

TABLE 7  TRADING RELATED INCOME (TEB)(1)
<Table>
<Caption>
-------------------------------------------------------------------------------------------
(millions of dollars)                                      2001           2000         1999
-------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>
Net interest income                                      $  219         $ (287)        $ 30
Other income                                              1,318          1,225          679
-------------------------------------------------------------------------------------------
TOTAL TRADING RELATED INCOME (TEB)                       $1,537         $  938         $709
                                                         ======         ======         ====
BY BUSINESS
Interest rate and credit portfolios                      $  780         $  383         $417
Foreign exchange portfolios                                 247            200          145
Equity and other portfolios                                 510            355          147
-------------------------------------------------------------------------------------------
TOTAL TRADING RELATED INCOME (TEB)                       $1,537         $  938         $709
                                                         ======         ======         ====
</Table>

(1)  Trading related income includes both trading income reported in other
     income and net interest income derived from trading instruments.


TABLE 8  NON-INTEREST EXPENSES AND EFFICIENCY RATIO(1)
<Table>
<Caption>
------------------------------------------------------------------------------------------------------
(millions of dollars)                                    2001       2000      1999      1998      1997
------------------------------------------------------------------------------------------------------
<S>                                                   <C>        <C>        <C>       <C>       <C>
SALARIES AND EMPLOYEE BENEFITS
Salaries                                              $ 2,225    $ 2,032    $1,475    $1,362    $1,208
Incentive compensation                                  1,150      1,048       785       630       478
Pension and other employee benefits                       333        319       223       175       140
------------------------------------------------------------------------------------------------------
Salaries and employee benefits total                    3,708      3,399     2,483     2,167     1,826
------------------------------------------------------------------------------------------------------
OCCUPANCY
Rent                                                      323        266       209       196       171
Depreciation                                              149        104        80        73        72
Other                                                     120        128        84        75        70
------------------------------------------------------------------------------------------------------
Occupancy total                                           592        498       373       344       313
------------------------------------------------------------------------------------------------------
EQUIPMENT
Rent                                                      159        118        88        78        58
Depreciation                                              169        156       121       108        86
Other                                                     328        287       186       149       126
------------------------------------------------------------------------------------------------------
Equipment total                                           656        561       395       335       270
------------------------------------------------------------------------------------------------------
GENERAL
Marketing and business development                        410        434       261       213       188
Brokerage related fees                                    229        260       221       162       100
Professional and advisory services                        322        284       172       140       134
Communications                                            205        202       155       142       121
Capital and business taxes                                106         82        86        73       110
Postage                                                   115        110        82        65        59
Travel and relocation                                      67         65        46        45        38
Deposit insurance premiums                                 33         28        41        63        64
Other - excluding non-cash goodwill/intangible
  amortization and restructuring costs                    482        384       193       139       103
------------------------------------------------------------------------------------------------------
General total                                           1,969      1,849     1,257     1,042       917
------------------------------------------------------------------------------------------------------
TOTAL EXPENSES EXCLUDING NON-CASH
  GOODWILL/INTANGIBLE AMORTIZATION AND
  RESTRUCTURING COSTS                                 $ 6,925    $ 6,307    $4,508    $3,888    $3,326
                                                      =======    =======    ======    ======    ======
PERCENTAGE INCREASE                                       9.8%      39.9%     15.9%     16.9%     25.3%
                                                      =======    =======    ======    ======    ======
EFFICIENCY RATIO
Net interest income (TEB)                             $ 4,636    $ 3,804    $3,173    $3,140    $2,983
Other income                                            6,447      6,400     4,092     3,197     2,650
------------------------------------------------------------------------------------------------------
Total revenue (TEB)                                    11,083     10,204     7,265     6,337     5,633
Deduct one-time gains                                     350          -        61       246       200
------------------------------------------------------------------------------------------------------
Adjusted revenue (TEB)                                $10,733    $10,204    $7,204    $6,091    $5,433
                                                      =======    =======    ======    ======    ======
EFFICIENCY RATIO - EXCLUDING NON-CASH
  GOODWILL/INTANGIBLE AMORTIZATION, RESTRUCTURING
  COSTS AND ONE-TIME GAINS(2)                            64.5%      61.8%     62.6%     63.8%     61.2%
                                                      =======    =======    ======    ======    ======
</Table>

(1)  Expenses used to compute the efficiency ratio exclude non-cash
     goodwill/intangible amortization from business combinations, and
     restructuring costs related to acquisitions and significant business
     restructuring initiatives (TD Securities in 2001, TD Waterhouse Group, Inc.
     in 2001, the acquisition of Newcrest in 2001 and the acquisition of Canada
     Trust in 2000).

(2)  Excludes special gains on the sale of TD Waterhouse Group, Inc. and
     Knight/Trimark in 1999, real estate gains in 2001 and other one-time gains.


<Page>

36 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

TABLE 9  TAXES
<Table>
<Caption>
---------------------------------------------------------------------------------------------
(millions of dollars)                          2001      2000      1999       1998       1997
---------------------------------------------------------------------------------------------
<S>                                           <C>        <C>     <C>        <C>        <C>
INCOME TAXES
Consolidated statement of income              $(164)     $296    $1,090       $611       $641
Taxable equivalent adjustment                   245       199       192        199        161
---------------------------------------------------------------------------------------------
                                                 81       495     1,282        810        802
OTHER TAXES
Payroll taxes                                   174       160        85         86         82
Deposit insurance premiums                       33        28        41         63         64
Capital taxes                                    80        76        77         71         83
GST and provincial sales taxes                  149        92        82         93         74
Municipal and business taxes                    109        93        71         60         68
---------------------------------------------------------------------------------------------
Total other taxes                               545       449       356        373        371
---------------------------------------------------------------------------------------------
TOTAL TAXES                                    $626      $944    $1,638     $1,183     $1,173
                                               ====      ====    ======     ======     ======
EFFECTIVE INCOME TAX RATE(1)                   30.8%     38.7%     40.7%      42.0%      42.4%
EFFECTIVE TOTAL TAX RATE(1)                    40.9%     45.8%     46.8%      51.3%      51.9%
                                               ====      ====    ======     ======     ======
</Table>

(1)  Excludes restructuring costs related to acquisitions and significant
     business restructuring initiatives (TD Securities in 2001, TD Waterhouse
     Group, Inc. in 2001, the acquisition of Newcrest in 2001 and the
     acquisition of Canada Trust in 2000), the net effect of real estate gains
     and general provision increases in 2001, goodwill and intangibles gross-up
     and benefits in 2001 and 2000 as well as the special gain on the sale of TD
     Waterhouse Group, Inc. in 1999.

TABLE 10  LOANS TO SMALL AND MID-SIZED BUSINESS CUSTOMERS
<Table>
<Caption>
-------------------------------------------------------------------------------------
(millions of dollars)
-------------------------------------------------------------------------------------
                                          Loans authorized         Amount outstanding
-------------------------------------------------------------------------------------
LOAN AMOUNT                        2001     2000      1999     2001    2000      1999
-------------------------------------------------------------------------------------
<S>                             <C>      <C>       <C>       <C>     <C>       <C>
(THOUSANDS OF DOLLARS)
0 - 24                           $1,107   $1,029      $340     $590    $486      $170
25 - 49                             725      720       462      435     431       279
50 - 99                           1,263    1,200       971      748     718       604
100 - 249                         2,690    2,507     2,278    1,676   1,545     1,446
250 - 499                         2,409    2,275     2,190    1,416   1,332     1,322
500 - 999                         2,552    2,443     2,448    1,371   1,272     1,331
1,000 - 4,999                     7,266    7,360     7,366    3,336   3,360     3,358
-------------------------------------------------------------------------------------
TOTAL(1)                        $18,012  $17,534   $16,055   $9,572  $9,144    $8,510
                                =======  =======   =======   ======  ======    ======
</Table>

(1)  Personal loans used for business purposes are not included in these totals.

<Page>

37 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

TABLE 11  LOANS AND CUSTOMERS' LIABILITY UNDER ACCEPTANCES AT YEAR END
<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------
(millions of dollars)
---------------------------------------------------------------------------------------------------------------------
                                                                               Other
                                          Canada(1)  United States(1)  international(1)                         Total
---------------------------------------------------------------------------------------------------------------------
BY SECTOR                            2001      2000     2001     2000     2001    2000      2001      2000       1999
---------------------------------------------------------------------------------------------------------------------
<S>                              <C>       <C>       <C>      <C>       <C>     <C>      <C>     <C>          <C>
Residential mortgages             $50,804   $44,400      $ -       $-       $3      $-   $50,807   $44,400    $31,483
Consumer instalment and other
  personal                         26,777    24,863    4,329    9,993       20      20    31,126    34,876     20,443
---------------------------------------------------------------------------------------------------------------------
Total residential and personal     77,581    69,263    4,329    9,993       23      20    81,933    79,276     51,926
---------------------------------------------------------------------------------------------------------------------
Real estate development
    Commercial and industrial       1,943     1,997      117       42        -       -     2,060     2,039      1,687
    Residential                     1,333     1,641       71       36        -       -     1,404     1,677      1,161
    Retail                            445       904        -        -       30      35       475       939        526
    Real estate services              265       264       15       42        -       -       280       306        204
---------------------------------------------------------------------------------------------------------------------
Total real estate                   3,986     4,806      203      120       30      35     4,219     4,961      3,578
Agriculture                         2,309     2,324        -        -        -       2     2,309     2,326      2,035
Apparel and textile                   398       399       17       13       36       -       451       412        576
Automotive                          1,378     1,420      164      364       16      14     1,558     1,798      1,753
Cable                                 562       374      847    1,329      549     527     1,958     2,230      1,732
Chemical                              582       953      458      460       85     201     1,125     1,614      2,040
Construction                          667       695      107      175       70     148       844     1,018        596
Financial                           2,180     2,803      780      813    1,152     962     4,112     4,578      4,434
Food, beverage and tobacco          1,744     1,479      192      192      195     231     2,131     1,902      1,990
Forestry                              909       836      619      571      192     328     1,720     1,735      1,609
Government                            311       511       37       47        -   1,170       348     1,728        422
Health and social services          1,037     1,075      150      258        -      19     1,187     1,352      1,656
Media and entertainment             1,699     2,062    1,360    2,086      658     707     3,717     4,855      4,557
Metals and mining                     963       924      267      266      114     240     1,344     1,430      1,438
Oil and gas                         2,240     2,811    1,022    1,079       79     160     3,341     4,050      3,198
Retail                                909       862      410      134        8      51     1,327     1,047        872
Sundry manufacturing                1,341     1,379      251      303       55     370     1,647     2,052      2,528
Telecommunications                    285       434    2,983    2,038      983     768     4,251     3,240      1,741
Transportation                      1,133       901       85       52       89     220     1,307     1,173      1,254
Utilities                             794       988    2,618    1,869    1,450   1,523     4,862     4,380      4,360
All other loans                     2,536     2,846      306      308      262     222     3,104     3,376      2,230
---------------------------------------------------------------------------------------------------------------------
Total business and government      27,963    30,882   12,876   12,477    6,023   7,898    46,862    51,257     44,599
---------------------------------------------------------------------------------------------------------------------
TOTAL                            $105,544  $100,145  $17,205  $22,470   $6,046  $7,918  $128,795  $130,533    $96,525
                                 ========  ========  =======  =======   ======  ======   ======= =========    =======
PERCENTAGE CHANGE                     5.4%     42.7%  (23.4)%    17.7%   (23.6)%   9.1%    (1.3)%     35.2%       1.7%
                                 ========  ========  =======  =======   ======  ======   ======= =========    =======
</Table>

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------
                                                                                       2001     2000       1999
BY LOCATION OF ULTIMATE RISK                           2001      2000        1999     % MIX    % mix      % mix
---------------------------------------------------------------------------------------------------------------
<S>                                                 <C>       <C>          <C>         <C>      <C>        <C>
CANADA
Atlantic                                           $  3,352  $  3,108     $ 2,420       2.6      2.4        2.5
Quebec                                                5,769     5,332       5,452       4.5      4.1        5.6
Ontario                                              66,475    62,583      42,218      51.6     48.0       43.7
Prairies                                             16,156    15,188      11,748      12.5     11.6       12.2
British Columbia                                     14,296    13,865       8,355      11.1     10.6        8.7
---------------------------------------------------------------------------------------------------------------
Total Canada                                        106,048   100,076      70,193      82.3     76.7       72.7
---------------------------------------------------------------------------------------------------------------
United States                                        15,768    21,608      18,486      12.3     16.6       19.2
---------------------------------------------------------------------------------------------------------------
OTHER INTERNATIONAL
United Kingdom                                        1,549     1,906       2,330       1.2      1.5        2.4
Europe - other                                        1,224     1,629         427        .9      1.2         .4
Australia and New Zealand                             1,356     1,695       3,026       1.1      1.3        3.1
Japan                                                    15     1,236         253         -       .9         .3
Asia - other                                          1,755     1,337         946       1.4      1.0        1.0
Latin America and Caribbean                           1,068     1,034         860        .8       .8         .9
Middle East and Africa                                   12        12           4         -        -          -
---------------------------------------------------------------------------------------------------------------
Total other international                             6,979     8,849       7,846       5.4      6.7        8.1
---------------------------------------------------------------------------------------------------------------
TOTAL                                              $128,795  $130,533     $96,525     100.0    100.0      100.0
                                                   ========  ========     =======     =====    =====      =====
PERCENTAGE CHANGE OVER PREVIOUS YEAR
Canada                                                  6.0%     42.6%       (1.5)%
United States                                         (27.0)     16.9        30.6
Other international                                   (21.1)     12.8       (17.1)
----------------------------------------------------------------------------------
TOTAL                                                  (1.3)%    35.2%        1.7%
                                                       ====      ====         ===
</Table>

(1)  Based on geographic location of unit responsible for recording revenue.

<Page>

38 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

TABLE 12  IMPAIRED LOANS LESS ALLOWANCE FOR CREDIT LOSSES AT YEAR END
<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------
(millions of dollars)
---------------------------------------------------------------------------------------------------------------------
                                                                                Other
                                           Canada(1)  United States(1)  international(1)                        Total
---------------------------------------------------------------------------------------------------------------------
BY SECTOR                             2001      2000     2001     2000     2001    2000      2001      2000      1999
---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>      <C>      <C>      <C>     <C>     <C>        <C>       <C>
Residential mortgages                  $82       $69     $  -     $  -     $  -    $  -      $ 82      $ 69       $46
Consumer instalment and
  other personal                        94        47        -        -        -       -        94        47        27
---------------------------------------------------------------------------------------------------------------------
Total residential and personal         176       116        -        -        -       -       176       116        73
---------------------------------------------------------------------------------------------------------------------
Real estate development
    Commercial and industrial            5        16        -        -        -       -         5        16        13
    Residential                          6         2        -        -        -       -         6         2         2
    Retail                               -         -        -        -        -       -         -         -         -
    Real estate services                 2         2        -        -        -       -         2         2         4
---------------------------------------------------------------------------------------------------------------------
Total real estate                       13        20        -        -        -       -        13        20        19
Agriculture                             22        21        -        -        -       -        22        21        16
Apparel and textile                     (5)       (4)       -        8        -       -        (5)        4        68
Automotive                               4         2        1        1        -       -         5         3         6
Cable                                    -         -        -        -        -       -         -         -         -
Chemical                                 2         -        -        -        -       -         2         -         1
Construction                             8        (2)      33        -        1       3        42         1         5
Financial                                1         -        -        -        -       -         1         -         2
Food, beverage and tobacco               9         6        -        -        -       -         9         6        47
Forestry                                24        28        -        -        -       -        24        28        50
Health and social services               4         -        -       95        -       -         4        95        59
Media and entertainment                 19        25        -        -       10       -        29        25         9
Metals and mining                        3         -        -        -        -       -         3         -         2
Oil and gas                              1         -        -        -        -       -         1         -        18
Retail                                  (2)        -        -        -        -       -        (2)        -         8
Sundry manufacturing                    39         -       63       21        -       -       102        21        21
Telecommunications                       -         -      276       46        4       -       280        46         6
Transportation                         137       143       36       40        -       -       173       183         3
Utilities                               25        25      147       66       35      13       207       104        29
All other loans                          2         4        -        -        -       -         2         4        13
---------------------------------------------------------------------------------------------------------------------
Total business and government          306       268      556      277       50      16       912       561       382
---------------------------------------------------------------------------------------------------------------------
TOTAL NET IMPAIRED LOANS BEFORE
  GENERAL ALLOWANCES                  $482      $384     $556     $277      $50     $16    $1,088      $677      $455
---------------------------------------------------------------------------------------------------------------------
Less: general allowances                                                                    1,141       836       712
---------------------------------------------------------------------------------------------------------------------
TOTAL NET IMPAIRED LOANS                                                                     $(53)    $(159)    $(257)
                                                                                             ====     =====     =====
NET IMPAIRED LOANS AS A %
  OF COMMON EQUITY                                                                           (.4)%    (1.4)%     (2.4)%
                                                                                             ====     =====     =====
</Table>

<Table>
<Caption>
                                                                                    2001     2000       1999
BY LOCATION(1)                                        2001      2000      1999     % MIX    % mix      % mix
------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>       <C>       <C>      <C>        <C>
CANADA
Atlantic                                           $    8      $   7     $   9        .7      1.0        2.0
Quebec                                                 25         40        37       2.3      5.9        8.1
Ontario                                               383        297       254      35.2     43.9       55.8
Prairies                                               31         17        24       2.9      2.5        5.3
British Columbia                                       35         23        16       3.2      3.4        3.5
------------------------------------------------------------------------------------------------------------
Total Canada                                          482        384       340      44.3     56.7       74.7
------------------------------------------------------------------------------------------------------------
United States                                         556        277       102      51.1     40.9       22.4
------------------------------------------------------------------------------------------------------------
Other international                                    50         16        13       4.6      2.4        2.9
------------------------------------------------------------------------------------------------------------
Total net impaired loans before
  general allowances                               $1,088      $ 677     $ 455     100.0    100.0      100.0
                                                   ======      =====     =====     =====    =====      =====
LESS: GENERAL ALLOWANCES                            1,141        836       712
-------------------------------------------------------------------------------
TOTAL NET IMPAIRED LOANS                           $ (53)      $(159)    $(257)
                                                   ======      =====     =====
NET IMPAIRED LOANS AS A % OF NET LOANS(2)              -%       (.1)%      (.3)%
                                                   ======      =====     =====
</Table>

(1)  Based on geographic location of unit responsible for recording revenue.
(2)  Includes customers' liability under acceptances.

TABLE 13  IMPACT ON NET INTEREST INCOME DUE TO IMPAIRED LOANS
<Table>
<Caption>
--------------------------------------------------------------------------------------------------------
(millions of dollars)                                              2001            2000             1999
--------------------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>               <C>
REDUCTION IN NET INTEREST INCOME DUE TO IMPAIRED LOANS           $  127           $ 103             $ 63
Recoveries                                                          (25)            (15)             (11)
--------------------------------------------------------------------------------------------------------
NET REDUCTION                                                    $  102           $  88             $ 52
                                                                 ======           =====             ====
</Table>

<Page>

39 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

TABLE 14  PROVISION FOR CREDIT LOSSES
<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------
(millions of dollars)
---------------------------------------------------------------------------------------------------------------------
                                                                                Other
                                           Canada(1)  United States(1)  international(1)                        Total
---------------------------------------------------------------------------------------------------------------------
BY SECTOR                             2001      2000     2001     2000     2001    2000      2001      2000      1999
---------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>      <C>      <C>      <C>     <C>       <C>       <C>       <C>
Residential mortgages                 $  3      $  9     $  -     $  -     $  -    $  -      $  3      $  9      $  4
Consumer instalment and
  other personal                       248       162        2        2        -       -       250       164        44
---------------------------------------------------------------------------------------------------------------------
Total residential and personal         251       171        2        2        -       -       253       173        48
---------------------------------------------------------------------------------------------------------------------
Real estate development
    Commercial and industrial           (3)      (10)      (1)       -        -       -        (4)      (10)        -
    Residential                          1         -        -        -        -       -         1         -        (5)
    Retail                               -         -        -        -        -       -         -         -        (1)
    Real estate services                 1         -        -        -        -       -         1         -         -
---------------------------------------------------------------------------------------------------------------------
Total real estate                       (1)      (10)      (1)       -        -       -        (2)      (10)       (6)
Agriculture                              2         6        -        -        -       -         2         6         3
Apparel and textile                      1       (11)      (3)      24        -       -        (2)       13        36
Automotive                               2         1        8        -        -       -        10         1         5
Cable                                    -         -        -        -        -       -         -         -         -
Chemical                                 -         -        -        -        -       -         -         -         1
Construction                             9         3       33        -        2       -        44         3         2
Financial                                1         -        -        -       (2)      4        (1)        4        10
Food, beverage and tobacco              (1)        -        -        -        -       -        (1)        -         7
Forestry                               (20)        9        -        -        -       -       (20)        9        45
Health and social services               2         -       14      102        -       -        16       102        36
Media and entertainment                 19        17        -        -        4       -        23        17         5
Metals and mining                        2         -        -        -        -       -         2         -         2
Oil and gas                             (1)        -        -       (2)       -       -        (1)       (2)        1
Retail                                   5         -        -        -        -       -         5         -         3
Sundry manufacturing                    21         -       18        7        -       -        39         7         8
Telecommunications                       -         -      208        5       (4)      5       204        10       (43)
Transportation                          11        71        3        6        -       -        14        77         1
Utilities                                -        43       11       13       23      14        34        70         4
All other loans                          1         -        -        -        -       -         1         -         7
---------------------------------------------------------------------------------------------------------------------
Total business and government           53       129      291      155       23      23       367       307       127
---------------------------------------------------------------------------------------------------------------------
TOTAL BEFORE SPECIAL GENERAL
  PROVISION(3)                        $304      $300     $293     $157      $23     $23      $620      $480      $175
---------------------------------------------------------------------------------------------------------------------
Special general provision                                                                     300         -       100
---------------------------------------------------------------------------------------------------------------------
TOTAL                                                                                        $920      $480      $275
                                                                                             ====      ====      ====
</Table>

<Table>
<Caption>
                                                                                    2001     2000     1999
BY LOCATION(1)                                        2001      2000      1999     % MIX    % mix    % mix
----------------------------------------------------------------------------------------------------------
<S>                                                   <C>       <C>       <C>      <C>      <C>      <C>
CANADA
Atlantic                                               $14        $9        $5       1.5      1.9      1.8
Quebec                                                  26        26        17       2.8      5.4      6.2
Ontario                                                187       200        74      20.3     41.7     26.9
Prairies                                                41        27        13       4.6      5.6      4.7
British Columbia                                        36        38         8       3.8      7.9      2.9
----------------------------------------------------------------------------------------------------------
Total Canada                                           304       300       117      33.0     62.5     42.5
----------------------------------------------------------------------------------------------------------
United States                                          293       157        45      31.9     32.7     16.4
----------------------------------------------------------------------------------------------------------
OTHER INTERNATIONAL
United Kingdom                                           -         8         5         -      1.6      1.7
Australia                                                4         6         4        .4      1.3      1.5
Asia and Latin America                                  19         9         4       2.1      1.9      1.5
----------------------------------------------------------------------------------------------------------
Total other international                               23        23        13       2.5      4.8      4.7
----------------------------------------------------------------------------------------------------------
SPECIAL GENERAL PROVISION                              300         -       100      32.6        -     36.4
----------------------------------------------------------------------------------------------------------
TOTAL                                                 $920      $480      $275     100.0    100.0    100.0
                                                      ====      ====      ====     =====    =====    =====
PROVISION FOR CREDIT LOSSES AS A % OF NET
  AVERAGE LOANS(2)
Canada
    Residential mortgages                              .01%      .02%      .01%
    Personal                                           .96       .77       .35
    Business and other                                 .18       .46       .26
Total Canada                                           .29       .33       .16
United States                                         1.57       .71       .24
Other international                                    .31       .26       .17
Special general provision                              .23         -       .10
-------------------------------------------------------------------------------
TOTAL                                                  .71%      .39%      .28%
                                                      ====      ====      ====
</Table>

(1)  Based on geographic location of unit responsible for recording revenue.
(2)  Includes customers' liability under acceptances.
(3)  There were no restructured loans written off during the years ended October
     31, 2001 and October 31, 2000 and $10 million of restructured loans were
     written off during the year ended October 31, 1999.

<Page>

40 HOW WE PERFORMED IN 2O01

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE

TABLE 15  CURRENT REPLACEMENT COST OF DERIVATIVES
<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------
(millions of dollars)
--------------------------------------------------------------------------------------------------------------------
                                                                                Other
                                           Canada(1)  United States(1)  international(1)                       Total
--------------------------------------------------------------------------------------------------------------------
BY SECTOR                              2001      2000     2001    2000     2001    2000     2001      2000      1999
--------------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>      <C>       <C>    <C>     <C>     <C>       <C>       <C>
Financial                           $10,485    $7,045   $1,212    $674   $9,044  $5,363  $20,741   $13,082    $8,941
Government                              891       395        2       -      313     273    1,206       668       483
Other                                 1,271     1,025      798     193      806     694    2,875     1,912     1,592
--------------------------------------------------------------------------------------------------------------------
Current replacement cost            $12,647    $8,465   $2,012    $867  $10,163  $6,330   24,822    15,662    11,016
--------------------------------------------------------------------------------------------------------------------
Less impact of master netting
  agreements and collateral                                                               15,779     7,847     5,419
--------------------------------------------------------------------------------------------------------------------
                                                                                         $ 9,043   $ 7,815   $ 5,597
                                                                                         =======   =======   =======
</Table>

<Table>
<Caption>
                                                                             2001        2000
BY LOCATION OF ULTIMATE RISK                               2001      2000   % MIX       % mix
----------------------------------------------------------------------------------------------
<S>                                                       <C>      <C>      <C>         <C>
Canada                                                    $5,261   $3,734    21.2        23.8
----------------------------------------------------------------------------------------------
United States                                              7,706    4,295    31.0        27.4
----------------------------------------------------------------------------------------------
OTHER INTERNATIONAL
United Kingdom                                             2,948    1,644    11.9        10.5
Europe - other                                             6,783    4,675    27.3        29.8
Australia and New Zealand                                    683      510     2.8         3.3
Japan                                                        364      218     1.5         1.4
Asia - other                                                 158       48      .6          .3
Latin America and Caribbean                                  127       90      .5          .6
Middle East and Africa                                       792      448     3.2         2.9
----------------------------------------------------------------------------------------------
Total other international                                 11,855    7,633    47.8        48.8
----------------------------------------------------------------------------------------------
Total current replacement cost                            24,822   15,662   100.0       100.0
----------------------------------------------------------------------------------------------
Less impact of master netting
  agreements and collateral                               15,779    7,847
----------------------------------------------------------------------------------------------
                                                          $9,043   $7,815
                                                          ======   ======
</Table>

(1)  Based on geographic location of unit responsible for recording revenue.


TABLE 16  ASSETS UNDER ADMINISTRATION AND ASSETS UNDER MANAGEMENT
<Table>
<Caption>
---------------------------------------------------------------------------------------------------
(millions of dollars)                                                    2001       2000       1999
---------------------------------------------------------------------------------------------------
<S>                                                                  <C>        <C>        <C>
ASSETS UNDER ADMINISTRATION
TD CANADA TRUST
Retail custody and other                                              $16,754    $16,875    $15,776
Loans securitized                                                      18,256     21,373      8,070
---------------------------------------------------------------------------------------------------
Total TD Canada Trust                                                  35,010     38,248     23,846
---------------------------------------------------------------------------------------------------
TD WATERHOUSE - CUSTOMER ASSETS
Retail brokerage - Canada                                              47,602     52,739     36,232
                 - United States and other international              151,721    189,195    145,176
---------------------------------------------------------------------------------------------------
Total TD Waterhouse                                                   199,323    241,934    181,408
---------------------------------------------------------------------------------------------------
TD WEALTH MANAGEMENT                                                   40,790     40,442     24,742
---------------------------------------------------------------------------------------------------
TOTAL ASSETS UNDER ADMINISTRATION                                    $275,123   $320,624   $229,996
                                                                     ========   ========   ========
ASSETS UNDER MANAGEMENT
TD WEALTH MANAGEMENT                                                 $119,467   $112,299    $68,971
                                                                     ========   ========    =======
</Table>
<Page>

41 FINANCIAL RESULTS

CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL REPORTING RESPONSIBILITY

The consolidated financial statements of The Toronto-Dominion Bank and related
financial information presented in this Annual Report have been prepared by
management, which is responsible for their integrity, consistency, objectivity
and reliability. Canadian generally accepted accounting principles as well as
the requirements of the Bank Act and the related regulations have been applied
and management has exercised its judgement and made best estimates where deemed
appropriate.

   The Bank's accounting system and related internal controls are designed, and
supporting procedures maintained, to provide reasonable assurance that
financial records are complete and accurate and that assets are safeguarded
against loss from unauthorized use or disposition. These supporting procedures
include the careful selection and training of qualified staff, the
establishment of organizational structures providing a well-defined division of
responsibilities and accountability for performance, and the communication of
policies and guidelines of business conduct throughout the Bank.

   The Bank's Board of Directors, acting through the Audit and Risk Management
Committee which is comprised of directors who are not officers or employees of
the Bank, oversees management's responsibilities for the financial reporting
and internal control systems.

   The Bank's Chief Internal Auditor, who has full and free access to the Audit
and Risk Management Committee, conducts an extensive program of audits in
coordination with the Bank's shareholders' auditors. This program is an integral
part of the system of internal control and is carried out by a professional
staff of auditors.

   The Superintendent of Financial Institutions Canada makes such examination
and enquiry into the affairs of the Bank as he may deem necessary to satisfy
himself that the provisions of the Bank Act, having reference to the safety of
the depositors, are being duly observed and that the Bank is in a sound
financial condition.

   Ernst & Young LLP and PricewaterhouseCoopers LLP, the shareholders' auditors,
have audited our consolidated financial statements. They have full and free
access to, and meet periodically with, the Audit and Risk Management Committee
to discuss their audit and matters arising therefrom such as comments they may
have on the fairness of financial reporting and the adequacy of internal
controls.

A. CHARLES BAILLIE                W. EDMUND CLARK
Chairman and                      President and
Chief Executive Officer           Chief Operating Officer

DANIEL A. MARINANGELI
Executive Vice President and
Chief Financial Officer

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheet of The Toronto-Dominion Bank as
at October 31, 2001 and the consolidated statements of income, changes in
shareholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Bank's management. Our responsibility
is to express an opinion on these financial statements based on our audit.

   We conducted our audit in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

   In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Bank as at October 31, 2001
and the results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles, including the
accounting requirements of the Superintendent of Financial Institutions Canada.

   The consolidated financial statements for the years ended October 31, 2000
and 1999 were audited by Ernst & Young LLP and KPMG LLP who expressed an opinion
thereon without reservation in their report dated November 16, 2000.

ERNST & YOUNG LLP              PRICEWATERHOUSECOOPERS LLP
Chartered Accountants          Chartered Accountants

Toronto, Canada
November 15, 2001

<Page>

42 FINANCIAL RESULTS

CONSOLIDATED BALANCE SHEET

<Table>
<Caption>
As at October 31
----------------------------------------------------------------------------------------
(millions of dollars)                                                    2001       2000
----------------------------------------------------------------------------------------
<S>                                                                  <C>        <C>
ASSETS
----------------------------------------------------------------------------------------
CASH RESOURCES
Cash, deposits with Bank of Canada and
  non-interest-bearing deposits with other banks                     $  1,961   $  1,522
Interest-bearing deposits with other banks                              3,984      2,665
----------------------------------------------------------------------------------------
                                                                        5,945      4,187
----------------------------------------------------------------------------------------
SECURITIES PURCHASED UNDER RESALE AGREEMENTS                           20,205     13,974
----------------------------------------------------------------------------------------
SECURITIES (NOTE 2)
Investment                                                             31,010     27,090
Trading                                                                66,184     58,297
----------------------------------------------------------------------------------------
                                                                       97,194     85,387
----------------------------------------------------------------------------------------
LOANS (NET OF ALLOWANCE FOR CREDIT LOSSES) (NOTE 3)
Residential mortgages                                                  50,807     44,400
Consumer instalment and other personal                                 31,126     34,876
Business and government                                                37,740     41,445
----------------------------------------------------------------------------------------
                                                                      119,673    120,721
----------------------------------------------------------------------------------------
OTHER
Customers' liability under acceptances                                  9,122      9,812
Trading derivatives' market revaluation (NOTE 14)                      21,435     14,258
Goodwill and intangible assets from business combinations               6,616      7,835
Land, buildings and equipment (NOTE 5)                                  1,832      2,791
Other assets                                                            5,816      5,853
----------------------------------------------------------------------------------------
                                                                       44,821     40,549
----------------------------------------------------------------------------------------
TOTAL ASSETS                                                         $287,838   $264,818
                                                                     ========   ========
LIABILITIES
----------------------------------------------------------------------------------------
DEPOSITS (NOTE 6)
Personal                                                             $ 95,982   $ 92,488
Banks                                                                  23,173     25,324
Business and government                                                74,759     67,996
----------------------------------------------------------------------------------------
                                                                      193,914    185,808
----------------------------------------------------------------------------------------
OTHER
Acceptances                                                             9,122      9,812
Obligations related to securities sold short                           21,436     19,007
Obligations related to securities sold under repurchase agreements     14,637      8,856
Trading derivatives' market revaluation (NOTE 14)                      21,770     12,802
Other liabilities                                                       7,391      9,644
----------------------------------------------------------------------------------------
                                                                       74,356     60,121
----------------------------------------------------------------------------------------
SUBORDINATED NOTES AND DEBENTURES (NOTE 7)                              4,892      4,883
----------------------------------------------------------------------------------------
NON-CONTROLLING INTEREST IN SUBSIDIARIES (NOTE 8)                       1,272      1,656
----------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
----------------------------------------------------------------------------------------
Capital stock (NOTE 9)
  Preferred                                                             1,492      1,251
  Common                                                                2,259      2,060
Retained earnings                                                       9,653      9,039
----------------------------------------------------------------------------------------
                                                                       13,404     12,350
----------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $287,838   $264,818
                                                                     ========   ========
</Table>

A. CHARLES BAILLIE              W. EDMUND CLARK
Chairman and                    President and
Chief Executive Officer         Chief Operating Officer

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   PAGE 46

<Page>

43 FINANCIAL RESULTS

CONSOLIDATED STATEMENT OF INCOME

<Table>
<Caption>
For the years ended October 31
-----------------------------------------------------------------------------------------------------
(millions of dollars)                                                   2001         2000        1999
-----------------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>         <C>
INTEREST INCOME
Loans                                                              $  10,154    $   9,956   $   7,594
Securities                                                             3,926        3,245       2,768
Deposits with banks                                                      391          474         512
-----------------------------------------------------------------------------------------------------
                                                                      14,471       13,675      10,874
-----------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Deposits                                                               8,284        8,794       6,254
Subordinated notes and debentures                                        297          251         181
Other obligations                                                      1,499        1,025       1,458
-----------------------------------------------------------------------------------------------------
                                                                      10,080       10,070       7,893
-----------------------------------------------------------------------------------------------------
NET INTEREST INCOME                                                    4,391        3,605       2,981
PROVISION FOR CREDIT LOSSES (NOTE 3)                                     920          480         275
-----------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER CREDIT LOSS PROVISION                        3,471        3,125       2,706
-----------------------------------------------------------------------------------------------------
OTHER INCOME
Investment and securities services                                     2,205        2,640       1,721
Credit fees                                                              425          545         463
Net investment securities gains                                          216          382       1,079
Trading income                                                         1,318        1,225         679
Service charges                                                          589          463         289
Loan securitizations                                                     272          236          94
Card services                                                            249          233         190
Insurance                                                                326          198          65
Trust fees                                                                86           75          23
Gains on sale of investment real estate (NOTE 18)                        350           --          --
Other                                                                    411          403         206
-----------------------------------------------------------------------------------------------------
                                                                       6,447        6,400       4,809
-----------------------------------------------------------------------------------------------------
NET INTEREST AND OTHER INCOME                                          9,918        9,525       7,515
GAIN ON SALE OF TD WATERHOUSE GROUP, INC                                  --           --       1,122
-----------------------------------------------------------------------------------------------------
NET INTEREST AND OTHER INCOME, INCLUDING GAIN                          9,918        9,525       8,637
-----------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSES
Salaries and employee benefits (NOTE 10)                               3,708        3,399       2,483
Occupancy including depreciation                                         592          498         373
Equipment including depreciation                                         656          561         395
Amortization of intangible assets from business combinations           1,292        1,203           2
Restructuring costs (NOTE 19)                                            239          475          --
Other                                                                  1,969        1,849       1,257
-----------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSES EXCLUDING GOODWILL AMORTIZATION                  8,456        7,985       4,510
-----------------------------------------------------------------------------------------------------
INCOME BEFORE PROVISION FOR (BENEFIT OF) INCOME TAXES                  1,462        1,540       4,127
PROVISION FOR (BENEFIT OF) INCOME TAXES (NOTE 11)                       (155)         305       1,099
-----------------------------------------------------------------------------------------------------
INCOME BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARIES                 1,617        1,235       3,028
NON-CONTROLLING INTEREST IN NET INCOME OF SUBSIDIARIES                    45           77           5
-----------------------------------------------------------------------------------------------------
INCOME BEFORE GOODWILL AMORTIZATION                                    1,572        1,158       3,023
GOODWILL AMORTIZATION, NET OF TAX                                        189          133          42
-----------------------------------------------------------------------------------------------------
NET INCOME                                                             1,383        1,025       2,981
PREFERRED DIVIDENDS (NOTE 9)                                              83           56          43
-----------------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO COMMON SHARES
                          - INCLUDING GOODWILL AMORTIZATION        $   1,300    $     969   $   2,938
                                                                   =========    =========   =========
                          - EXCLUDING GOODWILL AMORTIZATION        $   1,489    $   1,102   $   2,980
                                                                   =========    =========   =========
Average number of common shares outstanding (thousands) (NOTE 9)     627,047      621,585     599,331
Earnings per common share - including goodwill amortization        $    2.07    $    1.56   $    4.90
                          - excluding goodwill amortization             2.37         1.77        4.97
Dividends per common share                                              1.09          .92         .72
</Table>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   PAGE 46


<Page>

44 FINANCIAL RESULTS

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<Table>
<Caption>
For the years ended October 31
------------------------------------------------------------------------------------------------
(millions of dollars)                                               2001        2000        1999
------------------------------------------------------------------------------------------------
<S>                                                             <C>         <C>         <C>
PREFERRED SHARES (NOTE 9)
Balance at beginning of year                                    $  1,251    $    833    $    845
Proceeds from share issues                                           225         410          --
Translation adjustment on shares issued in a foreign currency         16           8         (12)
------------------------------------------------------------------------------------------------
Balance at end of year                                             1,492       1,251         833
------------------------------------------------------------------------------------------------
COMMON SHARES (NOTE 9)
Balance at beginning of year                                       2,060       2,006       1,301
Issued on acquisition of subsidiaries                                181          41          --
Proceeds from shares issued for cash                                  --          --         700
Proceeds from shares issued on exercise of options                    18          13           5
------------------------------------------------------------------------------------------------
Balance at end of year                                             2,259       2,060       2,006
------------------------------------------------------------------------------------------------
RETAINED EARNINGS
Balance at beginning of year                                       9,039       8,694       6,387
Net income                                                         1,383       1,025       2,981
Preferred dividends                                                  (83)        (56)        (43)
Common dividends                                                    (684)       (572)       (433)
Foreign currency translation adjustments, net of income taxes        171           2        (149)
Stock options settled in cash, net of income taxes                   (39)        (41)        (37)
Obligations arising from adoption of new accounting standard
  for employee future benefits, net of income taxes (NOTE 1)        (132)         --          --
Other                                                                 (2)        (13)        (12)
------------------------------------------------------------------------------------------------
Balance at end of year                                             9,653       9,039       8,694
------------------------------------------------------------------------------------------------
TOTAL COMMON EQUITY                                               11,912      11,099      10,700
------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY                                      $ 13,404    $ 12,350    $ 11,533
                                                                ========    ========    ========
</Table>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   PAGE 46


<Page>

45 FINANCIAL RESULTS

CONSOLIDATED STATEMENT OF CASH FLOWS

<Table>
<Caption>
For the years ended October 31
-------------------------------------------------------------------------------------------------------
(millions of dollars)                                                      2001        2000        1999
-------------------------------------------------------------------------------------------------------
<S>                                                                    <C>         <C>         <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Net income                                                             $  1,383    $  1,025    $  2,981
Adjustments to determine net cash flows
  Provision for credit losses                                               920         480         275
  Restructuring costs                                                       239         475          --
  Depreciation                                                              317         260         201
  Amortization of goodwill and intangible assets
    from business combinations                                            1,490       1,345          53
  Gains on sale of investment real estate                                  (350)         --          --
  Gain on sale of TD Waterhouse Group, Inc.                                  --          --      (1,122)
  Net investment securities gains                                          (216)       (382)     (1,079)
  Changes in operating assets and liabilities
    Future income taxes                                                  (1,210)       (831)        134
    Current income taxes payable                                            (78)       (233)        382
    Interest receivable and payable                                        (249)        288         300
    Trading securities                                                   (7,887)     (7,233)    (13,857)
    Unrealized gains and amounts receivable on derivatives contracts     (7,177)     (4,607)      3,247
    Unrealized losses and amounts payable on derivatives contracts        8,968       4,329      (3,759)
    Other                                                                  (982)       (828)      2,435
-------------------------------------------------------------------------------------------------------
Net cash from (used in) operating activities                             (4,832)     (5,912)     (9,809)
-------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Deposits                                                                  8,103       4,008      19,709
Securities sold under repurchase agreements                               5,782     (11,484)     10,820
Securities sold short                                                     2,415       3,733       2,010
Debt of subsidiaries                                                       (501)        135          49
Issuance of subordinated notes and debentures                               809       1,252           6
Repayment of subordinated notes and debentures                             (857)         (5)       (286)
Common shares issued for cash, net of expenses                               --          --         688
Common shares issued on exercise of options                                  18          13           5
Common stock options settled in cash, net of income taxes                   (39)        (41)        (37)
Issuance of preferred shares                                                225         410          --
Dividends paid on - preferred shares                                        (83)        (56)        (43)
                  - common shares                                          (684)       (572)       (433)
Proceeds on issuance of subsidiary shares                                    --         900       1,457
Other                                                                        --         (12)        (41)
-------------------------------------------------------------------------------------------------------
Net cash from (used in) financing activities                             15,188      (1,719)     33,904
-------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Interest-bearing deposits                                                (1,318)      2,097      (3,062)
Activity in investment securities
  Purchases                                                             (15,098)    (69,754)    (44,520)
  Proceeds from maturities                                                3,751      63,223      34,081
  Proceeds from sales                                                     7,985      11,935       6,001
Loans                                                                    (1,232)    (11,750)     (7,095)
Proceeds from loan securitizations                                        1,528       6,345       4,275
Land, buildings and equipment                                               994        (193)       (273)
Securities purchased under resale agreements                             (6,231)     12,953     (13,417)
Acquisitions less cash and cash equivalents acquired (NOTE 18)             (296)     (7,167)         --
-------------------------------------------------------------------------------------------------------
Net cash from (used in) investing activities                             (9,917)      7,689     (24,010)
-------------------------------------------------------------------------------------------------------
Net changes in cash and cash equivalents                                    439          58          85
Cash and cash equivalents at beginning of year                            1,522       1,464       1,379
-------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR REPRESENTED
  BY CASH, DEPOSITS WITH BANK OF CANADA AND
  NON-INTEREST-BEARING DEPOSITS WITH OTHER BANKS                       $  1,961    $  1,522    $  1,464
                                                                       ========    ========    ========
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Amount of interest paid during the year                                $ 10,447    $  9,063    $  8,049
Amount of income taxes paid during the year                                 834       1,314         619
</Table>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   PAGE 46
<Page>

46 FINANCIAL RESULTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

N O T E  1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BANK ACT

The Bank Act stipulates that the consolidated financial statements are to be
prepared in accordance with Canadian generally accepted accounting principles,
except as specified by the Superintendent of Financial Institutions Canada.

   The accounting principles followed by the Bank conform with Canadian
generally accepted accounting principles, including the accounting requirements
of the Superintendent of Financial Institutions Canada.

   Note 20 to the consolidated financial statements describes and reconciles
the differences between Canadian and United States generally accepted
accounting principles.

   The significant accounting policies and practices followed by the Bank are:

(a) BASIS OF CONSOLIDATION

The consolidated financial statements include the assets and liabilities and
results of operations of subsidiaries, namely corporations effectively
controlled by the Bank. The purchase method is used to account for all business
acquisitions.

   When the Bank effectively controls a subsidiary but does not own all of the
common and preferred shares, the non-controlling interest in the net book value
of the subsidiary is disclosed in the consolidated balance sheet separately from
the Bank's shareholders' equity. The non-controlling interest in the
subsidiary's net income is disclosed net of income taxes as a separate line item
in the consolidated statement of income.

   Corporations over which the Bank has significant influence are reported in
investment securities in the consolidated balance sheet and are accounted for
using the equity method of accounting. The Bank's share of earnings of such
corporations is reported in interest income in the consolidated statement of
income.

(b) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of the consolidated financial statements of the Bank requires
management to make estimates and assumptions based on information available as
of the date of the financial statements. Therefore, actual results could differ
from those estimates.

(c) TRANSLATION OF FOREIGN CURRENCIES

Foreign currency assets and liabilities are translated into Canadian dollars at
prevailing year-end rates of exchange. Foreign currency income and expenses are
translated into Canadian dollars at the average exchange rates prevailing
throughout the year.

   Unrealized translation gains and losses related to the Bank's investment
positions in foreign operations, net of any offsetting gains or losses arising
from economic hedges of these positions and applicable income taxes, are
included in a separate component of shareholders' equity. All other unrealized
translation gains and losses and all realized gains and losses are included in
other income in the consolidated statement of income.

(d) CASH RESOURCES

Cash resources includes cash and cash equivalents represented by cash and highly
liquid deposits with the Bank of Canada and non-interest-bearing deposits with
other banks.

(e) SECURITIES PURCHASED UNDER RESALE AND SOLD UNDER REPURCHASE AGREEMENTS

Securities purchased under resale agreements consist of the purchase of a
security with the commitment by the Bank to resell the security to the original
seller at a specified price. Securities sold under repurchase agreements consist
of the sale of a security with the commitment by the Bank to repurchase the
security at a specified price. Securities purchased under resale and sold under
repurchase agreements are carried at cost on the consolidated balance sheet. The
difference between the sale price and the agreed repurchase price on a
repurchase agreement is recorded as interest expense. Conversely, the difference
between the cost of the purchase and the predetermined proceeds to be received
on a resale agreement is recorded as interest income.

(f) SECURITIES

Investment account securities, excluding loan substitutes, are securities where
the Bank's original intention is to hold to maturity or until market conditions
render alternative investments more attractive, and which are generally
available for sale. They are carried at cost or amortized cost, adjusted to net
realizable value to recognize other than temporary impairment. Gains and losses
realized on disposal are determined on the average cost basis. Such gains,
losses and write-downs are included in other income.

   Trading account securities, including trading securities sold short included
in liabilities, are carried at market value. Gains and losses on disposal and
adjustments to market are reported in other income.

   Interest income earned, amortization of premiums and discounts on debt
securities and dividends received are included in interest income.

   Loan substitutes are securities which have been structured as after-tax
instruments rather than conventional loans in order to provide the issuers with
a borrowing rate advantage and are identical in risk and security to bank loans
of comparable term. Loan substitutes are carried at cost less any allowance for
anticipated credit losses as described in (h).

(g) LOANS

Loans are stated net of unearned income and an allowance for credit losses.

   Interest income is recorded on the accrual basis until such time as the loan
is classified as impaired. Interest on impaired loans subsequently received is
recorded as income only when management has reasonable assurance as to the
timely collection of the full amount of the principal and interest.

   An impaired loan is any loan where, in management's opinion, there has been a
deterioration of credit quality to the extent that the Bank no longer has
reasonable assurance as to the timely collection of the full amount of the
principal and interest. In addition, any loan where a payment is contractually
past due 90 days is classified as impaired, other than a deposit with a bank, a
credit card loan, or a loan that is guaranteed or insured by Canada, the
provinces or an agency controlled by these governments.

   Deposits with banks are considered impaired when a payment is contractually
past due 21 days. Credit card loans with payments 180 days in arrears are
considered impaired and are entirely written off.

   Loan origination fees are considered to be adjustments to loan yield and are
deferred and amortized to interest income over the term of the loan. Commitment
fees are amortized to other income

<Page>

47 FINANCIAL RESULTS

over the commitment period when it is unlikely that the commitment will be
called upon; otherwise, they are deferred and amortized to interest income over
the term of the resulting loan. Loan syndication fees are recognized in other
income unless the yield on any loans retained by the Bank is less than that of
other comparable lenders involved in the financing. In such cases an appropriate
portion of the fee is deferred and amortized to interest income over the term of
the loan.

(h) ALLOWANCE FOR CREDIT LOSSES

An allowance is maintained which is considered adequate to absorb all
credit-related losses in a portfolio of items which are both on and off the
consolidated balance sheet. Assets in the portfolio which are included in the
consolidated balance sheet are deposits with banks, loans, mortgages, loan
substitutes, securities purchased under resale agreements, acceptances and
derivative financial instruments. Items not included in the consolidated balance
sheet and referred to as off-balance sheet items include guarantees and letters
of credit. The allowance is deducted from the applicable asset in the
consolidated balance sheet except for acceptances and off-balance sheet items.
The allowance for acceptances and for off-balance sheet items is included in
other liabilities.

   The allowance consists of specific and general allowances.

   Specific allowances include all the accumulated provisions for losses on
particular assets required to reduce the book values to estimated realizable
amounts in the ordinary course of business. Specific provisions are established
on an individual facility basis to recognize credit losses on business and
government loans. For personal loans, excluding credit cards, specific
provisions are calculated using a formula method taking into account recent loss
experience. No specific provisions for credit cards are recorded and balances
are written off when payments are 180 days in arrears.

   General allowances include all the accumulated provisions for losses which
are prudential in nature and cannot be determined on an item-by-item basis. The
level of the general allowance depends upon an assessment of business and
economic conditions, historical and expected loss experience, loan portfolio
composition and other relevant indicators. The resulting allowance is considered
adequate, when combined with the specific allowances, to absorb all credit
losses in the portfolio of on and off-balance sheet items.
   Actual write-offs, net of recoveries, are deducted from the allowance for
credit losses. The provision for credit losses, which is charged to the
consolidated statement of income, is added to bring the allowance to a level
which management considers adequate to absorb probable credit-related losses in
its portfolio of on and off-balance sheet items.

(i) LOAN SECURITIZATIONS

When loan receivables are sold in a securitization to a qualifying special
purpose entity under terms that transfer control to third parties, the
transaction is recognized as a sale and the related loan assets are removed from
the consolidated balance sheet. As part of the securitization, certain financial
assets are retained and consist of one or more subordinated tranches, servicing
rights, and in some cases a cash reserve account. The retained interests are
classified as investment account securities and are carried at cost or amortized
cost. With effect from July 1, 2001, a gain or loss on sale of the loan
receivables is recognized immediately in other income. The amount of the gain or
loss recognized depends in part on the previous carrying amount of the
receivables involved in the transfer, allocated between the assets sold and the
retained interests based on their relative fair values at the date of transfer.
To obtain fair values, quoted market prices are used if available. However,
quotes are generally not available for retained interests and the Bank generally
estimates fair value based on the present value of future expected cash flows
estimated using management's best estimates of key assumptions credit losses,
prepayment speeds, forward yield curves, and discount rates commensurate with
the risks involved. Prior to July 1, 2001, gains arising on loan securitizations
were deferred and amortized to income whereas losses were recognized
immediately. Transactions entered into prior to July 1, 2001 or completed
subsequently pursuant to commitments to sell made prior to July 1, 2001 have not
been restated and deferred gains will be amortized over the remaining terms.

   Subsequent to the securitization, any retained interests that cannot be
contractually settled in such a way that the Bank can recover substantially all
of its recorded investment are adjusted to fair value. The current fair value of
retained interests is determined using the present value of future expected cash
flows as discussed above.

(j) ACCEPTANCES

The potential liability of the Bank under acceptances is reported as a liability
in the consolidated balance sheet. The Bank's recourse against the customer in
the event of a call on any of these commitments is reported as an offsetting
asset of the same amount.

(k) DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are financial contracts which derive their
value from changes in interest rates, foreign exchange rates and other financial
or commodity indices. Such instruments include interest rate, foreign exchange,
equity, commodity and credit derivative contracts. These instruments are traded
by the Bank and are also used by the Bank for its own risk management purposes.
To be designated as a non-trading derivative contract and receive hedge
accounting treatment, the contract must substantially offset the effects of
price, interest rate or foreign exchange rate exposures to the Bank, must be
documented at inception as a non-trading derivative contract, and must have a
high correlation at inception and throughout the contract period between the
derivative contract and the Bank's exposure. If these criteria are not met, the
contract is designated as a trading derivative.

   Trading derivatives are entered into by the Bank to meet the needs of its
customers and to take trading positions. Derivative trading portfolios are
marked to market with the resulting realized and unrealized gains or losses
recognized immediately in other income. The market value for over-the-counter
trading derivatives is determined net of valuation adjustments which recognize
the need to cover market, liquidity and credit risks, as well as the cost of
capital and administrative expenses over the life of each contract.

   Non-trading derivatives are entered into by the Bank in order to meet the
Bank's funding, investing and credit portfolio management strategies. This is
accomplished by modifying one or more characteristics of the Bank's risk related
to on-balance sheet financial instruments.

   Unrealized gains and losses on non-trading derivatives are accounted for on a
basis consistent with the related on-balance sheet financial instrument.
Realized gains and losses resulting from the early termination, sale, maturity
or extinguishment of such derivatives are generally deferred and amortized over
the


<Page>

48 FINANCIAL RESULTS

remaining term of the related on-balance sheet instruments. Premiums on
purchased options are deferred at inception and amortized into other income over
the contract life.

(l) GOODWILL AND INTANGIBLE ASSETS

The difference between the acquisition cost of an investment and the fair value
of the net tangible assets acquired is allocated firstly to intangible assets
and the residual excess to goodwill. Core deposit intangibles represent the
intangible value of depositor relationships acquired when deposit liabilities
are assumed in an acquisition. Other significant intangibles include term
deposit, loan and mutual fund intangibles resulting from acquisitions.
Intangible assets are amortized to income on a double declining basis over eight
years, based on their estimated useful lives. Intangible assets are considered
impaired and are written down to their net recoverable amount when their net
book value exceeds their estimated future net cash flows. Goodwill is amortized
to income over a period not to exceed 20 years. Goodwill amortization is
presented on a net of tax basis as a separate item in the consolidated statement
of income, after the provision for income taxes and non-controlling interest in
net income of subsidiaries. Goodwill is considered impaired and is written down
to fair value when the net book value of the investment exceeds its estimated
future net cash flows and the decline is other than temporary.

(m) LAND, BUILDINGS AND EQUIPMENT

Land is reported at cost. Buildings, equipment and leasehold improvements are
reported at cost less accumulated depreciation. Gains and losses on disposal are
reported in other income. When the Bank reports a gain on sale of property in
which it retains a significant leasing interest, the portion of the gain which
can be allocated to the leased interest is deferred and amortized to income over
the remaining term of the lease. Depreciation methods and rates by asset
category are as follows:

<Table>
<Caption>
--------------------------------------------------------------------------------
Asset                                               Rate and depreciation method
--------------------------------------------------------------------------------
<S>                                         <C>
Buildings                                           5% or 10%, declining balance
Computer equipment                                        30%, declining balance
Computer software                                 maximum 3 years, straight-line
Furniture, fixtures and other
equipment                                                 20%, declining balance
Leasehold improvements                      estimated useful life, straight-line
</Table>

(n) STOCK-BASED COMPENSATION PLANS

The Bank operates two stock-based compensation plans. The first of these is a
stock option plan for eligible employees. Participants may, subject to vesting
provisions, exercise their options for shares or may elect to receive cash for
the options equal to their intrinsic value, being the difference between the
option exercise price and the current market value of the shares. No expenses
are recorded when the stock options are issued. The consideration paid by option
holders on the exercise of the options is credited to capital stock. Cash
payments to option holders who elect to receive cash are charged to retained
earnings on a net of tax basis. Certain employees of a subsidiary company, TD
Waterhouse Group, Inc. (TD Waterhouse) also participate in the Bank's stock
option plan. In addition, TD Waterhouse offers a stock option plan to its
eligible employees allowing participants, subject to vesting provisions, to
exercise their options for TD Waterhouse shares. The consideration paid by
option holders on the exercise of the options is credited to TD Waterhouse
capital stock and is reflected as an increase in non-controlling interest in
subsidiaries in the Bank's consolidated balance sheet.

   The second stock-based compensation plan is a share purchase plan available
to all employees. Under the plan, the Bank matches 50% of employees' permitted
contributions toward the purchase of Bank common shares, subject to vesting
provisions. The Bank's annual contributions are recorded in salaries and
employee benefits.

(o) EMPLOYEE FUTURE BENEFITS

The Bank's principal pension plan is The Pension Fund Society of The
Toronto-Dominion Bank, a defined benefit plan for which membership is voluntary.
As a result of the acquisition of CT Financial Services Inc. (CT), the Bank
sponsors a second pension plan consisting of a defined benefit portion and a
defined contribution portion. Funding for both plans is provided by
contributions from the Bank and members of the plans. In addition, the Bank and
CT maintain partially funded benefit plans for eligible employees. Related
retirement benefits are paid from Bank assets and contributions.

   The Bank also provides certain post-retirement benefits, post-employment
benefits, compensated absences and termination benefits for its employees
(non-pension employee benefits), which are generally non-funded. These benefits
include health care, life insurance and dental benefits. Employees eligible for
the post-retirement benefits are those who retire from the Bank at certain
retirement ages. Employees eligible for the post-employment benefits are those
on long-term disability.

   As of November 1, 2000, the Bank adopted the new accounting standard on
employee future benefits on a retroactive basis without restatement. As a
result, an after-tax amount of $132 million has been charged to retained
earnings. For the defined benefit plans and the non-pension employee benefit
plans, actuarial valuations are made each year to determine the present value of
the accrued benefits. Pension and non-pension benefit expenses are determined
based upon separate actuarial valuations using the projected benefit method
pro-rated on service and management's best estimates of investment returns on
the plan assets, compensation increases, retirement age of employees and
estimated health care costs. The discount rate used to value liabilities is
based on a market rate as of the valuation date. The expense includes the cost
of benefits for the current year's service, interest expense on liabilities,
expected income on plan assets based on fair values and the amortization of plan
amendments on a straight-line basis over the expected average remaining service
life of the employee group. The excess, if any, of the net actuarial gain or
loss over 10% of the greater of the projected benefit obligation and the fair
value of plan assets is also amortized over the expected average remaining
service life of the employee group. The cumulative difference between expense
and funding contributions is reported in other assets or other liabilities.

   For the defined contribution plan, annual pension expense is based on the
Bank's contributions to the plan.

(p) PROVISION FOR INCOME TAXES

The Bank recognizes both the current and future income tax consequences of all
transactions that have been recognized in the financial statements. Future
income tax assets and liabilities are determined based on the tax rates that are
expected to apply when the assets or liabilities are reported for tax purposes.

(q) COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform with the
presentation adopted in 2001.


<Page>

49 FINANCIAL RESULTS

N O T E  2      SECURITIES

SECURITIES MATURITY SCHEDULE AT YEAR END

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------
(millions of dollars)                                            Remaining term to maturity
-------------------------------------------------------------------------------------------
                               Within    1 to 3    3 to 5  5 to 10    Over 10   No specific      2001      2000
                               1 year     years     years    years      years      maturity     TOTAL     Total
---------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>      <C>        <C>       <C>           <C>       <C>
INVESTMENT SECURITIES
---------------------------------------------------------------------------------------------------------------
GOVERNMENT AND GOVERNMENT-
  INSURED SECURITIES
Canada                        $ 4,342   $ 1,698   $   398   $   201   $     7       $    --   $ 6,646   $ 3,954
Mortgage-backed
  securities(1)                     5     7,315       289        --        --            --     7,609     7,927
---------------------------------------------------------------------------------------------------------------
Total Canada                    4,347     9,013       687       201         7            --    14,255    11,881
Provinces                           1         7        --       121         2            --       131       306
---------------------------------------------------------------------------------------------------------------
Total                           4,348     9,020       687       322         9            --     14,386    12,187
---------------------------------------------------------------------------------------------------------------
OTHER DEBT SECURITIES
Canadian issuers                  138        67        13        12        28            --       258     1,242
U.S. federal government         2,489        25         9        48        27            --     2,598     1,852
Other foreign governments       2,344     1,846       548        --        --            --     4,738     4,439
Other issuers                   1,687     1,207       387       650        24            --     3,955     2,787
---------------------------------------------------------------------------------------------------------------
Total                           6,658     3,145       957       710        79            --    11,549    10,320
---------------------------------------------------------------------------------------------------------------
EQUITY SECURITIES
Preferred shares                  353       189       223       344        --           662     1,771     1,861
Common shares                      --        --        --        --        --         3,304     3,304     2,722
---------------------------------------------------------------------------------------------------------------
Total                             353       189       223       344        --         3,966     5,075     4,583
---------------------------------------------------------------------------------------------------------------
Total investment securities    11,359    12,354     1,867     1,376        88         3,966    31,010    27,090
---------------------------------------------------------------------------------------------------------------
TRADING SECURITIES
---------------------------------------------------------------------------------------------------------------
GOVERNMENT AND GOVERNMENT-
  INSURED SECURITIES
Canada                          3,106     1,494       973     1,228     6,450            --    13,251    10,725
Provinces                         138       320       755       534     1,047            --     2,794     1,375
---------------------------------------------------------------------------------------------------------------
Total                           3,244     1,814     1,728     1,762     7,497            --    16,045    12,100
---------------------------------------------------------------------------------------------------------------
OTHER DEBT SECURITIES
Canadian issuers                   46       708       163       144       210            --     1,271     1,485
U.S. federal government           258       427       292       295       291            --     1,563       353
Other foreign governments          20       374       784     1,153       996            --     3,327     3,041
Other issuers                   4,920     5,392     7,109     8,743     3,913            --    30,077    22,723
---------------------------------------------------------------------------------------------------------------
Total                           5,244     6,901     8,348    10,335     5,410            --    36,238    27,602
---------------------------------------------------------------------------------------------------------------
EQUITY SECURITIES
Preferred shares                   --        43        --       378       179           212       812     1,079
Common shares                      --        --        --        --        --        13,089    13,089    17,516
---------------------------------------------------------------------------------------------------------------
Total                              --        43        --       378       179        13,301    13,901    18,595
---------------------------------------------------------------------------------------------------------------
Total trading securities        8,488     8,758    10,076    12,475    13,086        13,301    66,184    58,297
---------------------------------------------------------------------------------------------------------------
TOTAL SECURITIES(2)           $19,847   $21,112   $11,943   $13,851   $13,174       $17,267   $97,194   $85,387
                              =======   =======   =======   =======   =======       =======   =======   =======
</Table>

(1)  Mortgage-backed securities are guaranteed by the government of Canada.

(2)  Includes loan substitutes in the amount of $20 million
     (2000 - $104 million).
<Page>

50 FINANCIAL RESULTS

SECURITIES - UNREALIZED GAINS AND LOSSES

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                      2001                                                2000
-----------------------------------------------------------------------------------------------------------------------------------
                                                GROSS        GROSS    ESTIMATED                     Gross        Gross    Estimated
                                    BOOK   UNREALIZED   UNREALIZED       MARKET         Book   unrealized   unrealized       market
                                   VALUE        GAINS       LOSSES        VALUE        value        gains       losses        value
-----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT SECURITIES
-----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>       <C>          <C>           <C>            <C>       <C>          <C>           <C>
ISSUED OR GUARANTEED BY
Canada                           $14,255      $   454      $    --      $14,709      $11,881      $    92      $    19      $11,954
Provinces                            131           --           --          131          306           --            1          305
U.S. federal government            2,598            5           --        2,603        1,852           --            6        1,846
Other debt                         8,951          144           35        9,060        8,468           29           35        8,462
Equity                             5,075          513          183        5,405        4,583          965          229        5,319
-----------------------------------------------------------------------------------------------------------------------------------
Total investment securities       31,010        1,116          218       31,908       27,090        1,086          290       27,886
-----------------------------------------------------------------------------------------------------------------------------------
TRADING SECURITIES                66,184           --           --       66,184       58,297           --           --       58,297
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL SECURITIES                 $97,194      $ 1,116      $   218      $98,092      $85,387      $ 1,086      $   290      $86,183
                                 =======      =======      =======      =======      =======      =======      =======      =======
</Table>

N O T E  3      LOANS, IMPAIRED LOANS AND ALLOWANCE FOR CREDIT LOSSES

LOANS AND IMPAIRED LOANS

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
---------------------------------------------------------------------------------------------------------------------------
                                                                 Allowance for credit losses
                                                   -----------------------------------------
                                        Gross                                                           Net           Gross
                                       amount       Specific         General                         amount        impaired
2001                                 of loans      allowance       allowance           Total       of loans           loans
---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>             <C>             <C>            <C>             <C>
Residential mortgages               $  50,874      $       6       $      61       $      67      $  50,807       $      88
Consumer instalment and
  other personal                       31,396             60             210             270         31,126             154
Business and government                38,723            113             870             983         37,740           1,025
---------------------------------------------------------------------------------------------------------------------------
TOTAL                               $ 120,993      $     179       $   1,141       $   1,320      $ 119,673       $   1,267
                                    =========      =========       =========       =========      =========       =========

2000
---------------------------------------------------------------------------------------------------------------------------
Residential mortgages               $  44,468      $       7       $      61       $      68      $  44,400       $      76
Consumer instalment and
  other personal                       35,153             70             207             277         34,876             117
Business and government                42,248            235             568             803         41,445             796
---------------------------------------------------------------------------------------------------------------------------
TOTAL                               $ 121,869      $     312       $     836       $   1,148      $ 120,721       $     989
                                    =========      =========       =========       =========      =========       =========

                                                                                                       2001            2000
---------------------------------------------------------------------------------------------------------------------------
Average gross impaired loans
during the year                                                                                   $   1,242       $   1,063
                                                                                                  =========       =========

Net impaired loans at year end                                                                    $     (53)      $    (159)
                                                                                                  =========       =========
</Table>

   Included in gross residential mortgages are Canadian government-insured
mortgages of $39,204 million at October 31, 2001 (2000 - $32,891 million). Gross
impaired loans include foreclosed assets held for sale with a gross carrying
value of $51 million at October 31, 2001 (2000 - $108 million) and a related
allowance of $4 million (2000 - $63 million).


<Page>

51 FINANCIAL RESULTS

ALLOWANCE FOR CREDIT LOSSES

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                             2001                                     2000
-------------------------------------------------------------------------------------------------------------------------------
                                                   SPECIFIC       GENERAL                   Specific       General
                                                  ALLOWANCE     ALLOWANCE        TOTAL     allowance     allowance        Total
-------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>            <C>         <C>           <C>            <C>
Balance at beginning of year                        $   312       $   836      $ 1,148       $   254       $   712      $   966
Acquisition of CT Financial Services Inc. -
  balance at date of acquisition                         --            --           --            83           101          184
Provision for credit losses charged to
  the consolidated statement of income                  620           300          920           458            22          480
Write-offs                                             (844)           --         (844)         (564)           --         (564)
Recoveries                                               90            --           90            67            --           67
Other, including foreign exchange rate changes            1             5            6            14             1           15
-------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses at end of year            $   179       $ 1,141      $ 1,320       $   312       $   836      $ 1,148
                                                    =======       =======      =======       =======       =======      =======
</Table>

N O T E  4      LOAN SECURITIZATIONS

During the year, the Bank securitized government guaranteed residential mortgage
loans through the creation of mortgage-backed securities and received net cash
proceeds of $999 million. The Bank retained the rights to future excess interest
on the residential mortgages valued at $47 million. A gain on sale, net of
transaction fees and expenses, of $38 million was recognized in income. The Bank
retained the responsibility for servicing the mortgages. The key assumptions
used to value the sold and retained interests included a prepayment rate of
7.0%, an excess spread of 1.4% and a discount rate of 4.5%. There are no
expected credit losses as the mortgages are government guaranteed.

   The following table presents the total outstanding principal amount of loans
securitized and sold at October 31.

<Table>
<Caption>
----------------------------------------------------
(millions of dollars)              2001         2000
----------------------------------------------------
<S>                             <C>          <C>
Residential mortgages
  Conventional                  $ 3,253      $ 5,776
  Mortgage-backed securities      5,144        5,724
Personal loans                    9,859        9,873
Other loans                         200          200
----------------------------------------------------
                                $18,456      $21,573
                                =======      =======
</Table>

N O T E  5      LAND, BUILDINGS AND EQUIPMENT

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
(millions of dollars)                                                              2001            2000
---------------------------------------------------------------------------------------  --------------
                                                            Accumulated        NET BOOK        Net book
                                                   Cost    depreciation           VALUE           value
-------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>             <C>
Land                                             $  305          $   --          $  305          $  403
Buildings                                           642             183             459           1,457
Computer equipment and software                     911             539             372             348
Furniture, fixtures and other equipment             617             261             356             258
Leasehold improvements                              521             181             340             325
-------------------------------------------------------------------------------------------------------
                                                 $2,996          $1,164          $1,832          $2,791
                                                 ======          ======          ======          ======
</Table>

Accumulated depreciation at the end of 2000 was $1,216 million.
<Page>

52 FINANCIAL RESULTS

N O T E  6      DEPOSITS

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                                           2001          2000
----------------------------------------------------------------------------------------------------  ------------
                                                    Demand        Notice          Term         TOTAL         Total
------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>           <C>           <C>
Personal                                          $ 16,278      $ 30,190      $ 49,514      $ 95,982      $ 92,488
Banks                                                1,845            41        21,287        23,173        25,324
Business and government                             11,843        11,023        51,893        74,759        67,996
------------------------------------------------------------------------------------------------------------------
TOTAL                                             $ 29,966      $ 41,254      $122,694      $193,914      $185,808
                                                  ========      ========      ========      ========      ========

NON-INTEREST-BEARING DEPOSITS INCLUDED ABOVE
In domestic offices                                                                         $  3,875      $  2,952
In foreign offices                                                                                10            --

INTEREST-BEARING DEPOSITS INCLUDED ABOVE
In domestic offices                                                                          122,806       122,575
In foreign offices                                                                            65,668        57,947
U.S. federal funds purchased                                                                   1,555         2,334
------------------------------------------------------------------------------------------------------------------
TOTAL                                                                                       $193,914      $185,808
                                                                                            ========      ========
</Table>

N O T E  7      SUBORDINATED NOTES AND DEBENTURES

The notes and debentures are direct unsecured obligations of the Bank or its
subsidiaries and are subordinated in right of payment to the claims of
depositors and certain other creditors of the Bank or its subsidiaries. Where
appropriate, the Bank has entered into interest rate options, interest rate
swaps and currency swaps to modify the related interest rate and foreign
currency risks.

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------
(millions of dollars)
--------------------------------------------------------------------------------------------------------
                                              Redeemable(7)              Foreign  Outstanding October 31
Interest                          Maturity        by issuer             currency  ----------------------
rate (%)                              date        beginning               amount        2001        2000
--------------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                <C>                 <C>          <C>
Various(1)          Jan. 2001 to Oct. 2001               --                          $    --      $   22
Various(2)          Jan. 2002 to Oct. 2002               --                               29          27
Various(3)          Dec. 2002 to Aug. 2004               --                               13           4
Floating rate(4)                 Oct. 2002               --       US$150 million         238         228
Floating rate(5)                 Aug. 2003               --        US$75 million         119         228
Floating rate(6)                 Oct. 2003               --                              100         100
8.00                             Dec. 2003        July 1998                              150         150
5.60                            Sept. 2006       Sept. 2001                               --         400
6.45                             Oct. 2006        Oct. 2001                               --         350
6.50                             Jan. 2007        Jan. 2002       US$300 million         477         457
6.75                             Mar. 2007        Mar. 2002       US$200 million         318         305
5.65                            Sept. 2007       Sept. 2002                               25          25
6.50                             Aug. 2008               --       US$150 million         238         228
6.15                             Oct. 2008               --       US$150 million         238         228
6.13                             Nov. 2008               --       US$100 million         159         153
6.45                             Jan. 2009               --       US$150 million         238         228
6.60                             Apr. 2010               --                              750         750
8.40                             Dec. 2010        Dec. 2005                              150         150
6.00                             July 2011               --                              800          --
6.55                             July 2012               --                              500         500
10.05                            Aug. 2014               --                              150         150
9.15                              May 2025               --                              200         200
--------------------------------------------------------------------------------------------------------
                                                                                      $4,892      $4,883
                                                                                      ======      ======
</Table>

(1)  Interest is payable at various rates, from .13% to 5.00%.

(2)  Interest is payable at various rates, from .13% to 3.10%.

(3)  Interest is payable at various rates, from .70% to 2.85%.

(4)  Interest at six-month U.S. dollar LIBOR less .13%, subject to minimum and
     maximum rates of 5% and 10% respectively.

(5)  Interest at three-month U.S. dollar LIBOR, subject to a minimum of 4.10%.

(6)  Interest at three-month customers' liability under acceptance rate
     less .30%, subject to minimum and maximum rates of 6.50% and 9%
     respectively.

(7)  Subject to prior approval of the Superintendent of Financial Institutions
     Canada.

<Page>

53 FINANCIAL RESULTS

REPAYMENT SCHEDULE

The aggregate maturities of the Bank's subordinated notes and debentures are as
follows:

<Table>
<Caption>
-------------------------------------------------------
(millions of dollars)                  2001        2000
-------------------------------------------------------
<S>                                  <C>         <C>
Within 1 year                        $  267      $   22
Over 1 to 2 years                       232         255
Over 2 to 3 years                       150         332
Over 3 to 5 years                        --         150
Over 5 years                          4,243       4,124
-------------------------------------------------------
                                     $4,892      $4,883
                                     ======      ======
</Table>

N O T E  8      NON-CONTROLLING INTEREST IN SUBSIDIARIES

<Table>
<Caption>
----------------------------------------------------------------------------------------
(millions of dollars)                                                   2001        2000
----------------------------------------------------------------------------------------
<S>                                                                   <C>         <C>
Preferred shares issued by Canada Trustco Mortgage Company
  6,000,000 Non-cumulative Redeemable
    Third Preference Shares, Series 1                                 $   --      $  150
Preferred shares issued by CT Financial Services Inc.
  6,000,000 Non-cumulative Redeemable
    First Preference Shares, Series 4                                     --         150
  2,000,000 Non-cumulative Redeemable
    First Preference Shares, Series 5 (US$50 million)                     --          75
Trust units issued by TD Capital Trust
  900,000 Capital Trust Securities - Series 2009                         900         900
Common shares and retained earnings of TD Waterhouse Group, Inc.         372         381
----------------------------------------------------------------------------------------
                                                                      $1,272      $1,656
                                                                      ======      ======
</Table>

CANADA TRUSTCO MORTGAGE COMPANY

THIRD PREFERENCE SHARES, SERIES 1

On December 31, 2000, Canada Trustco Mortgage Company exercised its option to
redeem the outstanding Series 1 shares for $25.00 per share together with
declared and unpaid dividends to the date of redemption.

CT FINANCIAL SERVICES INC.

FIRST PREFERENCE SHARES, SERIES 4

On December 12, 2000, the Bank exchanged the Series 4 shares for Bank preferred
shares, Series K, with substantially the same terms.

CT FINANCIAL SERVICES INC.

FIRST PREFERENCE SHARES, SERIES 5

On December 12, 2000, the Bank exchanged the Series 5 shares for Bank preferred
shares, Series L, with substantially the same terms.

TD CAPITAL TRUST SECURITIES - SERIES 2009

The TD Capital Trust Securities (TD CaTS) are issued by TD Capital Trust, whose
voting securities are owned 100% by the Bank. Trust assets may include
residential mortgages, co-ownership interests in one or more pools of
residential mortgages, mortgage-backed securities and other eligible
investments. Holders of TD CaTS are eligible to receive semi-annual
noncumulative fixed cash distributions of $38 per TD CaTS. Should the trust fail
to pay the semi-annual distributions in full, the Bank's ability to declare
dividends on Bank common and preferred shares will be restricted.

   Between June 30, 2005 and December 31, 2009, the trust has the option of
redeeming the outstanding TD CaTS for the greater of: (a) $1,000 together with
unpaid distributions to the date of redemption and (b) a price calculated to
provide an annual yield equal to the yield of a Government of Canada bond
maturing on December 31, 2009 at that time plus .375% together with unpaid
distributions to the date of redemption. In the event of an unfavorable change
in tax or capital treatment as it applies to the trust prior to June 30, 2005,
the trust may redeem the outstanding TD CaTS for a redemption price as
calculated above. After December 31, 2009, the redemption price would be $1,000
together with unpaid distributions to the date of redemption. Such redemption
rights are subject to the approval of the Superintendent of Financial
Institutions Canada.

   On or after June 30, 2010, each TD CaTS may, at the option of the holder, be
converted semi-annually into one Non-cumulative Class A Redeemable First
Preferred Share of the Bank.

   By giving at least 60 days of notice prior to the date of conversion to all
holders who have given a conversion notice, the Bank may redeem or find
substitute purchasers at the purchase price of $1,000 per TD CaTS together with
unpaid distributions to the date of conversion.

   Each TD CaTS may be automatically exchanged into one preferred share of the
Bank without consent of the holder in the following circumstances: (a)
proceedings are commenced for the winding-up of the Bank; (b) the Superintendent
of Financial Institutions Canada takes control of the Bank; (c) the Bank has
Tier 1 capitalization of less than 5% or a total capital ratio of less than 8%;
or (d) the Bank has failed to comply with a direction of the Superintendent of
Financial Institutions Canada to increase its capital or provide additional
liquidity.

The distribution rate on the trust securities is 7.6% per annum.


<Page>

54 FINANCIAL RESULTS

N O T E  9      CAPITAL STOCK

The share capital of the Bank consists of:

AUTHORIZED

An unlimited number of Class A First Preferred Shares, without par value,
issuable in series.

An unlimited number of common shares, without par value.

<Table>
<Caption>
-------------------------------------------------------------------------------------
(millions of dollars)                                                2001        2000
-------------------------------------------------------------------------------------
<S>                                                                <C>         <C>
ISSUED AND FULLY PAID
Preferred shares issued by the Bank
  7,000,000 Non-cumulative Redeemable Class A
    First Preferred Shares, Series G (US$175 million)              $  278      $  266
  9,000,000 Non-cumulative Redeemable Class A
    First Preferred Shares, Series H                                  225         225
  16,065 Non-cumulative Redeemable Class A
    First Preferred Shares, Series I                                   --          --
  16,383,935 Non-cumulative Redeemable Class A
    First Preferred Shares, Series J                                  410         410
  6,000,000 Non-cumulative Redeemable Class A
    First Preferred Shares, Series K                                  150          --
  2,000,000 Non-cumulative Redeemable Class A
    First Preferred Shares, Series L (US$50 million)                   79          --
-------------------------------------------------------------------------------------
                                                                    1,142         901
Preferred shares issued by TD Mortgage Investment Corporation
  350,000 Non-cumulative Preferred Shares, Series A                   350         350
-------------------------------------------------------------------------------------
Total preferred shares                                              1,492       1,251
Common shares (2001 - 628,451,159; 2000 - 622,615,868)              2,259       2,060
-------------------------------------------------------------------------------------
                                                                   $3,751      $3,311
                                                                   ======      ======
</Table>

PREFERRED SHARES

None of the outstanding preferred shares are redeemable at the option of the
holder.

   Redemptions and repurchases of all preferred shares are subject to the prior
approval of the Superintendent of Financial Institutions Canada.

CLASS A FIRST PREFERRED SHARES, SERIES G

Until April 30, 2002, the Bank has the option of redeeming the outstanding
Series G shares for US$26.00 per share. Thereafter and on or prior to April 30,
2003, the redemption price is US$25.50 per share. After April 30, 2003, the
redemption price is reduced to US$25.00 per share together with declared and
unpaid dividends to the date of redemption.

   At any time, the Bank may convert the outstanding Series G shares in whole or
in part into common shares, determined by dividing the then applicable
redemption price per Series G share together with declared and unpaid dividends
to the date of conversion by the greater of US$1.00 and 95% of the U.S. dollar
equivalent of the average trading price of such common shares at that time.

   On or after January 31, 2004, each Series G share may, at the option of the
holder, be converted quarterly into common shares as described above.

   By giving at least 40 days of notice prior to the date of conversion to all
holders who have given a conversion notice, the Bank may redeem or find
substitute purchasers at the purchase price of US$25.00 cash per share together
with declared and unpaid dividends to the date of conversion.

CLASS A FIRST PREFERRED SHARES, SERIES H

Between April 30, 2002 and April 30, 2003, the Bank has the option of redeeming
the outstanding Series H shares for $26.00 per share. Thereafter and on or prior
to April 30, 2004, the redemption price is $25.50 per share. After April 30,
2004, the redemption price is reduced to $25.00 per share together with declared
and unpaid dividends to the date of redemption.

   On or after April 30, 2002, the Bank may convert the outstanding Series H
shares in whole or in part into common shares, determined by dividing the then
applicable redemption price per Series H share together with declared and unpaid
dividends to the date of conversion by the greater of $1.00 and 95% of the
average trading price of such common shares at that time.

   On or after January 31, 2005, each Series H share may, at the option of the
holder, be converted quarterly into common shares as described above.

   By giving at least 40 days of notice prior to the date of conversion to all
holders who have given a conversion notice, the Bank may redeem or find
substitute purchasers at the purchase price of $25.00 cash per share together
with declared and unpaid dividends to the date of conversion.

CLASS A FIRST PREFERRED SHARES, SERIES I

On November 1, 1999, the Bank issued 16,400,000 units for cash consideration of
$102.5 million. Each unit consisted of one Non-cumulative Class A Redeemable
First Preferred Share, Series I and one Non-cumulative Class A Redeemable First
Preferred Share, Series J Purchase Warrant.

   On or prior to October 31, 2000, the unitholders had the option of exercising
one Series J Purchase Warrant together with a cash payment of $18.75 per share
to convert one Series I share into one Series J share. A total of 16,383,935
Series I shares were converted into Series J shares.

<Page>

55 FINANCIAL RESULTS

   On or after November 1, 2004, the Bank has the option of redeeming the
outstanding Series I shares for $6.25 per share together with declared and
unpaid dividends to the date of redemption.

CLASS A FIRST PREFERRED SHARES, SERIES J

Between April 30, 2005 and October 30, 2005, the Bank has the option of
redeeming the outstanding Series J shares for $26.00 per share. The redemption
price, together with declared and unpaid dividends to the date of redemption, is
reduced to $25.80 after October 30, 2005, $25.60 after October 30, 2006, $25.40
after October 30, 2007, $25.20 after October 30, 2008, and $25.00 after October
30, 2009.

   On or after April 30, 2005, the Bank may convert the outstanding Series J
shares in whole or in part into common shares, determined by dividing the then
applicable redemption price per Series J share together with declared and unpaid
dividends to the date of conversion by the greater of $2.00 and 95% of the
average trading price of such common shares at that time. On or after January
29, 2010, each Series J share may, at the option of the holder, be converted
quarterly into common shares as described above.

   By giving at least 40 days of notice prior to the date of conversion to all
holders who have given a conversion notice, the Bank may redeem or find
substitute purchasers at the purchase price of $25.00 cash per share together
with declared and unpaid dividends to the date of conversion.

CLASS A FIRST PREFERRED SHARES, SERIES K

On December 12, 2000, the Bank exchanged CT First Preference Shares, Series 4,
for Series K Bank preferred shares with substantially the same terms. On or
after February 1, 2003, the Bank has the option of redeeming the outstanding
Series K shares for $25.00 per share together with declared and unpaid dividends
to the date of redemption.

   On or after August 1, 2003 on the first day of February, May, August and
November of each year, the holder has the option to convert the outstanding
Series K shares into common shares, determined by dividing $25.00, together with
declared and unpaid dividends, to the date of conversion, by the greater of
$2.00 and 95% of the weighted average trading price of such common shares for a
specified period immediately prior to the date of conversion. The Bank has the
right to redeem or find substitute purchasers for the tendered shares.

   The Bank may at any time purchase for cancellation all or part of the shares
outstanding by invitation for tenders to all holders of these shares at the
lowest price at which such shares are attainable.

CLASS A FIRST PREFERRED SHARES, SERIES L

On December 12, 2000, the Bank exchanged CT First Preference Shares, Series 5,
for Series L Bank preferred shares with substantially the same terms. On or
after February 1, 2003, the Bank has the option of redeeming the outstanding
Series L shares for US$25.00 per share together with declared and unpaid
dividends to the date of redemption.

   On or after August 1, 2003 on the first day of February, May, August and
November of each year, the holder has the option to convert the outstanding
Series L shares into common shares, determined by dividing US$25.00, together
with declared and unpaid dividends, to the date of conversion, by the greater of
US$2.00 and 95% of the weighted average trading price of such common shares for
a specified period immediately prior to the date of conversion. The Bank has the
right to redeem or find substitute purchasers for the tendered shares.

   The Bank may at any time purchase for cancellation all or part of the shares
outstanding by invitation for tenders to all holders of these shares at the
lowest price at which such shares are attainable.

TD MORTGAGE INVESTMENT CORPORATION PREFERRED SHARES, SERIES A

Semi-annually, on or after October 31, 2007, TD Mortgage Investment
Corporation (TDMIC) has the option of redeeming the outstanding Series A
shares for $1,000.00 per share.

   Semi-annually, on or after October 31, 2007, the Bank may exchange the
outstanding Series A shares in whole into common shares of the Bank, determined
by dividing $1,000.00 plus the declared and unpaid dividends to the date of
exchange by 95% of the average trading price of such common shares at that time.

   Semi-annually, on or after October 31, 2007, each Series A share may, at the
option of the holder, be exchanged into common shares of the Bank, determined by
dividing $1,000.00 plus the declared and unpaid dividends to the date of
exchange by the greater of $1.00 and 95% of the average trading price of such
common shares at that time.

   By giving at least two business days of notice prior to the date of exchange
to all holders who have given an exchange notice, TDMIC may redeem or the Bank
may find substitute purchasers at the purchase price of $1,000.00 plus the
declared and unpaid dividends to the date of conversion.

   Each Series A share may be automatically exchanged into one preferred share
of the Bank without consent of the holder in the following specific
circumstances: (a) TDMIC fails to pay dividends on the Series A shares; (b) the
Bank fails to pay dividends on all of its non-cumulative preferred shares; (c)
proceedings are commenced for the winding-up of the Bank; (d) the Superintendent
of Financial Institutions Canada takes control of the Bank; (e) the Bank has
Tier 1 capitalization of less than 5% or a total capital ratio of less than 8%;
or (f) the Bank or TDMIC has failed to comply with a direction of the
Superintendent of Financial Institutions Canada to increase its capital or
provide additional liquidity.

DIVIDEND RATES ON PREFERRED SHARES

<Table>
<Caption>
---------------------------------------------------------
(per share)                                          RATE
---------------------------------------------------------
<S>                      <C>                    <C>
Series G                     Quarterly          US$.33750
Series H                     Quarterly            $.44375
Series I                     Quarterly            $.01000
Series J                     Quarterly            $.31875
Series K                     Quarterly            $.45940
Series L                     Quarterly          US$.40000
TDMIC, Series A          Semi-annually            $ 32.30
</Table>

<Page>

56 FINANCIAL RESULTS

COMMON SHARES

<Table>
<Caption>
-------------------------------------------------------------------------
                                                    2001             2000
-------------------------------------------------------------------------
<S>                                          <C>              <C>
Number outstanding at beginning of year      622,615,868      620,343,168
Issued on acquisition of subsidiaries          4,531,348        1,112,035
Issued on exercise of options                  1,303,943        1,160,665
-------------------------------------------------------------------------
Number outstanding at end of year            628,451,159      622,615,868
                                             ===========      ===========
</Table>

STOCK DIVIDEND

On July 31, 1999, the Bank paid a stock dividend of one common share on each of
its issued and outstanding common shares. The effect of this one-for-one stock
dividend is the same as a two-for-one split of the common shares. All common
share numbers have been restated to reflect the stock dividend.

EMPLOYEE SAVINGS PLAN

Under the Bank's Employee Savings Plan (ESP), employees may contribute up to 5%
of their annual base earnings to a maximum of $2,200 per calendar year toward
the purchase of Bank common shares. The Bank matches 50% of the employee
contribution amount. The Bank's contributions vest over a two-year period
beginning on the first day of the following calendar year. For the year ended
October 31, 2001, the Bank's contributions totalled $13.4 million (2000 - $12.7
million; 1999 - $13.2 million). As at October 31, 2001, an aggregate of
5,001,746 common shares were held under the ESP (2000 - 5,408,543).

STOCK OPTIONS

Under the Bank's 2000 stock option plan, options on common shares are
periodically granted to certain employees for terms of 10 years, vesting over a
four-year period. These options provide employees with the right to purchase
common shares of the Bank at a fixed price equal to the closing market price of
the shares on the date prior to the date the options were issued. Under this
plan, 26,521,860 common shares have been reserved for future issuance (2000 -
30,000,000). The outstanding options expire on various dates to September 2011.

   The Bank's predecessor plan, the 1993 stock option plan, expired in 2000 and
there will be no further issuance of stock options from this plan. The
outstanding options under the 1993 stock option plan expire on various dates to
July 2010.

   A summary of the Bank's stock option activity and related information for the
years ended October 31 is as follows:

<Table>
<Caption>

----------------------------------------------------------------------------------------------------------------------------------
                                                              WEIGHTED                      Weighted                      Weighted
                                                               AVERAGE                       average                       average
                                                              EXERCISE                      exercise                      exercise
                                                  2001           PRICE          2000           price          1999           price
----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>              <C>          <C>              <C>          <C>              <C>
Number outstanding, beginning of year       23,403,443       $   22.54    23,336,948       $   18.39    21,867,140       $   15.80
Granted                                      3,639,640           41.66     4,527,000           36.20     4,916,400           25.43
Exercised - cash                            (2,593,303)          15.30    (2,840,740)          13.65    (2,770,072)          10.76
          - shares                          (1,303,943)          13.38    (1,160,665)          11.52      (405,520)          12.57
Forfeited                                     (927,050)          32.27      (459,100)          29.29      (271,000)          23.46
----------------------------------------------------------------------------------------------------------------------------------
Number outstanding, end of year             22,218,787       $   26.65    23,403,443       $   22.54    23,336,948       $   18.39
----------------------------------------------------------------------------------------------------------------------------------
Exercisable, end of year                    13,081,260       $   20.49    12,910,639       $   16.41    12,337,346       $   13.40
                                            ==========       =========    ==========       =========    ==========       =========
</Table>

The following table summarizes information relating to stock options outstanding
and exercisable at October 31, 2001.

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------
                                                                         Options outstanding          Options exercisable
--------------------------------------------------------------------------------------------  ---------------------------
                                                        Weighted average            Weighted                     Weighted
                                                               remaining             average                      average
                                            Number           contractual            exercise          Number     exercise
Range of exercise pries                outstanding          life (years)               price     exercisable        price
-------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>                         <C>          <C>             <C>
$8.19 - $11.81                           4,377,223                   4.3              $10.99       4,377,223       $10.99
$17.45 - $25.43                          7,098,024                   7.1              $21.83       5,152,787       $20.46
$30.60 - $41.70                         10,743,540                   8.7              $36.22       3,551,250       $32.23
-------------------------------------------------------------------------------------------------------------------------
</Table>

DIVIDEND RESTRICTIONS

The Bank is prohibited by the Bank Act from declaring any dividends on its
preferred or common shares if there are reasonable grounds for believing that
the Bank is, or the payment would cause the Bank to be, in contravention of the
capital adequacy and liquidity regulations of the Bank Act or directions of the
Superintendent of Financial Institutions Canada. The Bank's ability to pay
dividends on its preferred or common shares is also restricted in the event that
TD Capital Trust fails to pay semi-annual distributions in full to holders of TD
Capital Trust Securities. In addition, the ability to pay common share dividends
is restricted by the terms of the outstanding preferred shares whereby the Bank
may not pay dividends on its common shares without the approval of the holders
of the outstanding preferred shares unless all dividends on the preferred shares
have been declared and paid or set apart for payment. Currently these
limitations do not restrict the payment of dividends on preferred or common
shares.

<Page>

57 FINANCIAL RESULTS

N O T E  1 0    EMPLOYEE FUTURE BENEFITS

PENSION BENEFIT PLAN

The Bank's principal pension plan, The Pension Fund Society of The
Toronto-Dominion Bank, is a defined benefit plan funded by contributions from
the Bank and from members. In accordance with legislation, the Bank contributes
amounts determined on an actuarial basis to the plan and has the ultimate
responsibility for ensuring that the liabilities of the plan are adequately
funded over time.

   Pension benefits are based upon the length of service and the final five
years' average salary of the employees.

   The following table presents the financial position of the Bank's principal
pension plan.

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                     2001           2000           1999
------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>            <C>            <C>
CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at beginning of year                      $ 1,144        $ 1,141        $ 1,157
Service cost - benefits earned                                              19             22             23
Interest cost on projected benefit obligation                               82             77             74
Members' contributions                                                      17             18             18
Benefits paid                                                              (82)           (80)           (79)
Actuarial (gains) losses                                                     2             22             (5)
Change in actuarial assumptions                                             76            (60)           (39)
Plan amendments                                                              4              4              3
Other                                                                       (5)            --            (11)
------------------------------------------------------------------------------------------------------------
Projected benefit obligation at end of year                              1,257          1,144          1,141
------------------------------------------------------------------------------------------------------------
CHANGE IN PLAN ASSETS
Plan assets at fair value at beginning of year                           1,263          1,131          1,043
Actual income on plan assets                                                49             57             51
Gain on disposal of investments                                             67            142             10
Members' contributions                                                      17             18             18
Employer's contributions                                                    --             --             40
Increase (decrease) in unrealized gains on investments                    (114)             3             69
Benefits paid                                                              (82)           (80)           (79)
General and administrative expenses                                         (7)            (8)           (10)
Other                                                                       (2)            --            (11)
------------------------------------------------------------------------------------------------------------
Plan assets at fair value at end of year                                 1,191          1,263          1,131
------------------------------------------------------------------------------------------------------------
EXCESS (DEFICIT) OF PLAN ASSETS OVER PROJECTED BENEFIT OBLIGATION          (66)           119            (10)
Unrecognized net (gain) loss from past experience, different from
  that assumed, and effects of changes in assumptions                      178            (42)           119
Unrecognized prior service costs                                             4             23             23
Unrecognized transition amount                                              --            (17)           (33)
Employer's contributions in fourth quarter                                  40             --             --
------------------------------------------------------------------------------------------------------------
PREPAID PENSION EXPENSE                                                $   156        $    83        $    99
                                                                       =======        =======        =======

ANNUAL EXPENSE
Net pension expense includes the following components:
Service cost - benefits earned                                         $    19        $    22        $    23
Interest cost on projected benefit obligation                               82             77             74
Expected return on plan assets                                             (98)           (85)           (78)
Amortization of net actuarial (gains) losses                                --             14             19
Amortization of prior service costs                                         --              4              3
Amortization of transition amount                                           --            (16)           (16)
------------------------------------------------------------------------------------------------------------
PENSION EXPENSE                                                        $     3        $    16        $    25
                                                                       =======        =======        =======

ACTUARIAL ASSUMPTIONS
Weighted average discount rate for projected benefit obligation           6.75%          7.25%          6.75%
Weighted average rate of compensation increase                            3.50           3.50           3.50
Weighted average expected long-term rate of return on plan assets         8.00           8.00           7.75
</Table>

   For 2001, the Bank's principal pension plan's net assets included investments
in the Bank and its affiliates which had a market value of $134 million (2000 -
$158 million). The pension plan assets and obligations are measured as at July
31.

<Page>

58 FINANCIAL RESULTS

OTHER PENSION PLAN

In connection with the acquisition of CT, the Bank sponsors a second pension
plan consisting of a defined benefit portion and a defined contribution portion.
Funding for both portions is provided by contributions from the Bank and members
of the plan. The defined benefit portion of the plan was closed to new members
after May 31, 1987. CT employees joining the plan on or after June 1, 1987 were
only eligible to join the defined contribution portion. For 2001, the defined
benefit portion of CT's plan reported a projected benefit obligation of $272
million (2000 -$279 million) and plan assets with a fair value of $271 million
(2000 - $286 million). The 2001 pension expense for the defined contribution
portion was $14 million (2000 - $15 million).

   Subsequent to January 1, 2002, employees enrolled in this plan will be
eligible to join the Bank's principal defined benefit pension plan.

NON-PENSION POST-RETIREMENT BENEFIT PLANS

In addition to the Bank's pension plans, the Bank also provides certain health
care, life insurance and dental benefits to retired employees. The following
table presents the financial position of the Bank's non-pension post-retirement
benefit plans.

<Table>
<Caption>
-------------------------------------------------------------------------------------
(millions of dollars)                                                            2001
-------------------------------------------------------------------------------------
<S>                                                                             <C>
CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at beginning of year                               $ 183
Service cost - benefits earned                                                      7
Interest cost on projected benefit obligation                                      13
Benefits paid                                                                      (7)
Actuarial (gains) losses                                                           10
Change in actuarial assumptions                                                    10
Other                                                                              (3)
-------------------------------------------------------------------------------------
Projected benefit obligation at end of year                                       213
-------------------------------------------------------------------------------------
Unrecognized net (gain) loss from past experience, different from
  that assumed, and effects of changes in assumptions                              17
-------------------------------------------------------------------------------------
ACCRUED BENEFIT LIABILITY                                                       $ 196
                                                                                =====

ANNUAL EXPENSE
Net non-pension post-retirement benefit expense includes the following
  components:
Service cost - benefits earned                                                  $   7
Interest cost on projected benefit obligation                                      13
-------------------------------------------------------------------------------------
NON-PENSION POST-RETIREMENT BENEFIT EXPENSE                                     $  20
-------------------------------------------------------------------------------------

ACTUARIAL ASSUMPTIONS
Weighted average discount rate for projected benefit obligation                  6.75%
Weighted average rate of compensation increase                                   3.50
                                                                                 ====
</Table>

The assumed health care cost trend rates for the next year used to measure the
expected cost of benefits covered for the non-pension post-retirement benefit
plans was 6%. The rate was assumed to decrease gradually to 4.5% over 3 years
and remain at that level thereafter. For 2001, the effect of one percentage
point increase or decrease in the assumed health care cost trend rates on
service and interest costs is a $3 million increase and a $2 million decrease,
respectively, and on the accumulated post-retirement benefit obligation, a $33
million increase and a $23 million decrease, respectively.


<Page>

59 FINANCIAL RESULTS

N O T E  1 1    PROVISION FOR (BENEFIT OF) INCOME TAXES

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------
(millions of dollars)                                                     2001          2000          1999
----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>           <C>           <C>
Provision for income taxes - consolidated statement of income(1)
   Current income taxes                                                $   973       $ 1,087       $   943
   Future income taxes                                                  (1,137)         (791)          147
----------------------------------------------------------------------------------------------------------
                                                                          (164)          296         1,090
----------------------------------------------------------------------------------------------------------
Provision for income taxes - consolidated statement of changes in
  shareholders' equity
   Current income taxes                                                   (217)          (48)           58
   Future income taxes                                                     (74)           (6)          (13)
----------------------------------------------------------------------------------------------------------
                                                                          (291)          (54)           45
----------------------------------------------------------------------------------------------------------
TOTAL PROVISION FOR (BENEFIT OF) INCOME TAXES                          $  (455)      $   242       $ 1,135
                                                                       =======       =======       =======

Current income taxes
   Federal                                                             $   395       $   497       $   267
   Provincial                                                              159           124            91
   Foreign                                                                 202           418           643
----------------------------------------------------------------------------------------------------------
                                                                           756         1,039         1,001
----------------------------------------------------------------------------------------------------------
Future income taxes(2)
   Federal                                                                (785)         (568)           98
   Provincial                                                             (343)         (199)           33
   Foreign                                                                 (83)          (30)            3
----------------------------------------------------------------------------------------------------------
                                                                        (1,211)         (797)          134
----------------------------------------------------------------------------------------------------------
                                                                       $  (455)      $   242       $ 1,135
                                                                       =======       =======       =======
</Table>

(1) Includes the tax effect of goodwill amortization of $9 million (2000 - $9
    million; 1999 - $9 million).

(2) Includes a net future income tax benefit of $215 million (2000 - $54
    million) related to federal and provincial tax rate reductions.

The provision for income taxes shown in the consolidated statement of income is
less than that obtained by applying statutory tax rates to the net income before
provision for income taxes for the following reasons:

<Table>
<Caption>
-----------------------------------------------------------------------------------------
                                                             2001        2000        1999
-----------------------------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>
Canadian statutory income tax rate                           41.1%       42.4%       42.5%
Increase (decrease) resulting from:
   Goodwill amortization                                      4.4         2.6          .3
   Dividends                                                (12.3)       (8.2)       (2.6)
   Rate differentials on international operations           (19.0)       (9.8)       (2.4)
   Future federal and provincial tax rate reductions        (17.0)       (7.2)         --
   Federal large corporations tax                             1.4         1.0          .4
   Financial institutions temporary surcharge                  --          .5          .2
   Gains on sale of investment real estate                   (9.1)         --          --
   Non-taxable gain on sale of TD Waterhouse Group, Inc.       --          --       (11.7)
   Other - net                                               (2.5)        (.1)         --
-----------------------------------------------------------------------------------------
Effective income tax rate                                   (13.0)%      21.2%       26.7%
                                                            =====        ====        ====
</Table>

<Page>

60 FINANCIAL RESULTS

   The net future tax liability which is reported in other liabilities is
comprised of:

<Table>
<Caption>
-----------------------------------------------------------------------
(millions of dollars)                                2001          2000
-----------------------------------------------------------------------
<S>                                               <C>           <C>
FUTURE INCOME TAX ASSETS
Allowance for credit losses                       $   323       $   254
Premises and equipment                                122            --
Deferred income                                        70            32
Securities                                            138           157
Employee future benefits                               30            --
Other                                                 142            98
-----------------------------------------------------------------------
Total future income tax assets                        825           541
Valuation allowance                                    --            --
-----------------------------------------------------------------------
Future income tax assets                              825           541
-----------------------------------------------------------------------
FUTURE INCOME TAX LIABILITIES
Intangible assets from business combinations       (1,486)       (2,338)
Premises and equipment                                 --           (46)
Employee future benefits                               --           (36)
Other                                                 (44)          (37)
-----------------------------------------------------------------------
Future income tax liabilities                      (1,530)       (2,457)
-----------------------------------------------------------------------
Net future income tax liability                   $  (705)      $(1,916)
                                                  =======       =======
</Table>

   Earnings of certain international subsidiaries would be taxed only upon
repatriation to Canada. The Bank has not recognized a future income tax
liability for these undistributed earnings since it does not currently plan to
repatriate them. If all international subsidiaries' undistributed earnings were
repatriated, estimated taxes payable would be $230 million at October 31, 2001
(2000 - $186 million).

N O T E  1 2    FAIR VALUE OF FINANCIAL INSTRUMENTS

<Table>
<Caption>
-----------------------------------------------------------------------------------------
(millions of dollars)                                    2001                        2000
-------------------------------------------------------------  --------------------------
                                       CARRYING     ESTIMATED      Carrying     Estimated
CONSOLIDATED BALANCE SHEET                VALUE    FAIR VALUE         value    fair value
-----------------------------------------------------------------------------------------
<S>                                    <C>         <C>             <C>         <C>
ASSETS
Securities                             $ 97,194      $ 98,092      $ 85,387      $ 86,183
Loans                                   119,673       121,736       120,721       120,461
LIABILITIES
Deposits                                193,914       195,654       185,808       186,112
Subordinated notes and debentures         4,892         5,245         4,883         4,916
</Table>

   The aggregate of the estimated fair value amounts presented does not
represent management's estimate of the underlying value of the Bank.
Moreover, fair values disclosed represent estimates of value made at a
specific point in time and may not be reflective of future fair values.

   Fair values are based on the following methods of valuation and assumptions:

   For certain assets and liabilities which are short term in nature or contain
variable rate features, fair value is considered to be equal to carrying value.
These items are not listed above.

   Details of the estimated fair value of derivative financial instruments are
provided in Note 14.

   The estimated fair value of securities is determined as the estimated market
values reported in Note 2.

   The estimated fair value of loans reflects changes in general interest rates
which have occurred since the loans were originated and changes in the
creditworthiness of individual borrowers. For fixed rate loans, estimated fair
value is determined by discounting the expected future cash flows related to
these loans at market interest rates for loans with similar credit risks.

   The estimated fair value of term deposits is determined by discounting the
contractual cash flows using interest rates currently offered for deposits with
similar terms.

   The estimated fair value of the subordinated notes and debentures is
determined by reference to quoted market prices.


<Page>

61 FINANCIAL RESULTS

N O T E  1 3     INTEREST RATE RISK

The Bank's management of interest rate risk is described in the Managing risk
section of the Management's Discussion and Analysis of Operating Performance.
The Canadian Institute of Chartered Accountants' handbook Section 3860,
FINANCIAL INSTRUMENTS - DISCLOSURE AND PRESENTATION, requires disclosure of
exposure to interest rate risk in a prescribed format, as set out in the
following table.

INTEREST RATE RISK(1)

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------------------
(billions of dollars)
--------------------------------------------------------------------------------------------------------------------------------
                                                                             Total                             Non-
                                      Floating     Within    3 months       within   1 year to      Over   interest
2001                                      rate   3 months   to 1 year       1 year     5 years   5 years  sensitive       Total
--------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>          <C>        <C>       <C>        <C>
ASSETS
Cash resources                        $     --    $   5.5     $    .2     $    5.7     $    --    $   --    $    .2    $    5.9
  EFFECTIVE YIELD                                     2.9%        4.6%
Securities purchased under
  resale agreements                   $    4.0    $  13.1     $   3.1     $   20.2     $    --    $   --    $    --    $   20.2
  EFFECTIVE YIELD                                     2.9%        4.4%
Investment securities                 $     .6    $   4.6     $   7.2     $   12.4     $  12.4    $   .9    $   5.3    $   31.0
  EFFECTIVE YIELD                                     3.5%        4.4%                     5.8%      5.7%
Trading securities                    $   66.2    $    --     $    --     $   66.2     $    --    $   --    $    --    $   66.2
Loans                                 $   37.8    $  24.3     $  17.2     $   79.3     $  36.5    $  3.3    $    .6    $  119.7
  EFFECTIVE YIELD                                     5.0%        6.5%                     6.9%      6.5%
Other                                 $   30.6    $    --     $    --     $   30.6     $    --    $   --    $  14.2    $   44.8
--------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                          $  139.2    $  47.5     $  27.7     $  214.4     $  48.9    $  4.2    $  20.3    $  287.8
--------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND
  SHAREHOLDERS' EQUITY
Deposits                              $   39.9    $  81.0     $  29.2     $  150.1     $  24.5    $  1.4    $  17.9    $  193.9
  EFFECTIVE YIELD                                     2.9%        4.1%                     4.8%      2.6%
Obligations related to securities
  sold short                          $   21.1    $    --     $    --     $   21.1     $    .3    $   --    $    --    $   21.4
  EFFECTIVE YIELD                                                                          5.9%
Obligations related to securities
  sold under repurchase
  agreements                          $     .1    $   8.9     $   4.3     $   13.3     $    .9    $   .1    $    .3    $   14.6
  EFFECTIVE YIELD                                     2.7%        4.5%                     2.9%      3.4%
Subordinated notes and
  debentures                          $     --    $    .6     $    .6     $    1.2     $   2.0    $  1.7    $    --    $    4.9
  EFFECTIVE YIELD                                     6.0%        5.9%                     6.4%      7.0%
Other                                 $   30.9    $    --     $    --     $   30.9     $    --    $   .9    $   7.8    $   39.6
Shareholders' equity                  $     --    $    --     $    .2     $     .2     $    .5    $   .8    $  11.9    $   13.4
--------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                $   92.0    $  90.5     $  34.3     $  216.8     $  28.2    $  4.9    $  37.9    $  287.8
--------------------------------------------------------------------------------------------------------------------------------
ON-BALANCE SHEET POSITION             $   47.2    $ (43.0)    $  (6.6)    $   (2.4)    $  20.7    $  (.7)   $ (17.6)   $     --
--------------------------------------------------------------------------------------------------------------------------------
Total pay side instruments(2)         $     --    $ (81.8)    $ (14.4)    $  (96.2)    $ (22.8)   $ (3.0)   $    --    $ (122.0)
  EFFECTIVE YIELD                                     3.6%        4.3%                     5.5%      5.7%
Total receive side instruments(2)     $     --    $  68.5     $  25.0     $   93.5     $  24.8    $  3.7    $    --    $  122.0
  EFFECTIVE YIELD                                     3.6%        4.6%                     4.5%      5.7%
--------------------------------------------------------------------------------------------------------------------------------
OFF-BALANCE SHEET POSITION            $     --    $ (13.3)    $  10.6     $   (2.7)    $   2.0    $   .7    $    --    $     --
--------------------------------------------------------------------------------------------------------------------------------
NET POSITION                          $   47.2    $ (56.3)    $   4.0     $   (5.1)    $  22.7    $   --    $ (17.6)   $     --
                                      ========    =======     =======     ========     =======    =======    =======    ========
</Table>

(1) The above table details the earlier of maturity or repricing date of
    interest sensitive instruments. Contractual repricing may be adjusted
    according to management estimates for prepayments or early redemptions that
    are independent of changes in interest rates. Off-balance sheet transactions
    include only transactions that are put into place as hedges of items not
    included in the trading account. Certain assets and liabilities are shown as
    non-rate sensitive although the profile assumed for actual management may be
    different. Trading securities are presented in the floating rate category.

(2) Notional principal amounts.


<Page>

62 FINANCIAL RESULTS

INTEREST RATE RISK BY CURRENCY

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
(billions of dollars)
-------------------------------------------------------------------------------------------------------------
                                                                Total                           Non-
                              Floating    Within   3 months    within  1 year to     Over   interest
2001                              rate  3 months  to 1 year    1 year    5 years  5 years  sensitive    Total
-------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>          <C>     <C>        <C>      <C>          <C>
Canadian currency
  on-balance sheet position    $  15.1   $ (13.8)   $  (2.5)   $ (1.2)   $  21.1    $ (.7)   $ (19.1)   $  .1
Foreign currency
  on-balance sheet position       32.1     (29.2)      (4.1)     (1.2)       (.4)      --        1.5      (.1)
-------------------------------------------------------------------------------------------------------------
ON-BALANCE SHEET POSITION         47.2     (43.0)      (6.6)     (2.4)      20.7      (.7)     (17.6)      --
-------------------------------------------------------------------------------------------------------------
Canadian currency
  off-balance sheet position        --      (7.1)       3.8      (3.3)       2.5       .1         --      (.7)
Foreign currency
  off-balance sheet position        --      (6.2)       6.8        .6        (.5)      .6         --       .7
-------------------------------------------------------------------------------------------------------------
OFF-BALANCE SHEET POSITION          --     (13.3)      10.6      (2.7)       2.0       .7         --       --
-------------------------------------------------------------------------------------------------------------
NET POSITION                   $  47.2   $ (56.3)   $   4.0    $ (5.1)   $  22.7    $  --    $ (17.6)   $  --
                               =======   =======    =======    ======    =======    =====    =======    =====
</Table>

INTEREST RATE RISK
<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------
(billions of dollars)
--------------------------------------------------------------------------------------------------------------------
                                                                   Total                            Non-
                               Floating    Within   3 months      within  1 year to      Over   interest
2000                               rate  3 months  to 1 year      1 year    5 years   5 years  sensitive       Total
--------------------------------------------------------------------------------------------------------------------
<S>                            <C>       <C>       <C>          <C>       <C>         <C>      <C>          <C>
Total assets                   $  125.2   $  37.9    $  29.4    $  192.5    $  47.1    $  4.4    $  20.8    $  264.8
Total liabilities and
  shareholders' equity             86.7      77.6       32.8       197.1       30.2       4.5       33.0       264.8
--------------------------------------------------------------------------------------------------------------------
On-balance sheet position          38.5     (39.7)      (3.4)       (4.6)      16.9       (.1)     (12.2)         --
--------------------------------------------------------------------------------------------------------------------
Off-balance sheet position           --      (2.2)       4.8         2.6       (3.9)      1.3         --          --
Net position                   $   38.5   $ (41.9)   $   1.4    $   (2.0)   $  13.0    $  1.2    $ (12.2)   $     --
                               ========   =======    =======    ========    =======    ======    =======    ========
</Table>

N O T E  1 4     DERIVATIVE FINANCIAL INSTRUMENTS

The Bank enters into derivative financial instruments, as described below, for
trading and for risk management purposes.

   Interest rate swaps involve the exchange of fixed and floating interest
payment obligations based on a predetermined notional amount. Foreign exchange
swaps involve the exchange of the principal and fixed interest payments in
different currencies. Cross-currency interest rate swaps involve the exchange of
both the principal amount and fixed and floating interest payment obligations in
two different currencies.

   Forward rate agreements are contracts fixing an interest rate to be paid or
received on a notional amount of specified maturity commencing at a specified
future date.

   Foreign exchange forward contracts are commitments to purchase or sell
foreign currencies for delivery at a specified date in the future at a fixed
rate.

   Futures are future commitments to purchase or deliver a commodity or
financial instrument on a specified future date at a specified price. Futures
are traded in standardized amounts on organized exchanges and are subject to
daily cash margining.

   Options are agreements between two parties in which the writer of the option
grants the buyer the future right, but not the obligation, to buy or to sell, at
or by a specified date, a specific amount of a financial instrument at a price
agreed when the option is arranged. The writer receives a premium for selling
this instrument.

   The Bank also transacts equity, commodity and credit derivatives in both the
exchange and over-the-counter markets.

   Notional principal amounts, upon which payments are based, are not indicative
of the credit risk associated with derivative financial instruments.


<Page>

63 FINANCIAL RESULTS

OVER-THE-COUNTER AND EXCHANGE TRADED DERIVATIVE FINANCIAL INSTRUMENTS
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------
(billions of dollars)
-----------------------------------------------------------------------------------------------------------
                                                          Trading
                              -----------------------------------
                                Over-the-   Exchange                                      2001         2000
NOTIONAL PRINCIPAL                counter     traded        Total     Non-trading        TOTAL        Total
-----------------------------------------------------------------------------------------------------------
<S>                            <C>          <C>        <C>            <C>           <C>          <C>
Interest rate contracts
  Futures                      $       --   $  180.1   $    180.1        $     --   $    180.1   $    140.7
  Forward rate agreements            84.5         --         84.5            51.2        135.7         79.6
  Swaps                             518.8         --        518.8           180.6        699.4        605.1
  Options written                    42.1         --         42.1             2.1         44.2         38.9
  Options purchased                   9.7         .3         10.0            41.0         51.0         46.7
-----------------------------------------------------------------------------------------------------------
Foreign exchange contracts
  Forward contracts                 457.6         --        457.6            21.1        478.7        347.7
  Swaps                               9.0         --          9.0              --          9.0          6.8
  Cross-currency
    interest rate swaps              78.1         --         78.1            19.0         97.1         70.9
  Options written                    19.3         --         19.3              --         19.3         13.8
  Options purchased                  16.7         --         16.7              --         16.7         11.4
-----------------------------------------------------------------------------------------------------------
Other contracts(1)                   93.2        8.0        101.2             3.9        105.1         68.1
-----------------------------------------------------------------------------------------------------------
TOTAL                          $  1,329.0   $  188.4   $  1,517.4        $  318.9   $  1,836.3   $  1,429.7
                               ==========   ========   ==========        ========   ==========   ==========
</Table>

(1) Includes equity, commodity and credit derivatives.

DERIVATIVE FINANCIAL INSTRUMENTS BY TERM TO MATURITY

<Table>
<Caption>
----------------------------------------------------------------------------------------------------
(billions of dollars)
----------------------------------------------------------------------------------------------------
                                                Remaining term to maturity
                               -------------------------------------------
                                   Within     1 to 3     3 to 5     Over 5         2001         2000
NOTIONAL PRINCIPAL                 1 year      years      years      years        TOTAL        Total
----------------------------------------------------------------------------------------------------
<S>                            <C>          <C>        <C>        <C>        <C>          <C>
Interest rate contracts
  Futures                      $    144.0   $   36.1   $     --   $     --   $    180.1   $    140.7
  Forward rate agreements           114.8       20.9         --         --        135.7         79.6
  Swaps                             376.5      122.4       73.1      127.4        699.4        605.1
  Options written                    21.6       12.3        6.6        3.7         44.2         38.9
  Options purchased                  27.9       14.8        5.5        2.8         51.0         46.7
----------------------------------------------------------------------------------------------------
Foreign exchange contracts
  Forward contracts                 461.8       15.5        1.2         .2        478.7        347.7
  Swaps                                .8        1.8         .7        5.7          9.0          6.8
  Cross-currency
    interest rate swaps              21.9       30.9       12.3       32.0         97.1         70.9
  Options written                    18.3         .9         .1         --         19.3         13.8
  Options purchased                  15.9         .8         --         --         16.7         11.4
----------------------------------------------------------------------------------------------------
Other contracts(1)                   33.2       21.0       38.2       12.7        105.1         68.1
----------------------------------------------------------------------------------------------------
TOTAL                          $  1,236.7   $  277.4   $  137.7   $  184.5   $  1,836.3   $  1,429.7
                               ==========   ========   ========   ========   ==========   ==========
</Table>

(1) Includes equity, commodity and credit derivatives.


The Bank is exposed to market risk as a result of price volatility in the
derivatives and cash markets relating to movements in interest rates, foreign
exchange rates, equity prices and credit spreads. This risk is managed by senior
officers responsible for the Bank's trading business and is monitored separately
by the Bank's Risk Management Division.

   The estimated fair value of exchange traded derivative financial
instruments is based on quoted market rates plus or minus daily margin
settlements. This results in minimal fair values as these instruments are
effectively settled on a daily basis. The estimated fair value of
over-the-counter derivative financial instruments is determined using
valuation models that incorporate prevailing market rates and prices on
underlying instruments with similar maturities and characteristics. The fair
value of over-the-counter derivative financial instruments also reflects the
impact of valuation adjustments which recognize the need to cover market,
liquidity and credit risks, as well as the cost of capital and administrative
expenses over the life of the contract.

<Page>

64 FINANCIAL RESULTS

FAIR VALUE OF DERIVATIVE FINANCIAL INSTRUMENTS

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------
(millions of dollars)                                                         2001                    2000
----------------------------------------------------------------------------------------------------------
                                     AVERAGE(1) FAIR VALUE
                                              FOR THE YEAR     YEAR-END FAIR VALUE     Year-end fair value
                                    ----------------------------------------------------------------------
                                      POSITIVE    NEGATIVE    POSITIVE    NEGATIVE    Positive    Negative
----------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>         <C>         <C>
DERIVATIVE FINANCIAL INSTRUMENTS
  HELD OR ISSUED FOR
  TRADING PURPOSES:
Interest rate contracts
  Forward rate agreements              $    35     $    43     $    96     $   107     $     8     $    12
  Swaps                                  6,858       6,582      11,275      11,287       3,974       3,337
  Options written                           --         470          --         714          --         336
  Options purchased                        469          --         700          --         274          --
----------------------------------------------------------------------------------------------------------
Total interest rate contracts            7,362       7,095      12,071      12,108       4,256       3,685
----------------------------------------------------------------------------------------------------------
Foreign exchange contracts
  Forward contracts                      4,302       3,936       4,142       3,506       5,047       4,236
  Swaps                                    286         330         352         472         226         271
  Cross-currency
    interest rate swaps                  2,555       3,582       2,748       4,155       3,048       3,478
  Options written                           --         101          --         104          --          90
  Options purchased                        123          --         118          --         106          --
----------------------------------------------------------------------------------------------------------
Total foreign exchange
  contracts                              7,266       7,949       7,360       8,237       8,427       8,075
----------------------------------------------------------------------------------------------------------
Other contracts(2)                       1,658       1,118       2,004       1,425       1,575       1,042
----------------------------------------------------------------------------------------------------------
FAIR VALUE - TRADING                   $16,286     $16,162     $21,435     $21,770     $14,258     $12,802
                                       =======     =======     =======     =======     =======     =======

DERIVATIVE FINANCIAL INSTRUMENTS
  HELD OR ISSUED FOR
  NON-TRADING PURPOSES:
Interest rate contracts
  Forward rate agreements                                      $    57     $     7     $     2     $     2
  Swaps                                                          2,038       2,152         689         610
  Options written                                                   --          19          --          --
  Options purchased                                                218          --          26          --
----------------------------------------------------------------------------------------------------------
Total interest rate contracts                                    2,313       2,178         717         612
----------------------------------------------------------------------------------------------------------
Foreign exchange contracts
  Forward contracts                                                989         833       1,068         788
  Cross-currency interest rate swaps                               492         271         237         171
----------------------------------------------------------------------------------------------------------
Total foreign exchange contracts                                 1,481       1,104       1,305         959
----------------------------------------------------------------------------------------------------------
Other contracts(2)                                                  18          --         101           5
----------------------------------------------------------------------------------------------------------
FAIR VALUE - NON-TRADING                                         3,812       3,282       2,123       1,576
----------------------------------------------------------------------------------------------------------
TOTAL FAIR VALUE                                               $25,247     $25,052     $16,381     $14,378
                                                               =======     =======     =======     =======
</Table>

(1) The average fair value of trading derivative financial instruments for the
    year ended October 31, 2000 was: Positive $11,632 million and Negative
    $10,134 million. Averages are calculated on a monthly basis.

(2) Includes equity, commodity and credit derivatives.

<Page>

65 FINANCIAL RESULTS

   Credit risk on derivative financial instruments is the risk of a financial
loss occurring as a result of a default of a counterparty on its obligation to
the Bank. The treasury credit area is responsible for the implementation of and
compliance with credit policies established by the Bank for the management of
derivative credit exposures.

   On the following schedule, the current replacement cost, which is the
positive fair value of all outstanding derivative financial instruments,
represents the Bank's maximum derivative credit exposure. The credit equivalent
amount is the sum of the current replacement cost and the potential future
exposure, which is calculated by applying factors supplied by the Office of the
Superintendent of Financial Institutions Canada to the notional principal amount
of the instruments. The risk-weighted amount is determined by applying standard
measures of counterparty credit risk to the credit equivalent amount.

CREDIT EXPOSURE OF DERIVATIVE FINANCIAL INSTRUMENTS AT YEAR END
<Table>
<Caption>
----------------------------------------------------------------------------------------------------
(millions of dollars)                                         2001                              2000
----------------------------------------------------------------------------------------------------
                                  CURRENT       CREDIT       RISK-    Current      Credit      Risk-
                                 REPLACE-   EQUIVALENT    WEIGHTED   replace-  equivalent   weighted
                                MENT COST(1)    AMOUNT      AMOUNT  ment cost(1)   amount     amount
----------------------------------------------------------------------------------------------------
<S>                             <C>         <C>           <C>       <C>        <C>          <C>
Interest rate contracts
  Forward rate agreements         $   153     $   258     $    57     $    10     $    25     $    5
  Swaps                            13,294      16,110       3,944       4,616       6,844      1,647
  Options purchased                   854         998         271         290         421        106
----------------------------------------------------------------------------------------------------
Total interest rate contracts      14,301      17,366       4,272       4,916       7,290      1,758
----------------------------------------------------------------------------------------------------
Foreign exchange contracts
  Forward contracts                 4,960       9,528       2,465       5,991       9,577      2,501
  Swaps                               352         911         272         226         622        201
  Cross-currency
    interest rate swaps             3,240       8,013       1,920       3,273       7,004      1,646
  Options purchased                    55         255          78          67         206         58
----------------------------------------------------------------------------------------------------
Total foreign exchange
  contracts                         8,607      18,707       4,735       9,557      17,409      4,406
----------------------------------------------------------------------------------------------------
Other contracts(2)                  1,914       9,253       2,631       1,189       5,835      1,697
----------------------------------------------------------------------------------------------------
TOTAL DERIVATIVE FINANCIAL
  INSTRUMENTS                     $24,822     $45,326     $11,638     $15,662     $30,534     $7,861
                                  =======     =======     =======     =======     =======     ======

Less impact of master netting
  agreements and collateral        15,779      21,734       5,265       7,847      12,011      3,200
----------------------------------------------------------------------------------------------------
                                  $ 9,043     $23,592     $ 6,373     $ 7,815     $18,523     $4,661
                                  =======     =======     =======     =======     =======     ======
</Table>

(1) Exchange traded instruments and forward foreign exchange contracts maturing
    within 14 days are excluded in accordance with the guidelines of the Office
    of the Superintendent of Financial Institutions Canada. The total positive
    fair value of the excluded contracts at October 31, 2001 was $425 million
    (2000 - $719 million).

(2) Includes equity, commodity and credit derivatives.


<Page>

66 FINANCIAL RESULTS

N O T E  1 5      CONTINGENT LIABILITIES AND COMMITMENTS

   (a) In the normal course of business, the Bank enters into various
off-balance sheet commitments and contingent liability contracts.

   The credit instruments reported below represent the maximum amount of
additional credit that the Bank could be obligated to extend should the
contracts be fully utilized.

CREDIT INSTRUMENTS
<Table>
<Caption>
-------------------------------------------------------------------------------------------------
(millions of dollars)                                                            2001        2000
-------------------------------------------------------------------------------------------------
<S>                                                                           <C>          <C>
Guarantees and standby letters of credit                                      $ 8,373      $7,106
Documentary and commercial letters of credit                                    1,519       1,173
Commitments to extend credit(1)
  Original term to maturity of one year or less                                47,736      54,756
  Original term to maturity of more than one year                              29,621      28,412
-------------------------------------------------------------------------------------------------
                                                                              $87,249     $91,447
                                                                              =======     =======
</Table>

(1) Consists of unused portions of commitments to extend credit in the form of
    loans, customers' liability under acceptances, guarantees and letters of
    credit.

    (b) The premises and equipment net rental expense charged to net income for
the year ended October 31, 2001 was $489 million (2000 - $391 million).

   The Bank has obligations under long-term non-cancellable leases for premises
and equipment. Future minimum operating lease commitments for premises and for
equipment where the annual rental is in excess of $100 thousand are as follows:

<Table>
<Caption>
--------------------------------------------
(millions of dollars)
--------------------------------------------
<S>                                  <C>
2002                                 $   332
2003                                     277
2004                                     196
2005                                     153
2006                                     121
2007 and thereafter                      427
--------------------------------------------
                                     $ 1,506
                                     =======
</Table>

   (c) The Bank and its subsidiaries are involved in various legal actions in
the ordinary course of business, many of which are loan-related. In management's
opinion, the ultimate disposition of these actions, individually or in the
aggregate, will not have a material adverse effect on the financial condition of
the Bank.

   (d) In the ordinary course of business, securities and other assets are
pledged against liabilities. As at October 31, 2001 securities and other assets
with a carrying value of $33 billion (2000 - $24 billion) were pledged in
respect of securities sold short or under repurchase agreements. In addition, as
at October 31, 2001, assets with a carrying value of $2.3 billion (2000 - $3
billion) were deposited for the purposes of participation in clearing and
payment systems and depositories or to have access to the facilities of central
banks in foreign jurisdictions, or as security for contract settlements with
derivative exchanges or other derivative counterparties.

   (e) In the ordinary course of business, the Bank agrees to lend unpaid
customer securities, or its own securities, to borrowers on a fully
collateralized basis. Securities lent at October 31, 2001 amounted to $2 billion
(2000 - $.8 billion).


<Page>

67 FINANCIAL RESULTS

N O T E  1 6      CONCENTRATION OF CREDIT RISK

Concentration of credit risk exists where a number of borrowers or
counterparties are engaged in similar activities, are located in the same
geographic area or have comparable economic characteristics. Their ability to
meet contractual obligations may be similarly affected by changing economic,
political or other conditions. Management considers the following concentrations
to be within acceptable limits.

ON-BALANCE SHEET ASSETS

Of the total loans outstanding at September 30, 2001, 81% were to borrowers in
Canada, with the largest concentration in Ontario (50%), and 14% to borrowers in
the United States. At September 30, 2000, loan concentration was 74% in Canada
(including 44% in Ontario) and 18% in the United States. No single industry
segment accounted for more than 5% of the total loans and customers' liability
under acceptances.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

(A) CREDIT INSTRUMENTS

At October 31, 2001, the Bank had commitments and contingent liability contracts
in the amount of $87,249 million (2000 - $91,447 million). Included are
commitments to extend credit totalling $77,357 million (2000 - $83,168 million),
of which approximately 45% of the credit risk was in Canada (2000 - 45%), 42% in
the United States (2000 - 42%), and 7% in the United Kingdom (2000 - 7%). Of the
commitments to extend credit, approximately 34% of the industry concentration
related to financial institutions (2000 - 34%), 13% related to utilities (2000 -
13%), 8% related to government (2000 - 6%), 7% related to telecommunications
(2000 - 10%), and 6% related to oil and gas (2000 - 5%). No other industry
segment exceeded 5% of the total.

(B) DERIVATIVE FINANCIAL INSTRUMENTS

At October 31, 2001, the current replacement cost of derivative financial
instruments amounted to $24,822 million (2000 - $15,662 million). Based on the
location of the ultimate counter-party, 31% of this credit risk amount related
to the United States (2000 - 27%), 27% to Europe excluding the United Kingdom
(2000 - 30%), 21% to Canada (2000 - 24%), and 12% to the United Kingdom (2000 -
11%). The largest concentration by counterparty type was with financial
institutions, which accounted for 84% of the total (2000 - 84%). No other
industry segment exceeded 5% of the total.


N O T E  1 7      SEGMENTED INFORMATION

The Bank's operations and activities are organized around the following
businesses: TD Canada Trust, TD Waterhouse, TD Wealth Management and TD
Securities.

   TD Canada Trust provides financial services to consumers and small and
medium-sized businesses. TD Waterhouse provides global self-directed brokerage
services. TD Wealth Management provides investment management services to
institutional and retail investors. TD Securities provides a full range of
services, including investment banking, merchant banking, mergers and
acquisitions, fixed income, foreign exchange, derivative products, high yield,
money market, equities, and corporate banking.

   The Other category includes real estate investments, the effect of
securitizations, treasury management, general provisions for credit losses,
certain taxable equivalent adjustments, restructuring costs and any residual
unallocated revenues and expenses.

   Results of each segment reflect revenues, expenses, assets and liabilities
generated by the businesses in that segment. Transfer pricing of funds sold or
purchased, and of commissions for services provided are generally at market
rates. The Bank measures the performance of each segment based on net income,
return on equity and economic profit.



<Page>

68 FINANCIAL RESULTS

RESULTS BY BUSINESS SEGMENT

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
--------------------------------------------------------------------------------------------------------------------------------
                                                      TD            TD     TD Wealth            TD
2001                                        Canada Trust    Waterhouse    Management    Securities         Other           Total
--------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>            <C>           <C>          <C>            <C>            <C>
Net interest income
  (on a taxable equivalent basis)               $  3,951       $   400       $   80       $    886       $  (681)       $  4,636
Provision for credit losses                          380            --           --            327           213             920
Other income                                       1,688         1,216          618          2,251           674           6,447
Non-interest expenses excluding non-cash
  goodwill/intangible amortization and
  restructuring costs                              3,467         1,508          523          1,368            59           6,925
Restructuring costs                                   --            --           --             --           239             239
--------------------------------------------------------------------------------------------------------------------------------
Income before provision for income
  taxes and non-controlling interest               1,792           108          175          1,442          (518)          2,999
Provision for income taxes
  (on a taxable equivalent basis)                    702            54           75            528          (417)            942
Non-controlling interest in net income
  of subsidiaries                                     --             6           --             --            39              45
--------------------------------------------------------------------------------------------------------------------------------
NET INCOME - CASH BASIS                         $  1,090       $    48       $  100       $    914       $  (140)       $  2,012
                                                ========       =======       ======       ========       =======        ========

Non-cash goodwill/intangible
  amortization, net of tax                                                                                                   629
                                                                                                                        --------
NET INCOME - ACCRUAL BASIS                                                                                              $  1,383
                                                                                                                        ========

Total assets                                    $113,100       $17,300       $5,000       $145,200       $ 7,238        $287,838
                                                ========       =======       ======       ========       =======        ========

2000
--------------------------------------------------------------------------------------------------------------------------------
Net interest income
  (on a taxable equivalent basis)               $  3,265       $   538       $   66       $    428       $  (493)       $  3,804
Provision for credit losses                          332            --            1            210           (63)            480
Other income                                       1,438         1,746          633          2,295           288           6,400
Non-interest expenses excluding non-cash
  goodwill/intangible amortization and
  restructuring costs                              2,944         1,679          488          1,189             7           6,307
Restructuring costs                                   --            --           --             --           475             475
--------------------------------------------------------------------------------------------------------------------------------
Income before provision for income
  taxes and non-controlling interest               1,427           605          210          1,324          (624)          2,942
Provision for income taxes
  (on a taxable equivalent basis)                    602           250           95            546          (375)          1,118
Non-controlling interest in net income
  of subsidiaries                                     --            36           --             --            41              77
--------------------------------------------------------------------------------------------------------------------------------
NET INCOME - CASH BASIS                         $    825       $   319       $  115       $    778       $  (290)       $  1,747
                                                ========       =======       ======       ========       =======        ========

Non-cash goodwill/intangible
  amortization, net of tax                                                                                                   722
                                                                                                                        --------
NET INCOME - ACCRUAL BASIS                                                                                              $  1,025
                                                                                                                        ========
Total assets                                    $104,300       $23,600       $4,700       $123,600       $ 8,618        $264,818
                                                ========       =======       ======       ========       =======        ========

1999
--------------------------------------------------------------------------------------------------------------------------------
Net interest income
  (on a taxable equivalent basis)               $  2,198       $   308       $   48       $    806       $  (187)       $  3,173
Provision for credit losses                          154            --           --             76            45             275
Other income                                         835         1,897          379          1,595           103           4,809
Gain on sale of TD Waterhouse Group, Inc.             --         1,122           --             --            --           1,122
Non-interest expenses excluding non-cash
  goodwill/intangible amortization                 2,005         1,094          331          1,028            59           4,517
--------------------------------------------------------------------------------------------------------------------------------
Income before provision for income
  taxes and non-controlling interest                 874         2,233           96          1,297          (188)          4,312
Provision for income taxes
  (on a taxable equivalent basis)                    375           451           43            550          (137)          1,282
Non-controlling interest in net income
  of subsidiaries                                     --             5           --             --            --               5
--------------------------------------------------------------------------------------------------------------------------------
NET INCOME - CASH BASIS                         $    499       $ 1,777       $   53       $    747       $   (51)       $  3,025
                                                ========       =======       ======       ========       =======        ========

Non-cash goodwill/intangible
  amortization, net of tax                                                                                                    44
NET INCOME - ACCRUAL BASIS                                                                                              $  2,981
                                                                                                                        ========
</Table>

<Page>

69 FININCIAL RESULTS

GEOGRAPHIC DISTRIBUTION OF REVENUE

The Bank earns revenue in Canada, the United States and other international
locations. Reporting is based on the geographic location of the unit responsible
for recording the revenue.


REVENUE (ON A TAXABLE EQUIVALENT BASIS)

<Table>
<Caption>
--------------------------------------------------------------
(millions of dollars)              2001        2000       1999
--------------------------------------------------------------
<S>                             <C>         <C>         <C>
Canada                          $ 7,920     $ 6,823     $4,772
United States                     1,677       2,595      2,752
Other international               1,486         786        458
--------------------------------------------------------------
TOTAL(1)                        $11,083     $10,204     $7,982
                                =======     =======     ======
</Table>

(1) Excludes gain on sale of TD Waterhouse Group, Inc. in 1999.

N O T E  1 8      ACQUISITIONS AND DISPOSITIONS

(A) ACQUISITION OF TD WATERHOUSE SHARES

In October 2001, the Bank announced its intention to acquire the common shares
of TD Waterhouse that it does not own for total consideration of approximately
US$386 million. Goodwill and intangibles arising from the proposed acquisition
are expected to be $250 million.

   In connection with the proposed acquisition of the TD
Waterhouse shares, the Bank announced in October 2001, that it will issue common
shares to partially fund the transaction. On November 1, 2001, approximately 11
million common shares were issued for cash proceeds of $400 million.

(B) ACQUISITION OF R.J. THOMPSON HOLDINGS, INC.

During the year, TD Waterhouse announced the acquisition of R.J. Thompson
Holdings, Inc., a direct access brokerage firm. The acquisition closed on
November 1, 2001 and total consideration in respect of this acquisition amounted
to $122 million, paid in cash. Goodwill and intangibles arising from this
acquisition are expected to be $118 million.

(C) ACQUISITION OF NEWCREST HOLDINGS INC.

The Bank acquired all of the outstanding Class A and Class B common shares of
Newcrest Holdings Inc. (Newcrest), a holding company for the securities dealer
Newcrest Capital Inc., effective November 1, 2000. The total consideration in
respect of this purchase amounted to $225 million, paid in Bank common shares of
$181 million and cash of $44 million. The acquisition was accounted for by the
purchase method and the results of Newcrest's operations have been included in
the consolidated statement of income from November 1, 2000. Goodwill arising
from the transaction of $160 million is being amortized on a straight-line basis
over the expected period of benefit of 10 years.

(D) ACQUISITION OF CANADA LIFE CASUALTY
INSURANCE COMPANY

On December 31, 2000, Meloche Monnex Inc., a wholly-owned subsidiary of the
Bank, acquired all of the outstanding common shares of Canada Life Casualty
Insurance Company (CLIC) for cash consideration of $80 million. The acquisition
was accounted for by the purchase method and the results of CLIC's operations
have been included in the consolidated statement of income from the effective
date of acquisition. Goodwill arising from the transaction of $40 million is
being amortized on a straight-line basis over the expected period of benefit of
10 years.

(E) SALE OF INVESTMENT REAL ESTATE

During the year, the Bank sold certain investment real estate for a pre-tax gain
on sale of $350 million, net of deferrals.

(F) ACQUISITION OF CT FINANCIAL SERVICES INC.

On February 1, 2000, the Bank acquired substantially all of the common shares of
CT Financial Services Inc. (CT), a holding company for a group of companies
which together operated as a Canadian financial services company under the name
Canada Trust. The total consideration in respect of this purchase amounted to
$7,998 million, paid in cash. The cash for the acquisition was obtained as
follows:

<Table>
<Caption>
--------------------------------------------------------------------------------
(millions of dollars)
--------------------------------------------------------------------------------
<S>                                                                      <C>
Issue of common shares                                                   $   700
Issue of preferred shares                                                    410
Issue of trust units of subsidiary                                           900
Issue of subordinated notes                                                  750
Wholesale deposits                                                         5,263
Less: fees and expenses                                                      (25)
--------------------------------------------------------------------------------
Total                                                                    $ 7,998
                                                                         =======
</Table>

<Page>

70 FINANCIAL RESULTS

   The acquisition was accounted for by the purchase method and the results of
CT's operations have been included in the consolidated statement of income from
the date of acquisition. Goodwill arising from the transaction is being
amortized on a straight-line basis over the expected period of benefit of 10
years. Intangible assets are being amortized on a double declining basis over
eight years, based upon their estimated useful lives.

   Details of the consideration given and the fair values of the net assets
acquired are as follows:

<Table>
<Caption>
---------------------------------------------------------------------------------
(millions of dollars)
---------------------------------------------------------------------------------
FAIR VALUE OF ASSETS ACQUIRED
<S>                                                                       <C>
Cash and cash equivalents                                                 $   831
Securities purchased under resale agreements                                1,219
Securities                                                                 14,082
Loans                                                                      28,352
Intangible assets
  Core deposit intangibles                                                  2,264
  Other identifiable intangibles                                            4,596
Other assets                                                                2,807
Assets held for sale                                                        2,012
---------------------------------------------------------------------------------
                                                                           56,163
---------------------------------------------------------------------------------
LESS LIABILITIES ASSUMED AND NON-CONTROLLING INTEREST IN SUBSIDIARIES
Deposits                                                                   41,414
Obligations related to securities sold short                                  230
Obligations related to securities sold under repurchase agreements          1,099
Other liabilities                                                           2,928
Future tax liability on intangibles                                         2,950
Subordinated debentures                                                       350
Non-controlling interest in subsidiaries                                      375
---------------------------------------------------------------------------------
                                                                           49,346
---------------------------------------------------------------------------------
FAIR VALUE OF IDENTIFIABLE NET ASSETS ACQUIRED                              6,817
Goodwill                                                                    1,181
---------------------------------------------------------------------------------
TOTAL PURCHASE CONSIDERATION                                              $ 7,998
                                                                          =======
</Table>

N O T E  1 9   RESTRUCTURING COSTS

During the fourth quarter of fiscal 2001, TD Securities announced a
restructuring of its operations and as a result recorded pre-tax restructuring
costs of $130 million. The restructuring costs relate primarily to employee
severance. The Bank expects the restructuring to be substantially complete by
the end of fiscal 2002.

   In the third quarter of fiscal 2001, TD Waterhouse announced a restructuring
of its operations and pre-tax costs of $54 million were charged to income,
primarily for employee severance and real estate rationalization. The Bank
expects the restructuring related to TD Waterhouse to be completed during fiscal
2002.

   At the time of the acquisition of Newcrest in 2001, the Bank determined it
was necessary to restructure the combined operations. Pre-tax restructuring
costs of $55 million were charged to income in the first quarter of fiscal 2001,
primarily for employee severance. The restructuring was completed by the end of
the second quarter of fiscal 2001.

   In 2000, following the acquisition of CT, the Bank determined that it was
necessary to restructure the combined operations. Pre-tax restructuring costs of
$475 million were recorded in the second quarter of fiscal 2000. The
restructuring costs relate primarily to severance and employee support costs,
branch closures, rationalization of regional and head office space requirements,
lease termination, and other expenses. The Bank expects the restructuring
related to the acquisition of CT to be substantially complete by the end of
fiscal 2002.

   As at October 31, 2001, the total unutilized balance of restructuring costs
of $337 million shown on the following page was included in other liabilities in
the consolidated balance sheet.

<Page>

71 FINANCIAL RESULTS

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------
                                                    Human          Real
(millions of dollars)                           Resources        Estate   Technology        Other         Total
---------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>      <C>               <C>           <C>
Balance at beginning of year                         $139          $142          $29          $17          $327
Restructuring costs arising during the year
  Newcrest                                             54            --           --            1            55
  TD Waterhouse                                        12            30           --           12            54
  TD Securities                                       125             4           --            1           130
Amount utilized during the year
  CT                                                   73            31           15           15           134
  Newcrest                                             54            --           --            1            55
  TD Waterhouse                                        10            18           --           11            39
  TD Securities                                         1            --           --           --             1
---------------------------------------------------------------------------------------------------------------
Balance at end of year                               $192          $127          $14          $ 4          $337
                                                     ====          ====          ===          ===          ====
</Table>


N O T E  2 0   RECONCILIATION OF CANADIAN AND UNITED STATES GENERALLY ACCEPTED
               ACCOUNTING PRINCIPLES

The consolidated financial statements of the Bank are prepared in accordance
with Canadian generally accepted accounting principles, including the accounting
requirements of the Superintendent of Financial Institutions Canada (Canadian
GAAP).

Differences at October 31 between Canadian GAAP and United States generally
accepted accounting principles (U.S. GAAP) are described below.

NET INCOME
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                                  2001              2000              1999
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>               <C>               <C>
Net income based on Canadian GAAP                                                   $ 1,383           $ 1,025           $ 2,981
Stock-based compensation                                                                 64               (89)             (130)
Employee future benefits                                                                  5               (12)              (11)
Restructuring costs                                                                     (50)              216                --
Loan securitizations                                                                     (3)               26                 9
Non-controlling interest in TD Mortgage Investment Corporation                          (13)              (12)              (12)
Future income taxes                                                                      54               (54)               --
Available for sale securities                                                           (48)               --                --
Derivative instruments and hedging activities                                           142                --                --
Other                                                                                    (3)               (5)               --
-------------------------------------------------------------------------------------------------------------------------------
NET INCOME BASED ON U.S. GAAP                                                         1,531             1,095             2,837
Preferred dividends                                                                      70                44                31
-------------------------------------------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO COMMON SHARES BASED ON U.S. GAAP                           $ 1,461           $ 1,051           $ 2,806
                                                                                    =======           =======           =======

Basic and diluted earnings per common share - U.S. GAAP                             $  2.32           $  1.69           $  4.68
                                            - Canadian GAAP                            2.07              1.56              4.90
</Table>


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                                  2001              2000              1999
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>               <C>               <C>
Net income based on U.S. GAAP                                                       $ 1,531           $ 1,095           $ 2,837
Other comprehensive income, net of income taxes
  Net change in unrealized gains and losses on available for sale securities             55               246               (35)
  Reclassification to earnings in respect of available for sale securities               48                --                --
  Change in unrealized foreign currency translation gains and losses(1)                 171                 2              (149)
  Change in gains and losses on derivative instruments designated as
    cash flow hedges                                                                   (328)               --                --
  Reclassification to earnings of gains and losses on cash flow hedg                     15                --                --
  Gains arising from adoption of new accounting standard for
    derivative instruments                                                               20                --                --
-------------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME                                                                $ 1,512           $ 1,343           $ 2,653
                                                                                    =======           =======           =======
</Table>

(1) Fiscal 2001 includes $278 million of after-tax losses arising from hedges of
    the Bank's investment positions in foreign operations.



<Page>

72 FINANCIAL RESULTS

CONDENSED CONSOLIDATED BALANCE SHEET
<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                         2001                                          2000
--------------------------------------------------------------------------------------------------------------------------------
                                          CANADIAN                            U.S.        Canadian                          U.S.
                                              GAAP    ADJUSTMENTS             GAAP            GAAP   Adjustments            GAAP
--------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>             <C>              <C>            <C>            <C>
ASSETS
Cash resources                            $  5,945       $     --        $   5,945        $  4,187       $    --        $  4,187
Securities purchased under
  resale agreements                         20,205             --           20,205          13,974            --          13,974
Securities
  Investment                                31,010          1,038           32,048          27,090           796          27,886
  Trading                                   66,184             --           66,184          58,297            --          58,297
Loans                                      128,795          7,442          136,237         120,721           200         120,921
Derivatives' market revaluation             21,435          4,105           25,540          14,258            --          14,258
Goodwill and intangible
  assets from business
  combinations                               6,616             64            6,680           7,835            71           7,906
Other assets                                 7,648             50            7,698          18,456            --          18,456
--------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                              $287,838       $ 12,699        $ 300,537        $264,818       $ 1,067        $265,885
                                          ========       ========        =========        ========       =======        ========

LIABILITIES
Deposits                                  $193,914       $     --        $ 193,914        $185,808       $    --        $185,808
Derivatives' market revaluation             21,770          3,867           25,637          12,802            --          12,802
Other liabilities                           52,586          8,380           60,966          47,319           623          47,942
Subordinated notes and
  debentures                                 4,892             --            4,892           4,883            --           4,883
Non-controlling interest in
  subsidiaries                               1,272            350            1,622           1,656           350           2,006
--------------------------------------------------------------------------------------------------------------------------------
Total liabilities                          274,434         12,597          287,031         252,468           973         253,441
--------------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Preferred shares                             1,492           (350)           1,142           1,251          (350)            901
Common shares                                2,259             --            2,259           2,060            --           2,060
Retained earnings                            9,653           (260)           9,393           9,039          (287)          8,752
Accumulated other
  comprehensive income
    Net unrealized gains on
      available for sale securities             --            599              599              --           496             496
    Foreign currency translation
      adjustments                               --            406              406              --           235             235
    Derivative instruments                      --           (293)            (293)             --            --              --
--------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity                  13,404            102           13,506          12,350            94          12,444
--------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                  $287,838       $ 12,699        $ 300,537        $264,818       $ 1,067        $265,885
                                          ========       ========        =========        ========       =======        ========
</Table>

STOCK-BASED COMPENSATION

During 1997, the Bank's employee stock option plan administration was modified
to allow option holders to elect to receive cash for the options equal to their
intrinsic value, being the difference between the option exercise price and the
current market value of the shares. In accounting for stock options with this
feature, U.S. GAAP requires expensing the annual change in the intrinsic value
of the stock options. For options that have not fully vested, the change in
intrinsic value is amortized over the remaining vesting period. Under Canadian
GAAP, no expenses are recorded and cash payments to option holders are charged
to retained earnings on a net of tax basis.

EMPLOYEE FUTURE BENEFITS

Under Canadian GAAP, the Bank adopted the new employee future benefits standard
in fiscal 2001 on a retroactive basis without restatement. The new Canadian
standard requires the accrual of employee future benefits. Previous Canadian
GAAP permitted non-pension benefits to be expensed as paid. U.S. GAAP similarly
requires the accrual of employee future benefits. For purposes of U.S. GAAP, the
Bank adopted the employee future benefits standard on a prospective basis.
Consequently, differences between U.S. and Canadian GAAP continue to remain, as
the transitional impacts will be amortized over the expected average remaining
service life of the employee group.

<Page>

RESTRUCTURING COSTS

Under previous Canadian GAAP, restructuring costs incurred in respect of an
acquired company could be accrued as a liability provided that a restructuring
plan detailing all significant actions to be taken had been approved by an
appropriate level of management, and significant changes to the plan were not
likely. U.S. GAAP and current Canadian GAAP require that restructuring costs
related to an acquired company be included as a liability in the allocation of
the purchase price, thereby increasing goodwill. U.S. GAAP also requires that
all restructuring costs be incurred within one year of a restructuring plan's
approval by management and that all employees to be involuntarily terminated be
notified of their termination benefit arrangement. In accordance with U.S. GAAP,
restructuring costs of $188 million and $55 million after-tax have been
recognized during 2001 and 2000, respectively. The restructuring costs under
Canadian GAAP amounted to $138 million and $271 million after-tax for 2001 and
2000, respectively.

LOAN SECURITIZATIONS

U.S. GAAP and current Canadian GAAP require gains on loan securitizations to be
recognized in income immediately. Under previous Canadian GAAP, gains were
recognized only when received in cash by the Bank.

   During the year, the Bank adopted the new U.S. accounting standard for
transfers and servicing of financial assets and extinguishments of liabilities.
The principal impact of this new U.S. standard on the Bank's financial
statements is to require consolidation of special purpose entities (SPE's) in
circumstances where the SPE is considered a single-seller and either its
activities are not sufficiently limited or it does not have a minimum 3%
external equity investment. Canadian GAAP requires consolidation of such SPE's
only when the Bank retains substantially all the residual risks and rewards of
the SPE.

   The following table presents key economic assumptions and the sensitivity of
the current fair value of retained interests to two adverse changes in each key
assumption as at October 31. The sensitivity analysis is hypothetical and should
be used with caution.

NON-CONTROLLING INTEREST

Under U.S. GAAP, preferred shares of the Bank's subsidiary, TD Mortgage
Investment Corporation, are presented as a non-controlling interest on the
consolidated balance sheet, and the net income applicable to the non-controlling
interest is presented separately on the consolidated statement of income. Under
Canadian GAAP, these preferred shares are included within the total preferred
shares presented on the consolidated balance sheet.

FUTURE INCOME TAXES

Under Canadian GAAP, the effects of income tax rate reductions are recorded when
considered substantively enacted. Under U.S. GAAP, the effects of rate changes
do not impact the measurement of tax balances until passed into law.

INVESTMENT SECURITIES

U.S. GAAP requires that investment securities be classified as either "available
for sale" or "held to maturity", and requires available for sale securities to
be reported on the balance sheet at their estimated fair values. Unrealized
gains and losses arising from changes in fair values of available for sale
securities are reported net of income taxes in other comprehensive income. Other
than temporary declines in fair value are recorded by transferring the
unrealized loss from other comprehensive income to the statement of income. For
U.S. GAAP, the Bank accounts for substantially all investment securities as
available for sale. Under Canadian GAAP, investment securities are carried at
cost or amortized cost, with other than temporary declines in value recognized
based upon expected net realizable values.

<Table>
<Caption>
-----------------------------------------------------------------------
(millions of dollars)
-----------------------------------------------------------------------
                                               Residential     Personal
2001                                        mortgage loans        loans
-----------------------------------------------------------------------
<S>                                         <C>                <C>
Carrying value of retained interests                 $ 239         $ 27
Discount rate                                          3.8%         4.8%
+10%                                                 $  (1)        $ --
+20%                                                    (2)          --
Prepayment rate                                        7.0%        20.3%
+10%                                                 $  (2)        $ (2)
+20%                                                    (3)          (4)
Expected credit losses                                  .2%         1.6%
+10%                                                 $ --          $ (1)
+20%                                                   --            (1)
</Table>


<Page>

74 FINANCIAL RESULTS

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Bank adopted the new U.S. standard relating to derivative instruments and
hedging activities on November 1, 2000 and recorded a cumulative transition
adjustment recognizing after-tax gains of $10 million in net income and $20
million in other comprehensive income. U.S. GAAP requires all derivative
instruments be reported on the consolidated balance sheet at their fair values,
with changes in the fair value for derivatives that are not hedges reported
through the consolidated statement of income. U.S. GAAP provides specific
guidance on hedge accounting including the measurement of hedge ineffectiveness,
limitations on hedging strategies and hedging with intercompany derivatives. For
fair value hedges, the Bank is hedging changes in the fair value of assets,
liabilities or firm commitments and changes in the fair values of the derivative
instruments are recorded in income. For cash flow hedges, the Bank is hedging
the variability in cash flows related to variable rate assets, liabilities or
forecasted transactions and the effective portion of the changes in the fair
values of the derivative instruments are recorded in other comprehensive income
until the hedged items are recognized in income. Deferred net losses on
derivative instruments of $132 million included in other comprehensive income at
October 31, 2001 are expected to be reclassified to earnings during the next
twelve months. Cash flow hedges also include hedges of certain forecasted
transactions up to a maximum of 10 years, although a substantial majority is
under 2 years. The ineffective portion of hedging derivative instruments'
changes in fair values are immediately recognized in income. For fiscal 2001,
under U.S. GAAP, the Bank recognized gains of $13 million for the ineffective
portion of cash flow hedges.

   Under Canadian GAAP, the Bank recognizes only derivatives used in trading
activities at fair value on the consolidated balance sheet, with changes in fair
value included in income.

FOREIGN CURRENCY TRANSLATION ADJUSTMENTS

U.S. GAAP requires foreign currency translation
adjustments arising from subsidiaries where the functional currency is other
than the Canadian dollar to be presented net of taxes in other comprehensive
income, a separate component of shareholders' equity. Under Canadian GAAP,
foreign currency translation adjustments are presented in retained earnings.

N O T E  2 1     FUTURE ACCOUNTING CHANGES

The effective dates noted below are the dates on which new accounting standards
must be implemented. Earlier implementation is permitted and the Bank will
assess each standard separately to determine the year of adoption.

BUSINESS COMBINATIONS

Two new related accounting standards on business combinations and goodwill and
other intangible assets, have been issued. The new standard on business
combinations eliminates the pooling-of-interests accounting method and is
applicable to all acquisitions initiated on or after July 1, 2001.

   The new standard on goodwill and other intangible assets is effective for
fiscal 2003, although earlier adoption effective fiscal 2002 is permitted. The
Bank intends to implement the new standard in fiscal 2002. This new standard
discontinues the amortization of goodwill and intangible assets with indefinite
useful lives. The new standard introduces an annual assessment and recognition
of goodwill and indefinite life intangible asset impairment. The Bank is
currently reviewing the new accounting standard and its related guidance to
determine whether any intangible assets are considered to have indefinite useful
lives.

EARNINGS PER SHARE

A new accounting standard on earnings per share has been issued and is effective
for fiscal 2002. The new standard harmonizes Canadian GAAP with both U.S. and
international accounting standards. The new standard requires the use of the
treasury stock method, whereby the proceeds received from the exercise of stock
options are assumed to be used to repurchase shares. Under the current imputed
earnings approach, the Bank assumes the proceeds are invested to earn a return.
The new standard is not expected to have a material impact on reported earnings
per share.

STOCK-BASED COMPENSATION

A new accounting standard on stock-based compensation has recently been approved
by the Accounting Standards Board, which will harmonize Canadian GAAP with U.S.
GAAP and is effective for fiscal 2003. The new standard requires that stock
appreciation rights be measured at fair value at each reporting date, with the
change in fair value reported in the statement of income. The standard
encourages but does not require the use of the fair value method for all other
stock-based compensation plans. The standard is to be implemented retroactively
without restatement at the time of adoption. The Bank is currently reviewing its
stock option plan design in the context of the new standard and may modify its
stock option plan as a result of this review. Accordingly, the impact of this
new standard on the Bank's results cannot be determined at this time.

<Page>

75 FINANCIAL RESULTS

PRINCIPAL SUBSIDIARIES

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                                     As at October 31, 2001
----------------------------------------------------------------------------------------------------------------
                                                                                        Book value of all shares
Canadian                                                         Head office                   owned by the Bank
----------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                    <C>
Commercial Mortgage Origination Company of Canada                Toronto, Canada                          $   13
----------------------------------------------------------------------------------------------------------------
CT Financial Assurance Company                                   Toronto, Canada                              19
----------------------------------------------------------------------------------------------------------------
First Nations Bank of Canada (89%)                               Walpole Island, Canada                        8
----------------------------------------------------------------------------------------------------------------
Meloche Monnex Inc.                                              Montreal, Canada                            163
  Primmum Insurance Company                                      Toronto, Canada
  CT Assurance Agency Inc.                                       Toronto, Canada
  Meloche Monnex Insurance & Financial Services Inc.             Montreal, Canada
    Meloche Monnex Financial Services Inc.                       Montreal, Canada
  Security National Insurance Company                            Montreal, Canada
    TD General Insurance Company                                 Toronto, Canada
----------------------------------------------------------------------------------------------------------------
Newcrest Holdings Inc.                                           Toronto, Canada                              68
----------------------------------------------------------------------------------------------------------------
TD Asset Finance Corp.                                           Toronto, Canada                              --
----------------------------------------------------------------------------------------------------------------
TD Asset Management Inc.                                         Toronto, Canada                             507
----------------------------------------------------------------------------------------------------------------
TD Capital Canadian Private Equity Partners Ltd.                 Toronto, Canada                              --
  TD Capital Management L.P.                                     Toronto, Canada
----------------------------------------------------------------------------------------------------------------
TD Capital Group Limited                                         Toronto, Canada                             349
----------------------------------------------------------------------------------------------------------------
TD Capital Trust                                                 Toronto, Canada                             125
----------------------------------------------------------------------------------------------------------------
TD Direct Insurance Inc.                                         Toronto, Canada                              10
----------------------------------------------------------------------------------------------------------------
TD Futures Inc.                                                  Toronto, Canada                              --
----------------------------------------------------------------------------------------------------------------
TD Investment Management Inc.                                    Toronto, Canada                              --
----------------------------------------------------------------------------------------------------------------
TD Life Insurance Company                                        Toronto, Canada                              18
----------------------------------------------------------------------------------------------------------------
TD MarketSite Inc.                                               Toronto, Canada                              10
----------------------------------------------------------------------------------------------------------------
TD Mortgage Corporation                                          Toronto, Canada                           8,197
  Canada Trustco Mortgage Company                                London, Canada
    TD Waterhouse Bank N.V                                       Amsterdam, The Netherlands
    Canada Trustco International Limited                         Bridgetown, Barbados
    CT Corporate Services Inc.                                   Toronto, Canada
    The Canada Trust Company                                     Toronto, Canada
    Truscan Property Corporation                                 Toronto, Canada
  TD Pacific Mortgage Corporation                                Toronto, Canada
----------------------------------------------------------------------------------------------------------------
TD Mortgage Investment Corporation                               Calgary, Canada                              88
----------------------------------------------------------------------------------------------------------------
TD Nordique Inc.                                                 Vancouver, Canada                           517
----------------------------------------------------------------------------------------------------------------
TD Realty Limited                                                Toronto, Canada                              77
----------------------------------------------------------------------------------------------------------------
TD Securities Inc.                                               Toronto, Canada                             160
----------------------------------------------------------------------------------------------------------------
1390017 Ontario Limited                                          Toronto, Canada                              --
----------------------------------------------------------------------------------------------------------------
1390018 Ontario Limited                                          Toronto, Canada                              24
----------------------------------------------------------------------------------------------------------------
</Table>

Unless otherwise noted, the Bank, either directly or through its subsidiaries,
owns 100% of the issued and outstanding voting shares of the companies listed.
Each subsidiary is incorporated in the country in which its head office is
located.

<Page>

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                                                         As at October 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            Book value of all shares
UNITED STATES                                                             Head office                              owned by the Bank
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                               <C>
TD North American Limited Partnership                                     Delaware, U.S.A.                                    $  297
------------------------------------------------------------------------------------------------------------------------------------
TD Waterhouse Holdings, Inc.                                              New York, U.S.A.                                     1,837
  CTUSA, Inc.                                                             New Jersey, U.S.A.
    TD Bank USA, FSB                                                      New Jersey, U.S.A.
  TD Waterhouse Bank, N.A                                                 New Jersey, U.S.A.
    Waterhouse Mortgage Services, Inc.                                    New Jersey, U.S.A.
  TD Waterhouse Group, Inc. (89.3%)(1)                                    New York, U.S.A.
    Marketware International, Inc.                                        New Jersey, U.S.A.
    National Investor Services Corp.                                      New York, U.S.A.
    TD Waterhouse Advertising, Inc.                                       New York, U.S.A.
    TD Waterhouse Asset Management, Inc.                                  New York, U.S.A.
    TD Waterhouse European Acquisition Corporation                        New York, U.S.A.
    TD Waterhouse Holdings (Australia) Pty Ltd                            Sydney, Australia
    TD Waterhouse Investor Services, Inc.                                 New York, U.S.A.
    TD Waterhouse Investor Services (Canada) Inc.                         Toronto, Canada
    TD Waterhouse Investor Services (Hong Kong) Inc.                      Toronto, Canada
    TD Waterhouse Investor Services (Hong Kong) Limited                   Hong Kong, China
    TD Waterhouse Investor Services (UK) Limited                          London, England
    TD Waterhouse Pacific Ltd                                             Port Louis, Mauritius
    TD Waterhouse Securities Services (Hong Kong) Limited                 Hong Kong, China
------------------------------------------------------------------------------------------------------------------------------------
Toronto Dominion Holdings (U.S.A.), Inc.                                  Houston, U.S.A.                                        611
  TD Securities (USA) Inc.                                                New York, U.S.A.
  Toronto Dominion Capital (U.S.A.), Inc.                                 New York, U.S.A.
  Toronto Dominion Investments, Inc.                                      Houston, U.S.A.
  Toronto Dominion (New York), Inc.                                       New York, U.S.A.
  Toronto Dominion (Texas), Inc.                                          Houston, U.S.A.
------------------------------------------------------------------------------------------------------------------------------------
OTHER FOREIGN
------------------------------------------------------------------------------------------------------------------------------------
TD Asset Management Limited                                               London, England                                          2
------------------------------------------------------------------------------------------------------------------------------------
TD Asset Management (Luxembourg) S.A. (99.03%)                            Luxembourg, Grand Duchy of Luxembourg                    6
------------------------------------------------------------------------------------------------------------------------------------
TD Capital Canadian Private Equity Partners (Barbados) Ltd.               St. Michael, Barbados                                   --
  TD Capital Canadian Private Equity Partners (Barbados) L.P.             St. Michael, Barbados
------------------------------------------------------------------------------------------------------------------------------------
TD European Finance Limited                                               St. Peter Port, Guernsey CI                             --
------------------------------------------------------------------------------------------------------------------------------------
TD Financial International Ltd.                                           Hamilton, Bermuda                                       --
  TD Reinsurance (Barbados) Inc. (47.78%)                                 St. Michael, Barbados
------------------------------------------------------------------------------------------------------------------------------------
TD Haddington Services B.V                                                Amsterdam, The Netherlands                             794
  Carysforth Investment Limited (70%)                                     Grand Cayman, Cayman Islands
  TD Guernsey Services Limited                                            St. Peter Port, Guernsey CI
  TD European Funding Limited                                             St. Peter Port, Guernsey CI
------------------------------------------------------------------------------------------------------------------------------------
Haddington Investments Ltd. (70%)                                         Grand Cayman, Cayman Islands                           794
------------------------------------------------------------------------------------------------------------------------------------
TD Ireland                                                                Shannon, Ireland                                       160
  TD Global Finance                                                       Dublin, Ireland
------------------------------------------------------------------------------------------------------------------------------------
Toronto Dominion Australia Limited                                        Melbourne, Australia                                    44
  Toronto Dominion Securities Pty. Limited                                Melbourne, Australia
------------------------------------------------------------------------------------------------------------------------------------
Toronto Dominion Jersey Holdings Limited                                  St. Helier, Jersey CI                                1,692
------------------------------------------------------------------------------------------------------------------------------------
Toronto Dominion International Inc.                                       St. Michael, Barbados                                  228
  TD Reinsurance (Barbados) Inc. (52.22%)                                 St. Michael, Barbados
  TD Trust (Bermuda) Limited                                              Hamilton, Bermuda
------------------------------------------------------------------------------------------------------------------------------------
Toronto Dominion Investments B.V                                          Amsterdam, The Netherlands                             294
  TD Bank Europe Limited                                                  London, England
  Toronto Dominion Holdings (U.K.) Limited                                London, England
    TD Securities Limited                                                 London, England
------------------------------------------------------------------------------------------------------------------------------------
Toronto Dominion (South East Asia) Limited                                Singapore, Singapore                                   567
------------------------------------------------------------------------------------------------------------------------------------
</Table>

Unless otherwise noted, the Bank, either directly or through its subsidiaries,
owns 100% of the issued and outstanding voting shares of the companies listed.
Each subsidiary is incorporated in the country in which its head office is
located.

(1) TD Waterhouse Group, Inc., either directly or indirectly, owns 100% of the
    issued and outstanding voting shares of its subsidiaries.



<PAGE>

77 FINANCIAL RESULTS

REPORTED QUARTERLY RESULTS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                             2001                                          2000
---------------------------------------------------------------------------------  ------------------------------------------------
                                                                          QUARTER                                       Quarter
                                                                            ENDED                                         ended
                                    -----------------------------------------------------------------------------------------------
                                     OCTOBER 31    JULY 31   APRIL 30  JANUARY 31  October 31    July 31   April 30  January 31
-----------------------------------------------------------------------------------------------------------------------------------
(MILLIONS OF DOLLARS)
<S>                                   <C>        <C>        <C>         <C>         <C>         <C>        <C>       <C>
Net interest income (TEB)             $   1,341  $   1,147  $   1,088   $   1,060   $   1,033   $    959   $    994    $    818
Provision for credit losses                 190        190        270         270         135        135        135          75
-----------------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER
  CREDIT LOSS PROVISION                   1,151        957        818         790         898        824        859         743
Other income                              1,288      1,534      1,759       1,866       1,646      1,632      1,843       1,279
-----------------------------------------------------------------------------------------------------------------------------------
NET INTEREST AND OTHER INCOME             2,439      2,491      2,577       2,656       2,544      2,456      2,702       2,022
-----------------------------------------------------------------------------------------------------------------------------------
Non-interest expenses excluding
  non-cash goodwill/intangible
  amortization and restructuring
  costs                                   1,735      1,726      1,726       1,738       1,677      1,623      1,773       1,234
Restructuring costs                         130         54          -          55           -          -        475           -
-----------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE PROVISION
  FOR INCOME TAXES                          574        711        851         863         867        833        454         788
Provision for income taxes (TEB)            121        238        225         358         333        300        165         320
-----------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE NON-CONTROLLING
  INTEREST IN SUBSIDIARIES                  453        473        626         505         534        533        289         468
Non-controlling interest in net
  income of subsidiaries                      8          6         13          18          22         22         23          10
-----------------------------------------------------------------------------------------------------------------------------------
NET INCOME - CASH BASIS(1)            $     445  $     467  $     613   $     487   $     512   $    511   $    266    $    458
Preferred dividends                          22         20         21          20          16         16         12          12
-----------------------------------------------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO
  COMMON SHARES - CASH BASIS          $     423  $     447  $     592   $     467   $     496   $    495   $    254    $    446
                                      =========  =========  =========   =========   =========   ========   ========    ========
Non-cash goodwill/intangible
  amortization, net of tax                  220        126        233          50         257        228        225          12
-----------------------------------------------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO
  COMMON SHARES - REPORTED BASIS      $     203  $     321  $     359   $     417   $     239   $    267   $     29    $    434
                                      =========  =========  =========   =========   =========   ========   ========    ========
PER COMMON SHARE
Net income - cash basis
  excluding all special items(2)      $     .79  $     .80  $     .84   $     .88   $     .80   $    .80   $    .84    $    .72
Dividends                                   .28        .28        .28         .25         .25        .25        .21         .21
Net income - reported basis                 .32        .51        .57         .67         .39        .42        .05         .70
-----------------------------------------------------------------------------------------------------------------------------------
CASH RETURN ON COMMON
  SHAREHOLDERS' EQUITY
  EXCLUDING SPECIAL ITEMS(2)               16.8%      17.1%      18.7%       19.5%       18.0%      18.1%      19.5%       16.4%
-----------------------------------------------------------------------------------------------------------------------------------
(BILLIONS OF DOLLARS)
AVERAGE EARNING ASSETS                $     256  $     259  $     252   $     247   $     239   $    246   $    251    $    201
Net interest income (TEB) as a %
  of average earning assets                2.08%      1.76%      1.77%       1.70%       1.72%      1.55%      1.61%       1.62%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  For details of operating cash basis measurements, see tables 1 and 2 on
     pages 32 and 33.

(2)  Restructuring costs related to acquisitions and significant business
     restructuring initiatives (TD Securities in Q4, 2001, TD Waterhouse Group,
     Inc. in Q3, 2001, the acquisition of Newcrest in Q1, 2001 and the
     acquisition of Canada Trust in Q2, 2000), the effects of future tax rate
     reductions on future tax balances in 2001 and the net effect of real estate
     gains and general provision increases in 2001.
<PAGE>

78 FINANCIAL RESULTS

TEN-YEAR STATISTICAL REVIEW

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
(millions of dollars)                                              2001       2000       1999
---------------------------------------------------------------------------------------------
<S>                                                            <C>        <C>        <C>
CONSOLIDATED BALANCE SHEET
---------------------------------------------------------------------------------------------
ASSETS
---------------------------------------------------------------------------------------------
Cash resources                                                 $  5,945   $  4,187   $  6,226
Securities purchased under resale agreements                     20,205     13,974     25,708
Securities                                                       97,194     85,387     69,093
Loans                                                            68,866     76,321     56,002
Residential mortgages                                            50,807     44,400     31,483
Customers' liability under acceptances                            9,122      9,812      9,040
Trading derivatives' market revaluation(1)                       21,435     14,258      9,651
Goodwill and intangible assets from business combinations         6,616      7,835        909
Land, buildings, equipment and other assets                       7,648      8,644      6,305
---------------------------------------------------------------------------------------------
TOTAL                                                          $287,838   $264,818   $214,417
                                                               ========   ========   ========
LIABILITIES
---------------------------------------------------------------------------------------------
Deposits - personal                                            $ 95,982   $ 92,488   $ 52,774
         - other                                                 97,932     93,320     87,612
Acceptances                                                       9,122      9,812      9,040
Obligations related to securities sold short                     21,436     19,007     15,044
Obligations related to securities sold under repurchase
  agreements                                                     14,637      8,856     19,241
Trading derivatives' market revaluation(1)                       21,770     12,802      8,473
Other liabilities                                                 7,391      9,644      7,148
---------------------------------------------------------------------------------------------
                                                                268,270    245,929    199,332
---------------------------------------------------------------------------------------------
SUBORDINATED NOTES AND DEBENTURES                                 4,892      4,883      3,217
---------------------------------------------------------------------------------------------
NON-CONTROLLING INTEREST IN SUBSIDIARIES                          1,272      1,656        335
---------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Capital stock - preferred                                         1,492      1,251        833
              - common                                            2,259      2,060      2,006
Retained earnings                                                 9,653      9,039      8,694
---------------------------------------------------------------------------------------------
                                                                 13,404     12,350     11,533
---------------------------------------------------------------------------------------------
TOTAL                                                          $287,838   $264,818   $214,417
                                                               ========   ========   ========

---------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF INCOME(2)
---------------------------------------------------------------------------------------------
Interest income                                                $ 14,471   $ 13,675   $ 10,874
Interest expense                                                 10,080     10,070      7,893
---------------------------------------------------------------------------------------------
NET INTEREST INCOME                                               4,391      3,605      2,981
PROVISION FOR CREDIT LOSSES                                         920        480        275
---------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER CREDIT LOSS PROVISION                   3,471      3,125      2,706
---------------------------------------------------------------------------------------------
OTHER INCOME
Investment and securities services                                2,205      2,640      1,721
Credit fees                                                         425        545        463
Net investment securities gains                                     216        382        362
Trading income                                                    1,318      1,225        679
Service charges                                                     589        463        289
Loan securitizations                                                272        236         94
Card services                                                       249        233        190
Insurance                                                           326        198         65
Trust fees                                                           86         75         23
Gains on sale of investment real estate                             350          -          -
Other                                                               411        403        206
---------------------------------------------------------------------------------------------
                                                                  6,447      6,400      4,092
---------------------------------------------------------------------------------------------
NET INTEREST AND OTHER INCOME                                     9,918      9,525      6,798
SPECIAL GAINS(3)                                                      -          -      1,840
---------------------------------------------------------------------------------------------
NET INTEREST AND OTHER INCOME, INCLUDING SPECIAL GAINS            9,918      9,525      8,638
---------------------------------------------------------------------------------------------
NON-INTEREST EXPENSES
Salaries and employee benefits                                    3,708      3,399      2,483
Occupancy including depreciation                                    592        498        373
Equipment including depreciation                                    656        561        395
Restructuring costs                                                 239        475          -
Other                                                             1,969      1,849      1,257
---------------------------------------------------------------------------------------------
NON-INTEREST EXPENSES EXCLUDING NON-CASH GOODWILL/INTANGIBLE
  AMORTIZATION                                                    7,164      6,782      4,508
---------------------------------------------------------------------------------------------
INCOME BEFORE PROVISION FOR INCOME TAXES                          2,754      2,743      4,130
PROVISION FOR INCOME TAXES                                          697        919      1,100
---------------------------------------------------------------------------------------------
INCOME BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARIES            2,057      1,824      3,030
NON-CONTROLLING INTEREST IN NET INCOME OF SUBSIDIARIES               45         77          5
---------------------------------------------------------------------------------------------
NET INCOME - CASH BASIS                                           2,012      1,747      3,025
PREFERRED DIVIDENDS                                                  83         56         43
---------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO COMMON SHARES - CASH BASIS            $  1,929   $  1,691   $  2,982
                                                               ========   ========   ========
Non-cash goodwill/intangible amortization, net of tax               629        722         44
---------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO COMMON SHARES - REPORTED BASIS        $  1,300   $    969   $  2,938
                                                               ========   ========   ========
</TABLE>

<PAGE>

79 FINANCIAL RESULTS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
(millions of dollars)                                              1998       1997       1996       1995
---------------------------------------------------------------------------------------------------------
<S>                                                            <C>        <C>        <C>        <C>
CONSOLIDATED BALANCE SHEET
---------------------------------------------------------------------------------------------------------
ASSETS
---------------------------------------------------------------------------------------------------------
Cash resources                                                 $  3,079   $  7,587   $  5,216   $  4,351
Securities purchased under resale agreements                     12,291     23,321     13,063      6,363
Securities                                                       49,719     33,422     24,224     22,128
Loans                                                            52,671     49,260     43,767     39,968
Residential mortgages                                            32,255     30,442     28,624     26,327
Customers' liability under acceptances                            9,948      7,036      6,411      6,297
Trading derivatives' market revaluation(1)                       12,898      6,489      4,653      6,610
Goodwill and intangible assets from business combinations           958        522        522          -
Land, buildings, equipment and other assets                       8,012      5,773      3,817      3,301
---------------------------------------------------------------------------------------------------------
TOTAL                                                          $181,831   $163,852   $130,297   $115,345
                                                               ========   ========   ========   ========
LIABILITIES
---------------------------------------------------------------------------------------------------------
Deposits - personal                                            $ 47,693   $ 44,044   $ 43,546   $ 41,551
         - other                                                 72,984     66,582     44,017     39,580
Acceptances                                                       9,948      7,036      6,411      6,297
Obligations related to securities sold short                     13,034      9,640      6,363      6,098
Obligations related to securities sold under repurchase
agreements                                                        8,421     15,199     11,807      3,627
Trading derivatives' market revaluation(1)                       12,232      6,485      4,786      6,477
Other liabilities                                                 5,380      4,172      4,353      3,258
---------------------------------------------------------------------------------------------------------
                                                                169,692    153,158    121,283    106,888
---------------------------------------------------------------------------------------------------------
SUBORDINATED NOTES AND DEBENTURES                                 3,606      3,391      2,335      2,404
---------------------------------------------------------------------------------------------------------
NON-CONTROLLING INTEREST IN SUBSIDIARIES                              -          -          -          -
---------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Capital stock - preferred                                           845        546        534        535
              - common                                            1,301      1,297      1,305        882
Retained earnings                                                 6,387      5,460      4,840      4,636
---------------------------------------------------------------------------------------------------------
                                                                  8,533      7,303      6,679      6,053
---------------------------------------------------------------------------------------------------------
TOTAL                                                          $181,831   $163,852   $130,297   $115,345
                                                               ========   ========   ========   ========
---------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF INCOME(2)
---------------------------------------------------------------------------------------------------------
Interest income                                                $  9,997   $  7,826   $  7,322   $  7,266
Interest expense                                                  7,056      5,004      4,855      4,888
---------------------------------------------------------------------------------------------------------
NET INTEREST INCOME                                               2,941      2,822      2,467      2,378
PROVISION FOR CREDIT LOSSES                                         450        360        152        180
---------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER CREDIT LOSS PROVISION                   2,491      2,462      2,315      2,198
---------------------------------------------------------------------------------------------------------
OTHER INCOME
Investment and securities services                                1,217        952        440        267
Credit fees                                                         403        352        312        289
Net investment securities gains                                     386        329        103         92
Trading income                                                      298        270        186        150
Service charges                                                     283        268        260        251
Loan securitizations                                                 33          -          -          -
Card services                                                       180        165        150        133
Insurance                                                            56         42         31         46
Trust fees                                                           21         30         23         19
Gains on sale of investment real estate                               -          -          -          -
Other                                                               320        242        244        214
---------------------------------------------------------------------------------------------------------
                                                                  3,197      2,650      1,749      1,461
---------------------------------------------------------------------------------------------------------
NET INTEREST AND OTHER INCOME                                     5,688      5,112      4,064      3,659
SPECIAL GAINS(3)                                                      -          -          -          -
---------------------------------------------------------------------------------------------------------
NET INTEREST AND OTHER INCOME, INCLUDING SPECIAL GAINS            5,688      5,112      4,064      3,659
---------------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSES
Salaries and employee benefits                                    2,167      1,826      1,452      1,305
Occupancy including depreciation                                    344        313        283        283
Equipment including depreciation                                    335        270        237        216
Restructuring costs                                                   -          -          -          -
Other                                                             1,042        917        682        609
---------------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSES EXCLUDING NON-CASH GOODWILL/INTANGIBLE
  AMORTIZATION                                                    3,888      3,326      2,654      2,413
---------------------------------------------------------------------------------------------------------
INCOME BEFORE PROVISION FOR INCOME TAXES                          1,800      1,786      1,410      1,246
PROVISION FOR INCOME TAXES                                          617        641        496        452
---------------------------------------------------------------------------------------------------------
INCOME BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARIES            1,183      1,145        914        794
NON-CONTROLLING INTEREST IN NET INCOME OF SUBSIDIARIES                -          -          -          -
---------------------------------------------------------------------------------------------------------
NET INCOME - CASH BASIS                                           1,183      1,145        914        794
PREFERRED DIVIDENDS                                                  45         31         32         38
---------------------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO COMMON SHARES - CASH BASIS            $  1,138   $  1,114   $    882   $    756
                                                               ========   ========   ========   ========
Non-cash goodwill/intangible amortization, net of tax                62         57          -          -
---------------------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO COMMON SHARES - REPORTED BASIS        $  1,076   $  1,057   $    882   $    756
                                                               ========   ========   ========   ========
</TABLE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
(millions of dollars)                                              1994       1993       1992
----------------------------------------------------------------------------------------------
<S>                                                            <C>        <C>        <C>
CONSOLIDATED BALANCE SHEET
----------------------------------------------------------------------------------------------
ASSETS
----------------------------------------------------------------------------------------------
Cash resources                                                 $  3,148   $  1,791   $  2,523
Securities purchased under resale agreements                      2,736      1,537        457
Securities                                                       19,310     13,140     10,852
Loans                                                            40,945     37,041     35,527
Residential mortgages                                            25,180     24,002     18,252
Customers' liability under acceptances                            4,809      4,166      3,960
Trading derivatives' market revaluation(1)                            -          -          -
Goodwill and intangible assets from business combinations             -          -          -
Land, buildings, equipment and other assets                       3,631      3,334      2,562
----------------------------------------------------------------------------------------------
TOTAL                                                          $ 99,759   $ 85,011   $ 74,133
                                                               ========   ========   ========
LIABILITIES
----------------------------------------------------------------------------------------------
Deposits - personal                                            $ 41,181   $ 40,394   $ 30,513
         - other                                                 39,282     27,345     29,178
Acceptances                                                       4,809      4,166      3,960
Obligations related to securities sold short                      1,604      1,131        551
Obligations related to securities sold under repurchase
agreements                                                        2,033      1,423        599
Trading derivatives' market revaluation(1)                            -          -          -
Other liabilities                                                 2,901      3,357      2,757
----------------------------------------------------------------------------------------------
                                                                 91,810     77,816     67,558
----------------------------------------------------------------------------------------------
SUBORDINATED NOTES AND DEBENTURES                                 2,510      2,179      1,560
----------------------------------------------------------------------------------------------
NON-CONTROLLING INTEREST IN SUBSIDIARIES                              -          -          -
----------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Capital stock - preferred                                           397        408        456
              - common                                              879        877        877
Retained earnings                                                 4,163      3,731      3,682
----------------------------------------------------------------------------------------------
                                                                  5,439      5,016      5,015
----------------------------------------------------------------------------------------------
TOTAL                                                          $ 99,759   $ 85,011   $ 74,133
                                                               ========   ========    ========
----------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF INCOME(2)
----------------------------------------------------------------------------------------------
Interest income                                                $  5,814   $  5,385   $  5,229
Interest expense                                                  3,363      3,122      3,134
----------------------------------------------------------------------------------------------
NET INTEREST INCOME                                               2,451      2,263      2,095
PROVISION FOR CREDIT LOSSES                                         345        600        543
----------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER CREDIT LOSS PROVISION                   2,106      1,663      1,552
----------------------------------------------------------------------------------------------
OTHER INCOME
Investment and securities services                                  230        149         90
Credit fees                                                         243        178        171
Net investment securities gains                                      32        (60)         1
Trading income                                                      129        119         84
Service charges                                                     240        231        228
Loan securitizations                                                  -          -          -
Card services                                                        87        109         96
Insurance                                                            26         17         17
Trust fees                                                           18         13          -
Gains on sale of investment real estate                               -          -          -
Other                                                               174        184        170
----------------------------------------------------------------------------------------------
                                                                  1,179        940        857
----------------------------------------------------------------------------------------------
NET INTEREST AND OTHER INCOME                                     3,285      2,603      2,409
SPECIAL GAINS(3)                                                      -          -          -
----------------------------------------------------------------------------------------------
NET INTEREST AND OTHER INCOME, INCLUDING SPECIAL GAINS            3,285      2,603      2,409
----------------------------------------------------------------------------------------------
NON-INTEREST EXPENSES
Salaries and employee benefits                                    1,221      1,061        971
Occupancy including depreciation                                    276        266        237
Equipment including depreciation                                    179        163        154
Restructuring costs                                                   -        140          -
Other                                                               533        535        412
----------------------------------------------------------------------------------------------
NON-INTEREST EXPENSES EXCLUDING NON-CASH GOODWILL/INTANGIBLE
  AMORTIZATION                                                    2,209      2,165      1,774
----------------------------------------------------------------------------------------------
INCOME BEFORE PROVISION FOR INCOME TAXES                          1,076        438        635
PROVISION FOR INCOME TAXES                                          393        163        227
----------------------------------------------------------------------------------------------
INCOME BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARIES              683        275        408
NON-CONTROLLING INTEREST IN NET INCOME OF SUBSIDIARIES                -          -          -
----------------------------------------------------------------------------------------------
NET INCOME - CASH BASIS                                             683        275        408
PREFERRED DIVIDENDS                                                  40         29         32
----------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO COMMON SHARES - CASH BASIS            $    643   $    246   $    376
                                                               ========   ========   ========
Non-cash goodwill/intangible amortization, net of tax                 -          -          -
----------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO COMMON SHARES - REPORTED BASIS        $    643   $    246   $    376
                                                               ========   ========   ========
</TABLE>

(1)  As the information is not reasonably determinable, amounts for years prior
     to 1995 have not been restated to reflect the separate reporting of trading
     derivatives' market revaluation.

(2)  Commencing in 1997 the Bank adopted operating cash basis measurements. See
     tables 1 and 2 on pages 32 and 33 for details.

(3)  Special gains on the sale of TD Waterhouse Group, Inc. and Knight/Trimark
     in 1999.
<PAGE>

80 FINANCIAL RESULTS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                        2001          2000          1999
--------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>           <C>           <C>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------------------------------------
     PREFERRED SHARES
     Balance at beginning of year                                       $   1,251     $     833     $     845
     Proceeds from share issues                                               225           410             -
     Share redemptions                                                          -             -             -
     Translation adjustment on shares issued in a foreign currency             16             8           (12)
--------------------------------------------------------------------------------------------------------------
     Balance at end of year                                                 1,492         1,251           833
--------------------------------------------------------------------------------------------------------------
     COMMON SHARES
     Balance at beginning of year                                           2,060         2,006         1,301
     Issued on acquisition of subsidiaries                                    181            41             -
     Proceeds from shares issued for cash                                       -             -           700
     Proceeds from shares issued on exercise of options                        18            13             5
     Shares purchased for cancellation                                          -             -             -
--------------------------------------------------------------------------------------------------------------
     Balance at end of year                                                 2,259         2,060         2,006
--------------------------------------------------------------------------------------------------------------
     RETAINED EARNINGS
     Balance at beginning of year                                           9,039         8,694         6,387
     Net income                                                             1,383         1,025         2,981
     Preferred dividends                                                      (83)          (56)          (43)
     Common dividends                                                        (684)         (572)         (433)
     Foreign currency translation adjustments, net of income taxes            171             2          (149)
     Shares purchased for cancellation                                          -             -             -
     Stock options settled in cash, net of income taxes                       (39)          (41)          (37)
     Obligations arising from adoption of new accounting standard for
       employee future benefits, net of income taxes                         (132)            -             -
     Other                                                                     (2)          (13)          (12)
--------------------------------------------------------------------------------------------------------------
     Balance at end of year                                                 9,653         9,039         8,694
--------------------------------------------------------------------------------------------------------------
     Total common equity                                                   11,912        11,099        10,700
--------------------------------------------------------------------------------------------------------------
     TOTAL EQUITY                                                       $  13,404     $  12,350     $  11,533
                                                                        =========     =========     =========
--------------------------------------------------------------------------------------------------------------
OTHER STATISTICS(1)
--------------------------------------------------------------------------------------------------------------
PER COMMON SHARE(2)
  1  Net income - cash basis excluding special items(3)                 $    3.31     $    3.16     $    2.39
  2  Dividends                                                               1.09           .92           .72
  3  Book value                                                             18.97         17.83         17.25
  4  Closing market price                                                   35.94         41.95         33.75
  5  Closing market price to book value                                      1.89          2.35          1.96
  6  Closing market price appreciation                                      (14.3)%        24.3%         47.1%
  7  Total market return                                                    (11.7)         27.0          50.2
--------------------------------------------------------------------------------------------------------------
PERFORMANCE RATIOS
  8  Cash return on common shareholders' equity excluding
       special items(3)                                                      18.0%         18.0%         16.7%
  9  Return on risk-weighted assets - cash basis excluding
       special items(3)                                                      1.68          1.67          1.35
 10  Efficiency ratio(4)                                                     64.5          61.8          62.6
 11  Net interest rate margin (TEB)                                          1.83          1.63          1.70
 12  Common dividend payout ratio - cash basis excluding special
       items(3)                                                              33.0          29.2          30.3
 13  Dividend yield(5)                                                        2.7           2.3           2.1
 14  Price earnings ratio - cash basis excluding special items(3)            10.9          13.3          14.1
--------------------------------------------------------------------------------------------------------------
ASSET QUALITY
 15  Net impaired loans as a % of net loans(6)                                 -%           (.1)%         (.3)
 16  Net impaired loans as a % of common equity                               (.4)         (1.4)         (2.4)
 17  Provision for credit losses as a % of net average loans(6)               .71           .39           .28
--------------------------------------------------------------------------------------------------------------
CAPITAL RATIOS
 18  Tier 1 capital to risk-weighted assets                                   8.4%          7.2%         10.1%
 19  Total capital to risk-weighted assets                                   11.9          10.8          13.3
 20  Common equity to total assets                                            4.1           4.2           5.0
--------------------------------------------------------------------------------------------------------------
OTHER
 21  Number of common shares outstanding (thousands)(2)                   628,451       622,616       620,343
 22  Market capitalization (millions)                                   $  22,587     $  26,119     $  20,937
 23  Number of employees                                                   45,565        45,026        30,636
 24  Number of domestic retail outlets(7)                                   1,294         1,357           904
 25  Number of retail brokerage offices                                       276           292           269
 26  Number of Automated Banking Machines                                   2,777         2,836         2,164
                                                                        =========     =========     =========
--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

81 FINANCIAL RESULTS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                         1998          1997          1996          1995
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>           <C>           <C>           <C>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------
     PREFERRED SHARES
     Balance at beginning of year                                        $     546     $     534     $     535     $     397
     Proceeds from share issues                                                350             -             -           225
     Share redemptions                                                         (75)            -             -           (85)
     Translation adjustment on shares issued in a foreign currency              24            12            (1)           (2)
-----------------------------------------------------------------------------------------------------------------------------
     Balance at end of year                                                    845           546           534           535
-----------------------------------------------------------------------------------------------------------------------------
     COMMON SHARES
     Balance at beginning of year                                            1,297         1,305           882           879
     Issued on acquisition of subsidiaries                                       -             1           459             -
     Proceeds from shares issued for cash                                        -             -             -             -
     Proceeds from shares issued on exercise of options                          4            21            12             3
     Shares purchased for cancellation                                           -           (30)          (48)            -
-----------------------------------------------------------------------------------------------------------------------------
     Balance at end of year                                                  1,301         1,297         1,305           882
-----------------------------------------------------------------------------------------------------------------------------
     RETAINED EARNINGS
     Balance at beginning of year                                            5,460         4,840         4,636         4,163
     Net income                                                              1,121         1,088           914           794
     Preferred dividends                                                       (45)          (31)          (32)          (38)
     Common dividends                                                         (392)         (335)         (302)         (265)
     Foreign currency translation adjustments, net of income taxes             270           120            (8)          (13)
     Shares purchased for cancellation                                           -          (222)         (375)            -
     Stock options settled in cash, net of income taxes                        (25)           (6)            -             -
     Obligations arising from adoption of new accounting standard for
       employee future benefits, net of income taxes                             -             -             -             -
     Other                                                                      (2)            6             7            (5)
-----------------------------------------------------------------------------------------------------------------------------
     Balance at end of year                                                  6,387         5,460         4,840         4,636
-----------------------------------------------------------------------------------------------------------------------------
     Total common equity                                                     7,688         6,757         6,145         5,518
-----------------------------------------------------------------------------------------------------------------------------
     TOTAL EQUITY                                                        $   8,533     $   7,303     $   6,679     $   6,053
                                                                         =========     =========     =========     =========
-----------------------------------------------------------------------------------------------------------------------------
OTHER STATISTICS(1)
-----------------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE(2)
  1  Net income - cash basis excluding special items(3)                  $    1.92     $    1.87     $    1.48     $    1.25
  2  Dividends                                                                 .66           .56           .50           .44
  3  Book value                                                              12.94         11.38         10.15          9.16
  4  Closing market price                                                    22.95         25.83         15.68         11.88
  5  Closing market price to book value                                       1.77          2.27          1.54          1.30
  6  Closing market price appreciation                                       (11.1)%        64.8%         32.0%         15.9%
  7  Total market return                                                      (8.6)         68.3          36.2          20.1
-----------------------------------------------------------------------------------------------------------------------------
PERFORMANCE RATIOS
  8  Cash return on common shareholders' equity excluding
       special items(3)                                                       15.9%         17.4%         15.4%         14.3%
  9  Return on risk-weighted assets - cash basis excluding
       special items(3)                                                       1.15          1.18          1.06           .99
 10  Efficiency ratio(4)                                                      63.8          61.2          61.0          60.2
 11  Net interest rate margin (TEB)                                           1.95          2.35          2.53          2.65
 12  Common dividend payout ratio - cash basis excluding special
       items(3)                                                               34.4          30.0          34.3          35.1
 13  Dividend yield(5)                                                         2.4           2.7           3.7           4.0
 14  Price earnings ratio - cash basis excluding special items(3)             11.9          13.8          10.6           9.5
-----------------------------------------------------------------------------------------------------------------------------
ASSET QUALITY
 15  Net impaired loans as a % of net loans(6)                                 (.3)%         (.1)%          .4%          1.0%
 16  Net impaired loans as a % of common equity                               (3.4)         (1.2)          5.6          12.8
 17  Provision for credit losses as a % of net average loans(6)                .48           .43           .20           .23
-----------------------------------------------------------------------------------------------------------------------------
CAPITAL RATIOS
 18  Tier 1 capital to risk-weighted assets                                    7.2%          6.6%          6.8%          7.4%
 19  Total capital to risk-weighted assets                                    11.0          10.2           9.3          10.3
 20  Common equity to total assets                                             4.2           4.1           4.9           5.1
-----------------------------------------------------------------------------------------------------------------------------
OTHER
 21  Number of common shares outstanding (thousands)(2)                    594,238       593,892       605,406       602,806
 22  Market capitalization (millions)                                    $  13,638     $  15,337     $   9,490     $   7,158
 23  Number of employees                                                    29,236        28,001        26,815        25,413
 24  Number of domestic retail outlets(7)                                      916           913           947           952
 25  Number of retail brokerage offices                                        254           198           157            54
 26  Number of Automated Banking Machines                                    2,124         2,038         1,991         1,966
                                                                         =========     =========     =========     =========
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
(millions of dollars)                                                          1994            1993            1992
--------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>             <C>             <C>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------------------------------------------
     PREFERRED SHARES
     Balance at beginning of year                                         $     408       $     456       $     496
     Proceeds from share issues                                                 234               -               -
     Share redemptions                                                         (248)            (48)            (40)
     Translation adjustment on shares issued in a foreign currency                3               -               -
--------------------------------------------------------------------------------------------------------------------
     Balance at end of year                                                     397             408             456
--------------------------------------------------------------------------------------------------------------------
     COMMON SHARES
     Balance at beginning of year                                               877             877             877
     Issued on acquisition of subsidiaries                                        -               -               -
     Proceeds from shares issued for cash                                         -               -               -
     Proceeds from shares issued on exercise of options                           2               -               -
     Shares purchased for cancellation                                            -               -               -
--------------------------------------------------------------------------------------------------------------------
     Balance at end of year                                                     879             877             877
--------------------------------------------------------------------------------------------------------------------
     RETAINED EARNINGS
     Balance at beginning of year                                             3,731           3,682           3,505
     Net income                                                                 683             275             408
     Preferred dividends                                                        (40)            (29)            (32)
     Common dividends                                                          (238)           (229)           (229)
     Foreign currency translation adjustments, net of income taxes               44              26              30
     Shares purchased for cancellation                                            -               -               -
     Stock options settled in cash, net of income taxes                           -               -               -
     Obligations arising from adoption of new accounting standard for
       employee future benefits, net of income taxes                              -               -               -
     Other                                                                      (17)              6               -
--------------------------------------------------------------------------------------------------------------------
     Balance at end of year                                                   4,163           3,731           3,682
--------------------------------------------------------------------------------------------------------------------
     Total common equity                                                      5,042           4,608           4,559
--------------------------------------------------------------------------------------------------------------------
     TOTAL EQUITY                                                         $   5,439       $   5,016       $   5,015
                                                                          =========       =========       =========
--------------------------------------------------------------------------------------------------------------------
OTHER STATISTICS(1)
--------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE(2)
  1  Net income - cash basis excluding special items(3)                   $    1.07       $     .41       $     .62
  2  Dividends                                                                  .39             .38             .38
  3  Book value                                                                8.37            7.65            7.57
  4  Closing market price                                                     10.25           10.50            9.07
  5  Closing market price to book value                                        1.22            1.37            1.20
  6  Closing market price appreciation                                         (2.4)%          15.9%           (2.0)%
  7  Total market return                                                        1.4            20.1             2.1
--------------------------------------------------------------------------------------------------------------------
PERFORMANCE RATIOS
  8  Cash return on common shareholders' equity excluding
       special items(3)                                                        13.3%            5.4%            8.4%
  9  Return on risk-weighted assets - cash basis excluding
       special items(3)                                                         .90             .40             .62
 10  Efficiency ratio(4)                                                       59.6            59.2            57.6
 11  Net interest rate margin (TEB)                                            2.95            3.14            3.48
 12  Common dividend payout ratio - cash basis excluding special
       items(3)                                                                37.0            93.0            60.9
 13  Dividend yield(5)                                                          3.8             4.2             4.1
 14  Price earnings ratio - cash basis excluding special items(3)               9.6            25.7            14.5
--------------------------------------------------------------------------------------------------------------------
ASSET QUALITY
 15  Net impaired loans as a % of net loans(6)                                  1.0%            1.9%            2.8%
 16  Net impaired loans as a % of common equity                                14.4            26.5            34.8
 17  Provision for credit losses as a % of net average loans(6)                 .48             .91             .94
--------------------------------------------------------------------------------------------------------------------
CAPITAL RATIOS
 18  Tier 1 capital to risk-weighted assets                                     6.9%            6.7%            7.4%
 19  Total capital to risk-weighted assets                                     10.2             9.7             9.9
 20  Common equity to total assets                                              5.1             5.4             6.2
--------------------------------------------------------------------------------------------------------------------
OTHER
 21  Number of common shares outstanding (thousands)(2)                     602,402         602,180         602,180
 22  Market capitalization (millions)                                     $   6,175       $   6,323       $   5,459
 23  Number of employees                                                     25,767          25,603          23,514
 24  Number of domestic retail outlets(7)                                       965             967             896
 25  Number of retail brokerage offices                                          41               -               -
 26  Number of Automated Banking Machines                                     1,891           1,858           1,663
                                                                          =========       =========       =========
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Commencing in 1997 the Bank adopted operating cash basis measurements. See
     tables 1 and 2 on pages 32 and 33 for details.

(2)  Adjusted to reflect the one-for-one stock dividend paid on July 31, 1999.

(3)  Restructuring costs related to acquisitions and significant business
     restructuring initiatives (TD Securities in 2001, TD Waterhouse Group, Inc.
     in 2001, the acquisition of Newcrest in 2001 and the acquisition of Canada
     Trust in 2000), the effects of future tax rate reductions on future tax
     balances in 2001, the net effect of real estate gains and general provision
     increases in 2001 and special gains on the sale of TD Waterhouse Group,
     Inc. and Knight/Trimark in 1999.

(4)  Efficiency ratio excluding non-cash goodwill/intangible amortization and
     all special items.

(5)  Dividends paid during the year divided by average of high and low common
     share prices for the year. Yield for 1994 and prior based on dividends paid
     in the year divided by the opening stock price.

(6)  Includes customers' liability under acceptances.

(7)  Includes retail bank outlets, private client centres and trust offices.

<PAGE>

82 MORE ABOUT US

BOARD OF DIRECTORS

This section of our report tells you about our Board of Directors and
management, and how they oversee TD Bank Financial Group as a whole.

   The Board of Directors and TD management have established sound corporate
governance practices that are appropriate for one of the world's leading
financial institutions. TD's corporate governance practices are consistent with
The Toronto Stock Exchange's Corporate Governance Guidelines. A detailed chart
explaining how the corporate governance practices of TD align with these
guidelines is contained in the Management Proxy Circular issued in connection
with the 2002 Annual Meeting.

BOARD OF DIRECTORS

The Board of Directors is responsible for overseeing our management and business
affairs and makes all major policy decisions for TD. The Board's objectives are
to:

- protect our assets

- assure our viability

- enhance our profitability

- facilitate the development of business

- ensure that our operations are effective.

The Board has established three committees, which you'll find out more about on
the following page. The main responsibilities of the Board and its committees
are to:

- monitor the effectiveness of our corporate governance practices and approve
  any changes

- approve and oversee the implementation of our strategies

- approve compensation policies and the compensation of senior officers

- approve operating and capital budgets, as well as specific requests for major
  capital expenditures

- oversee the identification and management of business risks. You
  will find more information about managing risk starting on page 24.

- ensure proper financial reporting and that financial control systems are
  operating, and approve the quality and sufficiency of information provided to
  the Directors

- review and approve internal controls, including management information systems
  and audit procedures

- oversee communications with shareholders and other stakeholders

- oversee succession planning and approve succession decisions for senior
  officers

- establish our general policies.

   The Board expects the Chief Executive Officer and other officers to manage
all aspects of our business and affairs to achieve our objectives, and rates
their performance accordingly. You will find Management's discussion and
analysis of our operating performance starting on page 17.

COMPOSITION AND INDEPENDENCE OF THE BOARD

The table to the right tells you who our individual Directors are and their
principal occupation.

   Directors are elected to exercise independent judgment on all issues. As a
matter of Bank policy, it is expected that no more than one-third of the
Directors are to be affiliated with or related to TD. Currently, we are
operating well below our policy expectations since only three of our directors
are related to or affiliated with the Bank including Mr. Baillie and Mr. Clark.

   The Board and the committees can choose to meet without management present,
and the Board's policy is to do so at least four times a year. In these
meetings, the Lead Director serves as chair of the meeting. According to our
corporate governance policies, the Board, its committees and, with the approval
of the Corporate Governance Committee, each Director can retain independent
advisors, at TD's expense, on any matter related to TD.

   The majority of members of all TD committees are unrelated to TD.
In addition, TD officers cannot be appointed to the Audit and Risk Management
Committee, Corporate Governance Committee or Management Resources Committee.

   Each Director is accountable to shareholders and to the other Directors.
Each Director assesses the effectiveness of the Board and its committees
annually.

LEAD DIRECTOR

The role of the Lead Director at TD is to facilitate the functioning of the
Board of Directors independently of management and to enhance and maintain the
quality of corporate governance at TD. The Lead Director serves as an
independent contact for other Directors. The Lead Director is selected by
non-management members of the Board of Directors and also serves as the Chair of
the Corporate Governance Committee.

A. CHARLES BAILLIE
Chairman and Chief Executive Officer
The Toronto-Dominion Bank
Toronto

W. EDMUND CLARK
President and Chief Operating Officer
The Toronto-Dominion Bank
Toronto

ELEANOR R. CLITHEROE
President and Chief Executive Officer
Hydro One Inc.
Toronto

MARSHALL A. COHEN*
Counsel
Cassels Brock & Blackwell
Toronto

WENDY K. DOBSON
Professor and Director
Institute for International Business
Joseph L. Rotman School of Management
University of Toronto
Toronto

DARREN ENTWISTLE
President and Chief Executive Officer
TELUS Corporation
Vancouver

HENRY H. KETCHAM
Chairman of the Board, President and Chief Executive Officer
West Fraser Timber Co. Ltd.
Vancouver

PIERRE H. LESSARD
President and Chief Executive Officer
Metro Inc.
Montreal

BRIAN F. MACNEILL
Chairman of the Board
Petro-Canada
Calgary

ROGER PHILLIPS
Corporate Director and retired President and Chief Executive Officer
IPSCO Inc.
Regina

EDWARD S. ROGERS
President and Chief Executive Officer
Rogers Communications Inc.
Toronto

HELEN K. SINCLAIR
Chief Executive Officer
BankWorks Trading Inc.
Toronto

DONALD R. SOBEY
Chairman
Empire Company Limited
Stellarton

MICHAEL D. SOPKO
Chairman
Inco Limited
Toronto

JOHN M. THOMPSON
Vice Chairman of the Board
IBM Corporation
Armonk

RICHARD M. THOMSON
Former Chairman and Chief Executive Officer
The Toronto-Dominion Bank
Toronto

*Lead Director

SHAREHOLDER INQUIRIES

Our Shareholder Relations department provides information to shareholders and
responds to their inquiries. Shareholder inquiries or suggestions are forwarded
to the appropriate committee or person. Turn to page 85 to find out how to
contact us. We have also appointed an Ombudsman to assist customers who feel
that an issue remains unresolved after going through their local branch and
divisional offices. The Ombudsman's office provides an independent and impartial
review of issues between TD and its customers.

<PAGE>

83 MORE ABOUT US

COMMITTEES OF THE BOARD


The table below tells you about the members and responsibilities of each
committee of the Board of Directors.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
COMMITTEE           MEMBERS               RESPONSIBILITIES
-----------------------------------------------------------------------------------------------------------------------------------
<C>                 <C>                   <S>
Audit and Risk      WENDY K. DOBSON       - Reviews TD's financial statements before the Board approves them
Management          (Chair)               - Evaluates and approves internal control procedures
                    DARREN ENTWISTLE      - Reviews any investments and transactions that could adversely affect TD's well-being
                    BRIAN F. MACNEILL     - Reviews and approves policies and procedures relating to certain Canada Deposit
                    HENRY H. KETCHAM        Insurance Corporation (CDIC) Standards
                    PIERRE H. LESSARD     - Monitors TD's risk management systems, and performance and regulatory compliance
                    HELEN K. SINCLAIR       program
                                          - Reviews procedures for and approves transactions with related parties to TD, as
                                            defined by the Bank Act, and ensures that any transaction that has a material effect
                                            on TD's stability or solvency is identified
                                          - Monitors procedures to resolve conflict of interest situations and to restrict the use
                                            of confidential information
                                          - Monitors procedures relating to disclosure of information to TD's customers that is
                                            required by the Bank Act

                                          The committee meets regularly with the shareholders' auditors, the Superintendent of
                                          Financial Institutions Canada, TD's Chief Financial Officer, Executive Vice President,
                                          Group Risk Management, Chief Auditor and Senior Vice President, Compliance in carrying
                                          out its duties.

-----------------------------------------------------------------------------------------------------------------------------------
Corporate           MARSHALL A. COHEN     - Responsible for corporate governance issues, including structures and procedures for
Governance          (Chair)                 the independent functioning of the Board
                    ELEANOR R. CLITHEROE  - Recommends criteria for the composition of the Board and committees and the number
                    PIERRE H. LESSARD       of Directors
                    EDWARD S. ROGERS      - Identifies candidates for the Board and reviews their qualifications and recommends
                    MICHAEL D. SOPKO        candidates
                                          - Provides an orientation program for new Directors and ongoing education for Directors
                                          - Reviews the position description for Directors
                                          - Keeps abreast of the latest regulatory requirements, trends and guidance in corporate
                                            governance and updates the Board
                                          - Assesses annually the effectiveness of the Board (including reviewing the annual
                                            evaluation by the Directors), its committees and the contribution of each Director
                                          - Monitors the functions of TD's Ombudsman
                                          - Reviews and approves changes to procedures to resolve conflict of interest, to disclose
                                            information to TD customers and to restrict the use of confidential information

-----------------------------------------------------------------------------------------------------------------------------------
Management          JOHN M. THOMPSON      - Reviews and approves executive and director compensation policies and practices, and
Resources           (Chair)                 TD's benefit plans either on its own or in conjunction with the Board
                    MARSHALL A. COHEN     - Reviews significant organizational changes
                    BRIAN F. MACNEILL     - Monitors succession planning
                    ROGER PHILLIPS        - Reviews and recommends to the Board candidates for senior officer appointments
                    DONALD R. SOBEY       - Recommends to the Board terms and conditions of any incentive or deferred compensation
                                            plan for TD's officers
                                          - Reviews executive pension plans and loans to senior officers
                                          - Reviews the Chief Executive Officer's position description and objectives
</TABLE>

<PAGE>

84 MORE ABOUT US


SENIOR OFFICERS


Chairman and Chief Executive Officer
A. CHARLES BAILLIE
Toronto

President and Chief Operating Officer
W. EDMUND CLARK(1)
Toronto

VICE CHAIRS:

Vice Chair
STEPHEN D. MCDONALD
New York, New York

Vice Chair
DONALD A. WRIGHT
Toronto


EXECUTIVE VICE PRESIDENTS:

T. CHRISTIAN ARMSTRONG(1)
Toronto

ALLEN W. BELL
Oakville

ROBERT E. DORRANCE(1),(2)
Toronto

BERNARD DORVAL(1)
Toronto

MICHAEL A. FOULKES
Toronto

J. DAVID LIVINGSTON
Toronto

MICHAEL W. MACBAIN(2)
Toronto

ROBERT F. MACLELLAN
Toronto

DANIEL A. MARINANGELI
Toronto

CHRISTOPHER A. MONTAGUE(1)
Oakville

FRANK J. PETRILLI
Irvington, New York

ANDREA S. ROSEN
Toronto

THOMAS R. SPENCER
Toronto

FREDRIC TOMCZYK(1)
London

DIANE E. WALKER(1)
New York, New York

SENIOR VICE PRESIDENTS:

Chief Administrative Officer and Chief Financial Officer, TD Securities
RIAZ AHMED
Oakville

Investment Banking, TD Securities
ROD ASHTARYEH(3)
New York, New York

Assistant General Counsel, Legal
ROBERT M. AZIZ(1)
Oakville

e.Bank, TD Canada Trust
CATHY L. BACKMAN
Toronto

GTA Suburban Region, Retail Distribution, TD Canada Trust
JOAN D. BECKETT(1)
Toronto

TD Securities
PETER A. BETHLENFALVY
New York, New York

Investment Banking, TD Securities
JULIAN M. BOTT
New York, New York

Investment Banking, TD Securities
PIERRE DE GUISE BOULANGER
Singapore

Human Resources, TD Canada Trust
RICHARD CAMPBELL(3)
Toronto

Ontario Central Region, Retail Distribution, TD Canada Trust
JOHN CAPOZZOLO(1),(3)
Toronto

Computing Services, Group Operations
JAMES E. CHAMBERLAIN
Oakville

Chief Credit Officer, Group Risk Management
MARK R. CHAUVIN
Burlington

Greater Toronto Area District, Commercial Banking
JAMES E. COCCIMIGLIO
Pickering

Investment Banking, TD Securities
JOHN F. COOMBS
Toronto

Marketing Planning, Marketing
BARBARA I. CROMB
Toronto

Investment Banking, TD Securities
IAN S. CROWE
Darien, Connecticut

Group Operations
JOHN T. DAVIES
Mississauga

Core Banking and Small Business, Retail Banking Products and Insurance,
TD Canada Trust
SUZANNE DEUEL
Toronto

Commercial Banking
ROBIN A. DINES
Pickering

Ontario Southwest Region, Retail Distribution, TD Canada Trust
ALEXANDRA P. DOUSMANIS-CURTIS
London

TD Waterhouse Bank N.V.
KENNETH L. DOWD
Manchester, England

Chief Economist, TD Economics
DON DRUMMOND(1)
Toronto

Western District, Commercial Banking
CHRISTOPHER D. DYRDA
Calgary

Ombudsman
DAVID M. FISHER
Burlington

King and Bay/National Accounts, Commercial Banking
GARY FLOWERS
Mississauga

Project Director, TD Bank USA, e.Bank, TD Canada Trust
GORDON E. FORFAR
Thornhill

Investment Banking, TD Securities
STEVEN H. FRYER
Templestowe, Australia

TD Mutual Funds, TD Asset Management
STEPHEN GEIST(1)
Puslinch

Chief Technology Officer, Group Operations
STEPHEN L. GESNER
Oakville

Government and Financial Institutions, Group Risk Management
NADINE M. GILCHRIST
Toronto

Credit Portfolio Management, TD Securities
ELIZABETH GILE(1),(3)
New York, New York

Group Human Resources
BRIAN J. HAIER
Toronto

TD Waterhouse Bank, North America, e.Bank, TD Canada Trust
ROBERT A. HAMILTON
Toronto

TD Waterhouse Investor Services (USA) Inc.
JANET M. HAWKINS(1)
New York, New York

U.S.A. Region, TD Securities
P. JOSEPH HEGENER(3)
Darien, Connecticut

Personal Lending and Visa, Retail Banking Products and Insurance,
TD Canada Trust
TIMOTHY D. HOCKEY(1)
Mississauga

Central Canada Region, Retail Distribution, TD Canada Trust
BRIAN HORNUNG(1)
Winnipeg

Compliance
GEOFFREY HORROCKS
Mississauga

e.Bank, TD Canada Trust
CHARLES A. HOUNSELL(1)
London

Finance, TD Canada Trust
PAUL W. HUYER
Toronto

Foreign Exchange and Money Markets, TD Securities
MARTINE IRMAN
Toronto

Treasury and Balance Sheet Management, Group Finance
ALAN JETTE(1)
Toronto

Financial Planning and Analysis, Group Finance
DAVID E. KAY
Ajax

TD Life Group, Retail Banking Products and Insurance, TD Canada Trust
SEAN E. KILBURN
Toronto

Quebec District, Commercial Banking
LOUIS LARIVIERE
Brossard

Quebec Region, Retail Distribution, TD Canada Trust
ROBERT R. LAVERDURE
Westmount

TD Evergreen, TD Wealth Management
PETER H. LEE
Toronto

Real Estate Secured Lending, Retail Banking Products and Insurance,
TD Canada Trust
RICHARD A. LUNNY
Toronto

Investment Banking, TD Securities
JOHN B. MACINTYRE
Toronto

Derivative Products, TD Securities
JASON A. MARKS(3)
Toronto

TD Waterhouse Investor Services (Europe) Inc.
BHARAT MASRANI
London, England

Private Client Group, TD Wealth Management
MARGO M. MCCONVEY
Mississauga

Ontario East Region, Retail Distribution, TD Canada Trust
RON MCINNIS(3)
Ottawa

Market Risk Policy, Group Risk Management
NICO MEIJER(1)
Toronto

Investment Banking, TD Securities
PATRICK B. MENELEY(1),(3)
Toronto

Advertising and Marketing Services, Marketing
DOMINIC MERCURI(1)
Burlington

Atlantic Region, Retail Distribution, TD Canada Trust
DAVID I. MORTON
Bedford

TD MarketSite, Commercial Banking
SOMASUNDAR K. MOSUR
Mississauga

TD Waterhouse Investor Services (Canada) Inc.
GERARD J. O'MAHONEY
Oakville

Credit Adjudication and Portfolio Management,
Retail Banking Products and Insurance, TD Canada Trust
DWIGHT P. O'NEILL(1)
Toronto

TD Quantitative Capital, TD Asset Management
BARBARA F. PALK
Toronto

Corporate and Public Affairs
KERRY A. PEACOCK(1)
Toronto

Private Asset Management, TD Asset Management
JOHN R. PEPPERELL
Toronto

TD Waterhouse Investor Services (UK) Inc.
TIM PINNINGTON(1)
Manchester, England

Pacific Region, Retail Distribution, TD Canada Trust
SUZANNE E. POOLE
Vancouver

Chief Auditor, Audit
PANKAJ PURI
Toronto

Group Human Resources
S. KENNETH PUSTAI(1)
Oakville

Development Services, Group Operations
CLAUDIA RADASANU
Toronto

Portfolio Management and Research, TD Asset Management
SATISH C. RAI
Pickering

Corporate Credit, Group Risk Management
LISA A. REIKMAN
Toronto

TD Waterhouse Investor Services (Canada) Inc.
JOHN G. SEE
Oakville

Branch Services, Retail Banking Products and Insurance, TD Canada Trust
BRUCE M. SHIRREFF
Toronto

Credit Risk Strategy, Group Risk Management
J. DAVID SLOAN
Toronto

Retail Sales and Service, Retail Distribution, TD Canada Trust
JOHN D. STEEP(1)
Toronto

Private Client Group, TD Wealth Management
ROBERT STRICKLAND
Toronto

Alberta Region, Retail Distribution, TD Canada Trust
R. IAIN STRUMP
Calgary

TD Waterhouse Investor Services (Australia) Inc.
IAN B. STRUTHERS
Singapore

TD Meloche Monnex Inc., Retail Banking Products and Insurance, TD Canada Trust
ALAIN THIBAULT(1)
Outremont

Private Equity, TD Securities
NATALIE TOWNSEND
Toronto

TD Securities
LANCE D. UGGLA
St. Albans, England

Commercial Credit, Group Risk Management
PAUL I. VERWYMEREN
Burlington

Ontario District, Commercial Banking
MICHAEL F. WALZAK
Oakville

GTA Central Region, Retail Distribution, TD Canada Trust
M. SUELLEN WILES(1)
Mississauga


All of the senior officers listed have held management or senior management
positions with the Bank for the past five years. The list of senior officers
above includes their municipality of residence. This listing is as of
February 1, 2002.

(1)  These senior officers have not been with the Bank for the past five years.
     Each have previously held management or senior management positions with
     another financial institution, investment counsellor, public relations firm
     or law firm during the past five years.

(2)  Appointment effective November 15, 2001.

(3)  Appointment effective December 13, 2001.

<PAGE>

85 MORE ABOUT US


SHAREHOLDER AND INVESTOR INFORMATION


GENERAL INFORMATION

Head Office

Address:
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
King St.W. and Bay St.
Toronto, Ontario
M5K 1A2
(416) 982-8222

Fax:
(416) 982-5671

Telex
General: 06524267
Answerback: Torbadom Tor

Cable address:
Torbadom, Toronto

Products and services:
Contact TD Canada Trust, 24 hours a day, seven days a week
1-866-567-8888

French: 1-800-895-4463

Cantonese/Mandarin: 1-800-387-2828

Telephone device for the deaf: 1-800-361-1180

General and financial:

Contact Corporate and Public Affairs, (416) 982-8578

Internet web site: www.td.com

Internet e-mail: customer.service@td.com

Please be advised that the internet is not a secure medium, therefore
confidentiality and security cannot be ensured for information transmitted over
it. The Toronto-Dominion Bank and its subsidiaries will not be responsible for
any damages you may suffer if you use the internet to transmit confidential or
sensitive information via e-mail to us or to request and receive such
information from us.

ANNUAL MEETING
April 11, 2002
10:30 a.m.
World Trade and Convention Centre
Halifax, Nova Scotia

AUDITORS
Ernst & Young LLP
PricewaterhouseCoopers LLP

SHAREHOLDER SERVICES

Shareholder inquiries:
Any written inquiries other than change of address or change in registration of
shares may be directed to The Secretary, Head Office.

Shareholders may call the Shareholder Relations department at (416) 944-5743
or toll-free at 1-866-756-8936.

Shareholder information is available by calling toll-free in Canada or the
United States 1-800-4NEWS-TD (1-800-463-9783); in Toronto, call (416) 982-NEWS
[(416) 982-6397] or (416) 944-5743 or 1-866-756-8936 toll-free.

Change of address or change in registration:
Please write to the Bank's transfer agent.

Transfer agent:
CIBC Mellon Trust Company
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Ontario
M5C 2W9
(800) 387-0825
(416) 643-5500
www.cibcmellon.com or
inquiries@cibcmellon.com

Co-transfer agent and registrar:
Mellon Investor Services LLC
Overpeck Center
85 Challenger Road
Ridgefield Park, New Jersey 07660
(800) 370-1163

Shareholder service agent in Japan:
Mizuho Trust & Banking Co., Ltd.
1-17-7,Saga, Koto-ku
Tokyo, Japan
135-8722

Financial mailing list:
The Bank maintains a mailing list so non-registered shareholders can receive
quarterly financial statements and the Annual Report. To add your name to this
list, please write the Bank's transfer agent.

Duplicate mailings:
Some shareholders may receive more than one copy of publications such as
quarterly financial statements and the Annual Report. Shareholders who receive
duplicate mailings are asked to call the Shareholder Relations department.

MARKET LISTINGS

The Toronto-Dominion Bank common stock is listed on:
The Toronto Stock Exchange
The London Stock Exchange
The New York Stock Exchange
The Tokyo Stock Exchange

The Toronto-Dominion Bank preferred stock with a ticker symbol is listed on
The Toronto Stock Exchange.

The Preferred Shares, Series A ("HYBRIDS") of TD Mortgage Investment Corporation
are listed on The Toronto Stock Exchange.

The Capital Trust Securities ("TDCaTS") of TD Capital Trust are listed on
The Toronto Stock Exchange.

A number of deposit notes issued by the Bank and guaranteed notes issued by the
Bank's wholly-owned subsidiaries are listed on one of:
Luxembourg Stock Exchange
The London Stock Exchange
The Irish Stock Exchange.

DIVIDENDS

Direct dividend depositing:
All shareholders may have their dividends deposited directly to any bank account
in Canada or the United States. For this service, please write to the Bank's
transfer agent or call the Shareholder Relations department.

U.S. dollar dividends:
Dividend payments sent to U.S. addresses or made directly to U.S. bank accounts
will be made in U.S. funds unless a shareholder otherwise instructs the Bank's
transfer agent. Other shareholders can request dividend payments in U.S. funds
by writing to the Bank's transfer agent or calling the Shareholder Relations
department. Dividends will be exchanged into U.S. funds at the Bank of Canada
noon rate on the fifth business day after record date, or as otherwise advised
by the Bank.

DIVIDEND REINVESTMENT PLAN

For information regarding the Bank's Dividend Reinvestment Plan, please contact
our Shareholder Relations department, our transfer agent or visit our website at
td.com.

DEBENTURE SERVICES

Trustee for debentures:
Trust Company of Canada
Computershare Inc.
Corporate Trust Services
100 University Avenue, 11th Floor
Toronto, Ontario
M5J 2Y1

<TABLE>
<CAPTION>
STOCK INFORMATION                        TICKER SYMBOL          CUSIP NO.
-------------------------------------------------------------------------
<S>                                      <C>                  <C>
Common Shares                                       TD        891160 50 9
Non-cumulative Redeemable Class A
  First Preferred Shares,
  Series G                                     TD.PR.U        891160 87 1
Non-cumulative Redeemable Class A
  First Preferred Shares,
  Series H                                     TD.PR.H        891160 85 5
Non-cumulative Redeemable Class A
  First Preferred Shares,
  Series I                                                    891160 77 2
Non-cumulative Redeemable Class A
  First Preferred Shares,
  Series J                                     TD.PR.J        891160 79 8
Non-cumulative Redeemable Class A
  First Preferred Shares,
  Series K                                     TD.PR.K        891160 76 4
Non-cumulative Redeemable Class A
  First Preferred Shares,
  Series L                                     TD.PR.V        891160 75 6
TD Mortgage Investment
  Corporation HYBRIDS                            TDB.M        871949 AA 1
TD Capital Trust
  Capital Trust Securities TDCaTS                TDD.M        87807M AA 1
-------------------------------------------------------------------------
</TABLE>

Vous pouvez vous procurer des exemplaires francais du rapport annuel au
service suivant :
Affaires internes et publiques
La Banque Toronto-Dominion
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
M5K 1A2

Design: Q30 Design Inc.
Printing: O'Keefe Printing Ltd.
Photography: Bernard Bohn

[LOGO]
Printed on elementally chlorine-free recycled paper containing a minimum of 10%
post-consumer waste. Only vegetable-based, low solvent inks have been used.

19504

<PAGE>

www.td.com

TD Bank Financial Group offers a full range of financial services and products
to over 13 million customers in Canada and around the world through TD Bank and
its subsidiaries. The Toronto-Dominion Bank, also referred to as "TD Bank" or
"TD", is collectively with its subsidiaries referred to as "TD Bank Financial
Group."

TD Bank Financial Group is one of the top online financial service providers in
the world. We serve more than 3.5 million customers over the internet. On
October 31, 2001, TD was the second largest bank in Canada in terms of market
capitalization.

TD Bank is a Schedule 1 chartered bank subject to the provisions of the Bank Act
of Canada. It was formed on February 1, 1955 through the amalgamation of The
Bank of Toronto, chartered in 1855, and The Dominion Bank, chartered in 1869.
TD Bank is headquartered in Toronto, Canada.

Our common stock is listed on The Toronto Stock Exchange, The London Stock
Exchange, The New York Stock Exchange and The Tokyo Stock Exchange. Symbol: TD