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                             ANNUAL INFORMATION FORM




                                 [TD Bank LOGO]






                            THE TORONTO-DOMINION BANK




                             Toronto-Dominion Centre

                            Toronto, Ontario, Canada

                                     M5K 1A2





                                February 26, 2002

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DISTRIBUTION NOTICE
-------------------

When this form is provided to security holders or other interested parties, it
must be accompanied by copies of all the documents incorporated into it by
reference.

Portions of the Annual Information Form ("AIF") are disclosed in the following
documents and are incorporated by reference into the AIF:

(i)  Annual Report to Shareholders for the year ended October 31, 2001 ("ANNUAL
     REPORT"); and

(ii) Management Proxy Circular dated as of January 28, 2002 ("PROXY CIRCULAR").

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                                                                                     PAGE REFERENCE
                                                             -------------------------------------------------------------
                                                                                       INCORPORATED BY REFERENCE FROM:
                                                               ANNUAL                  -------------------------------
                                                             INFORMATION                                            PROXY
                                                                FORM                ANNUAL REPORT                 CIRCULAR
                                                             -------------------------------------------------------------
<S>                                                              <C>                <C>                           <C>
CORPORATE STRUCTURE
   Name and Incorporation...................................      1
   Intercorporate Relationships.............................      1                 75-76

GENERAL DEVELOPMENT OF THE BUSINESS
   Three Year History.......................................      1                 4-14
   Significant Acquisitions and Significant Dispositions....      1

NARRATIVE DESCRIPTION OF THE BUSINESS
   Review of Business.......................................                        17-23
   Competition..............................................      1
   Reorganizations..........................................      1
   Number of Employees......................................                        80-81

SELECTED CONSOLIDATED FINANCIAL INFORMATION
   Consolidated Balance Sheet...............................                        42, 78-79
   Consolidated Statement of Income.........................                        32, 43, 78-79
   Consolidated Statement of Changes in Shareholders' Equity                        44, 80-81
   Consolidated Statement of Cash Flows.....................                        45
   Notes to Consolidated Financial Statements...............                        46-74
   Statistical Review.......................................                        78-81
   Quarterly Results........................................                        77
   Subordinated Notes and Debentures........................                        52-53, 78-79
   Preferred Shares.........................................                        54-55
   Dividend Record..........................................                        2, 55, 80-81
   Dividend Policy and Restrictions.........................                        54-56

MANAGEMENT'S DISCUSSION AND ANALYSIS........................                        17-40

MARKET FOR SECURITIES OF THE BANK...........................                        85

DIRECTORS AND OFFICERS
   Directors and Board Committees of the Bank...............                        82-83                         5-7
   Executive Officers of the Bank...........................                        84
   Shareholdings of Directors and Executive Officers........      2
   Additional Disclosure for Directors and Executive Officers     2

ADDITIONAL INFORMATION......................................      2
   Forward-Looking Statements...............................      3
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FINANCIAL DATA:

     Except as otherwise noted, all information is given at, or for the fiscal
year ended, October 31, 2001. Amounts are expressed in Canadian dollars.
Financial information is presented in accordance with Canadian generally
accepted accounting principles, including the accounting requirements of the
Superintendent of Financial Institutions (Canada).

                                      (i)

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CORPORATE STRUCTURE

NAME AND INCORPORATION

     The Toronto-Dominion Bank, also referred to as "TD Bank" or "TD", and
collectively with its subsidiaries referred to as "TD Bank Financial Group", a
chartered bank subject to the provisions of the BANK ACT OF CANADA (the "BANK
ACT"), 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's head
office is located at Toronto-Dominion Centre, 55 King Street West, Toronto,
Ontario, M5K 1A2.

INTERCORPORATE RELATIONSHIPS

     As of the date hereof, TD, either directly or through its subsidiaries,
owns 100% of the non-voting securities of the principal subsidiaries listed on
pages 75-76 of the Annual Report, except the non-voting securities of TD
Mortgage Investment Corporation, TD Capital Trust and First Nations Bank of
Canada and except certain securities of TD Capital Management L.P., TD Capital
Canadian Private Equity Partners (Barbados) L.P. and TD European Funding
Limited.

GENERAL DEVELOPMENT OF THE BUSINESS

THREE YEAR HISTORY

     As at October 31, 2001, TD was the second largest Canadian bank in terms of
market capitalization. From 1998 to 2001, TD's assets have grown on average
16.7% annually to a total of $287.8 billion at the end of fiscal 2001. TD Bank
Financial Group offers a full range of financial products and services to
approximately 13 million customers in Canada and around the world. TD Bank
Financial Group is organized into four main businesses: TD Canada Trust,
providing personal and commercial banking services in Canada; TD Securities,
providing corporate and investment banking services in Canada, the U.S. and
abroad; TD Waterhouse, providing brokerage services to self-directed investors
in Canada, the U.S. and abroad; and TD Wealth Management, providing investment
management services in Canada. For additional information on TD's businesses,
see pages 7-14 of the Annual Report.

     In August, 1999, TD announced its intention of acquiring Canada Trust.
Throughout fiscal 2000, integration of Canada Trust was a major focus for TD,
with most head office functions, the self-directed brokerage and the mutual fund
operations all merged during the year. In fourth quarter of 2001, TD completed
the integration of virtually all elements of TD and Canada Trust, including the
integration of branches under the TD Canada Trust banner and the consolidation
of our telephone and web banking services.

NARRATIVE DESCRIPTION OF THE BUSINESS

COMPETITION

     TD is subject to intense competition in all aspects and areas of its
business from banks and other domestic and foreign financial institutions and
from non-financial institutions, including retail stores that maintain their own
personal credit programs and governmental agencies that make available loans to
certain borrowers. Competition has increased in recent years in many areas in
which TD operates, in substantial part because other types of financial
institutions and other entities have begun to engage in activities traditionally
engaged in only by banks. Many of these competitors are not subject to
regulation as extensive as that under the Bank Act and, thus, may have
competitive advantages over TD in certain respects.

REORGANIZATIONS

     In November, 2001, TD announced the successful completion of its tender
offer, through its wholly owned subsidiary, TD Waterhouse Holdings, Inc.,
for all of the approximately 12% of the outstanding shares of TD Waterhouse
Group, Inc.'s common stock that TD and TD Waterhouse Holdings, Inc. did not
already own.


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DIRECTORS AND OFFICERS

     The discussions under the headings "Board of Directors", "Committees of the
Board" and "Senior Officers" appearing on pages 82-84 of the Annual Report are
incorporated by reference into this AIF. Executive officers of TD are those
officers performing a policy-making function and the senior officers listed
under the heading "Senior Officers" in the Annual Report include, but are not
limited to, the executive officers referred to herein.

SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

     As at October 31, 2001, the directors and executive officers of TD as a
group beneficially owned, directly or indirectly, or exercised control or
direction over, less than one percent of the outstanding common shares of TD.

ADDITIONAL DISCLOSURE FOR DIRECTORS AND EXECUTIVE OFFICERS

     To the best of our knowledge, having made due inquiry, TD confirms that:

     (i)    in the last ten years, no director or executive officer of TD is or
            has been a director or executive officer of another issuer that,
            while that person was acting in that capacity, (a) was the subject
            of a cease trade or similar order under Canadian securities
            legislation for a period of more than 30 consecutive days or (b)
            became bankrupt or made a bankruptcy related proposal or was subject
            to proceedings, arrangements or compromises with creditors or had a
            receiver, receiver manager or trustee appointed to hold its assets,
            except Mr. Pierre Lessard who is a director of CINAR Corporation the
            shares of which were suspended from trading on The Toronto Stock
            Exchange for more than 30 consecutive days and have been delisted on
            The Toronto Stock Exchange and the NASDAQ due to the inability of
            CINAR Corporation to meet continued listing requirements and Mr.
            Edward Rogers who was a director of Excite@Home Corporation which
            filed for relief under Chapter 11 of the U.S. Bankruptcy Code in the
            fall of 2001;

     (ii)   no director or executive officer of TD has been subject to any
            penalties or sanctions imposed by a court relating to Canadian
            securities legislation or by a Canadian securities regulatory
            authority or has entered into a settlement agreement with a Canadian
            securities regulatory authority. No director or executive officer
            has been subject to any other penalties or sanctions imposed by a
            court or regulatory body that would likely be considered important
            to a reasonable investor in making an investment decision;

     (iii)  no director or executive officer of TD nor any personal holding
            company controlled by such person has become bankrupt, made a
            proposal under any legislation relating to bankruptcy or insolvency
            or was subject to or instituted any proceedings, arrangement or
            compromise with creditors or had a receiver, receiver manager or
            trustee appointed to hold the assets of the director or executive
            officer; and

     (iv)   no director or officer has any direct or indirect material interest
            in respect of any matter that has materially affected or will
            materially affect TD or any of its subsidiaries.

ADDITIONAL INFORMATION

     TD will provide to any person or company upon request to the Executive Vice
President, General Counsel and Secretary of TD at the head office of TD:
(a) when the securities of TD are in the course of distribution pursuant to a
short form prospectus or a preliminary short form prospectus which has been
filed in respect of a proposed distribution of its securities, (i) one copy of
this Annual Information Form, together with one copy of any document, or the
pertinent pages of any document, incorporated by reference in this Annual
Information Form, (ii) one copy of the comparative financial statements of TD
for its most recently completed financial year for which financial statements
have been filed, together with the accompanying report of the auditors, and one
copy of the most recent interim financial statements of TD, if any, filed for
any period after the end of its most recently completed financial year,
(iii) one copy of the Proxy Circular of TD in respect


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of its most recent annual meeting of shareholders that involved the election of
directors, and (iv) one copy of any other documents that are incorporated by
reference into the preliminary short form prospectus or the short form
prospectus and are not required to be provided under (i) to (iii) above; or
(b) at any other time, one copy of any documents referred to in (a)(i),
(ii) and (iii) above, provided TD may require the payment of a reasonable
charge if the request is made by a person or company who is not a security
holder of TD.

     Additional information, including directors' and officers' remuneration and
indebtedness, principal holders of TD's securities, options to purchase
securities and interests of insiders in material transactions, is contained in
the Proxy Circular. Additional financial information is provided in TD's
comparative financial statements for its year ended October 31, 2001, as
contained in the Annual Report.

FORWARDING-LOOKING STATEMENTS

     This AIF may contain or incorporate by reference 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, changes in
government monetary and economic policies, changes in prevailing interest rates,
inflation levels and general economic conditions in geographic areas where
TD operates.

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