Offering Circular

DividendReinvestmentPlan

Shareholders should consult their tax advisersabout the tax consequences which will resultfrom their participation in the Plan.

Holders of common shares of The Toronto-Dominion Bank who hold their shares througha financial institution, broker or otherintermediary should consult with that party. Inorder to facilitate the Plan the administrativepractices of such parties vary and may affectthe manner in which such holders may beable to participate in the Plan. In addition, dueto the administrative practices of the interme-diaries, the various dates by which actionsmust be taken by holders as set out in thePlan may not be the same dates as arerequired by the intermediary.

Table of Contents

Dividend Reinvestment Plan 1

Questions and Answers About the Plan 1

Summary 3

The Plan 5

Eligibility to Participate 5

Plan Agent 6

Investment Date and other Relevant Dates 6

Cost of Additional Common Shares 6

Brokerage and Administration Costs 7

Enrolment Deadlines 7

Administration of the Plan 7

Certificates for Common Shares 8

Voting of Plan Shares 9

Termination of Participation in the Plan or Withdrawal ofa Portion of the Common Shares in the Plan 9

Rights Offerings, Stock Splits and Stock Dividends 10

Liabilities of the Bank and Plan Agent 11

Bank Act Restrictions 11

Amendments to the Plan and Termination by the Bank 11

Removal or Resignation of Plan Agent 12

Rules 12

Notices and Correspondence 13

Glossary 14

Dividend Reinvestment Plan

All capitalized terms are defined in the Glossary onpage 14.

Questions and Answers About the Plan

Question: What is the Dividend Reinvestment Plan?

Answer: It is a Plan which enables the Bank’scommon shareholders to purchase the Bank’s commonshares through the reinvestment of dividends in aconvenient manner. Common shares acquired underthe Plan will be automatically enroled in the Plan.

Question: How do shareholders participate in the Plan?

Answer: Registered Participants, meaning Partici-pants that hold certificates for common shares of theBank in their own name, can reinvest dividends bycompleting the Enrolment Form at the back of thisOffering Circular and mailing it to the Plan Agent.

Non-Registered Participants should contact theintermediary through which they hold common sharesof the Bank if they wish to become participants in thePlan. The administrative practices of the intermediarythrough which Bank common shares are held willdetermine the manner in which Non-Registered Partici-pants participate in the Plan. In addition, the in-termediaries may require different deadlines and timeperiods to be followed than those set out in the Plan forcertain actions to be taken under the Plan. Someintermediaries may require non-registered holders ofBank common shares to become registered holders ofsuch shares in order to participate in the Plan. Theremay be a fee charged by some intermediaries for non-registered holders to become registered holders of theBank’s common shares, which will not be paid for bythe Bank or the Plan Agent.

U.S. resident non-registered holders who hold theircommon shares through an intermediary will berequired to have such shares transferred into their ownname or into a specific segregated registered account,such as a numbered account, with an intermediary,with the concurrence of such intermediary, in order tobecome a Participant in the Plan.

Question: What is the purchase price of CommonShares?

Answer: The common shares will be purchasedeither at market price on the open market or at theAverage Market Price when purchased from the

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treasury of the Bank. There may also be a discount ofup to 5% to the Average Market Price if the Bankissues the common shares from treasury. The Bank willannounce by way of press release and in dividendannouncements whether common shares purchasedunder the Plan will be purchased on the open market orfrom treasury, and any applicable discount for thedividend reinvestment. No brokerage or administrationfees are charged to participants by the Bank or the PlanAgent for their participation in the Plan.

Question: Do Participants have to enrol all theircommon shares in the Plan if they want to havedividends reinvested?

Answer: Registered Participants may indicate on theEnrolment Form the percentage of their commonshares they would like to have enroled in dividendreinvestment. Non-Registered Participants should con-tact their intermediaries for instructions regarding theintermediaries’ practices in this regard.

Question: How may a Participant terminate dividendreinvestment under the Plan?

Answer: Registered Participants may terminate divi-dend reinvestment by giving written notice to the PlanAgent. Non-Registered Participants should contact theirintermediary for instructions on terminating dividendreinvestment under the Plan.

Question: Can Participants withdraw a portion of theircommon shares from dividend reinvestment if theywant to have some dividends paid in cash?

Answer: Registered Participants may withdraw aportion of their common shares from dividend reinvest-ment by notifying the Plan Agent in writing of theirintention to withdraw a portion of their shares fromdividend reinvestment. Non-Registered Participantsshould contact their intermediaries for instructionsregarding the intermediaries’ practices in this regard.

Question: What are the income tax consequences?

Answer: The reinvestment of dividends does notrelieve a Participant of liability for tax on thosedividends. Shareholders should consult their tax advis-ers about the tax consequences which will result fromtheir participation in the Plan.

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SummaryThis Offering Circular describes a plan available toholders of common shares of The Toronto-DominionBank whereby Participants may reinvest their cashdividends in additional common shares. The Planprovides a means by which the Bank can acquireadditional capital funds which will be used for generalcorporate purposes.

Dividends are normally paid either by cheque ordirect deposit to the shareholder’s account. The Planprovides holders of common shares of the Bank with aconvenient method of reinvesting cash dividends inadditional common shares of the Bank.

The common shares will be purchased either at themarket price on the open market or at the AverageMarket Price when purchased from the treasury of theBank. There may also be a discount of up to 5% to theAverage Market Price if the Bank issues the commonshares from treasury. The Bank will announce by wayof press release and in dividend announcementswhether common shares purchased under the Plan willbe purchased on the open market or from treasury andany applicable discount for the dividend reinvestment ifshares are issued from treasury.

For Registered Participants, complete investmentof dividends is possible under the Plan because thePlan permits fractions as well as whole common sharesto be credited to a Participant’s account. Non-Regis-tered Participants should contact their intermediariesfor instructions regarding the intermediaries’ practicesin this regard. Some intermediaries pay cash in respectof fractional shares, while others will record fractionalshares on their clients’ accounts.

Registered Participants will receive transactionstatements from the Plan Agent following eachdividend payment date. Non-Registered Holders willreceive information regarding their transactions in thePlan from their respective intermediaries, in accordancewith the intermediaries’ administrative practices. Anyquestions regarding a Non-Registered Participant’stransactions under the Plan should be directed to theirintermediary.

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No brokerage or administration fees will becharged by the Bank or the Plan Agent for participationin the Plan.

Registered Participants may terminate participationin the Plan at any time, subject to the delays set outunder the Plan. Non-Registered Participants shouldcontact their intermediaries for instructions regardingthe intermediaries’ practices in this regard.

Shareholders should consult their tax advisersabout the tax consequences which will result fromtheir participation in the Plan.

In order to enrol in the Plan, Participants mustbe common shareholders of the Bank.

Principal Features of Dividend Reinvestment) Dividends on common shares are used, on the dates

paid, to purchase additional common shares. Commonshares acquired under the Plan will be automaticallyenroled in the Plan.

) Registered Participants can choose the percentage oftheir common shares that they would like to haveenroled in the Plan. Non-Registered Participants shouldconsult their intermediaries to determine if they canenrol only a percentage of their common shares heldthrough the intermediary in the Plan.

) Common shares acquired by Participants will be, at theoption of the Bank, either purchased in the open marketor issued from treasury. Common shares purchased onthe open market will be at market price, and commonshares issued from treasury will be purchased either atAverage Market Price or at up to a 5% discount to theAverage Market Price.

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The Plan

Eligibility to ParticipateExcept as otherwise provided herein, all RegisteredParticipants are eligible to participate in the Plan bycompleting an Enrolment Form and returning it to thePlan Agent.

Non-Registered Participants should contact theirintermediary if they wish to participate in the Plan. Theadministrative practices of the intermediary throughwhich Bank common shares are held will determine themanner in which Non-Registered Participants partici-pate in the Plan. In addition, the intermediaries mayrequire different deadlines and time periods to befollowed than those set out in the Plan for certainactions to be taken under the Plan. Some in-termediaries may require non-registered holders ofBank common shares to become registered holders ofsuch shares in order to participate in the Plan. Theremay be a fee charged by some intermediaries for Non-Registered Participants to become registered holdersof the Bank’s common shares, which will not be paidfor by the Bank or the Plan Agent.

U.S. resident non-registered holders who hold theircommon shares through an intermediary will berequired to have such shares transferred into their ownname or into a specific segregated registered account,such as a numbered account, with an intermediary,with the concurrence of such intermediary, in order tobecome a Participant in the Plan.

Shareholders residing outside Canada and theUnited States may participate where permitted by thelaw of the country in which they reside, subject tocertain restrictions or limitations that may be imposedby the Bank from time to time. The Bank reserves theright, pursuant to its obligations under the Bank Act(Canada), to determine that any shareholder or group ofshareholders as may be specified by the Bank fromtime to time, is not eligible to participate or to continueits participation in the Plan (see ‘‘Bank Act Restric-tions’’). The Bank may also deny the right to participatein the Plan to shareholders who the Bank has reason tobelieve have been engaging in market activities, or have

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been artificially accumulating securities of the Bank, forthe purpose of taking undue advantage of the Plan.

Plan AgentThe Plan Agent administers all aspects of the Plan onbehalf of the Registered Participants pursuant to anagreement with the Bank. The administration of thePlan for Non-Registered Participants will be in accor-dance with the administrative practices of their respec-tive intermediaries.

Investment Date and other Relevant DatesDividends are reinvested in additional common shareson each Investment Date. Dividends on commonshares are usually paid the last day of January, April,July and October. In the past, the Bank has declareddividends on the Bank’s common shares approximatelytwo months prior to the Investment Date and theRecord Date for such dividends has normally beenapproximately one month prior to the Investment Date.These dates only indicate the past practice of the Bank.The payment of a dividend, and the declaration, recordand payment dates applicable to it are determined bythe Bank’s Board of Directors in its sole discretion.

Cost of Additional Common SharesThe common shares will be purchased either at themarket price on the open market or at the AverageMarket Price when purchased from the treasury of theBank. There may also be a discount of up to 5% to theAverage Market Price if the Bank issues the commonshares from treasury. The Bank will announce by wayof press release and in dividend announcementswhether common shares purchased under the Plan willbe purchased on the open market or from treasury andany applicable discount from the Average Market Priceif shares are issued from treasury.

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Brokerage and Administration CostsNo brokerage or administration fees will be charged bythe Bank or the Plan Agent for participation in the Plan.Non-Registered Participants should check with theirintermediaries whether the intermediaries will chargeany fees for participation in the Plan.

Enrolment DeadlinesFor Registered Participants, provided the completedEnrolment Form is received by the Plan Agent prior tothe Record Date, the reinvestment of cash dividendswill become effective on the next correspondingInvestment Date. Non-Registered Participants shouldcheck with their respective intermediary regarding howthey can enrol in the Plan through the intermediary, aswell as the date by which any such enrolment must bereceived by the intermediary.

Administration of the PlanFor Registered Participants, the Bank will pay to thePlan Agent all cash dividends to be reinvested. Anyamount required under applicable tax laws to bewithheld by the Bank from cash dividends paid to anyRegistered Participant and remitted to a taxing authoritywill be withheld and remitted as required, with thebalance being paid to the Plan Agent for reinvestmenton behalf of the Registered Participant. The Plan Agentwill use these funds to purchase additional commonshares on behalf of the Registered Participants. Allcommon shares, including fractions of common sharescomputed to three decimal places, acquired throughthe Plan will be credited to the Registered Participant’saccount. The rounding of any fractional interest shall becomputed by the Plan Agent using such method as itconsiders appropriate in the circumstances.

Transaction statements will be forwarded to Regis-tered Participants by the Plan Agent following eachInvestment Date. The transaction statements will showthe common shares purchased under the Plan andshould be retained for income tax purposes.

The Plan Agent will also report to the RegisteredParticipants on an annual basis any required information

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for income tax purposes with regard to all dividendspaid to each Participant.

As various intermediaries have different adminis-trative practices, Non-Registered Participants shouldcontact their particular intermediary in order to under-stand how that intermediary administers participation inthe Plan, its tax practices and what statements thatintermediary sends to its clients.

The Plan Agent or its affiliates may, from time totime, deal in the common shares or other securities ofthe Bank for its own account or on behalf of accounts itmay manage.

The Plan Agent must at all times comply withapplicable laws in force which may impose upon thePlan Agent a duty to permit any properly authorizedparty to have access to and to examine and makecopies of any records relating to the Plan.

Certificates for Common SharesCertificates for common shares acquired through thePlan will not be issued to Registered Participants butwill be registered in the name of the Plan Agent or itsnominee, unless the Plan is terminated or a RegisteredParticipant withdraws common shares from the Plan.The number of whole and fractional common sharesowned by each Registered Participant will be creditedto the name of such Registered Participant and thenumber of whole and fractional common shares duringthe participation in the Plan from time to time sorecorded in the names of Registered Participants arereferred to herein as ‘‘Plan Shares’’.

Non-Registered Participants should direct anyquestions regarding certificates for common sharesacquired through the Plan to their respectiveintermediaries.

Plan Shares may not be transferred or pledged. ARegistered Participant who wishes to transfer or pledgeany Plan Shares must withdraw them from the Plan.

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Voting of Plan SharesRegistered Participants may vote whole commonshares held by the Plan Agent in a RegisteredParticipant’s account in the same manner as othercommon shares of the Bank either by proxy or inperson. Fractions of common shares will not be voted.

If a Registered Participant does not vote in personor give instructions to the Plan Agent on how to votePlan Shares, then such common shares will not bevoted.

Non-Registered Participants should contact theirrespective intermediaries regarding the procedures tobe followed by such Non-Registered Participants inorder to vote any Bank common shares acquiredthrough the Plan.

Termination of Participation in the Plan orWithdrawal of a Portion of the CommonShares in the PlanParticipation in the Plan may be terminated by aRegistered Participant at any time by giving writtennotice to the Plan Agent. In the event that a request fortermination of the Plan is received from a RegisteredParticipant in the period one business day before adividend Record Date up to the related InvestmentDate, the requested action will not be taken until aftersuch Investment Date.

When a Registered Participant terminates partici-pation in the Plan, the Registered Participant willreceive a certificate for the whole common shares heldfor such Registered Participant’s account and a cashpayment for any fraction of a common share so held.Any fractional share interest paid in cash will becalculated on the basis of the closing price of thecommon shares on The Toronto Stock Exchange on thefirst day on which common shares are traded followingreceipt of the termination notice, unless the notice isreceived in the period one business day before adividend Record Date up to the related InvestmentDate, in which case the closing price on the day afterthe Investment Date will be used for this calculation.

Withdrawal of a portion of the number of wholecommon shares held in the Plan by Registered

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Participants may be requested at any time by writtennotice to the Plan Agent without terminating participa-tion in the Plan. A certificate registered in the name ofthe Registered Participant representing the requestednumber of whole common shares will be forwarded tothe Registered Participant at the address recorded onthe Plan account.

Participation in the Plan will be terminated auto-matically upon receipt by the Plan Agent of a writtennotice of the death of a Registered Participant. Acertificate for whole common shares held for thedeceased Registered Participant’s account will beissued by the Agent in the name of the deceasedRegistered Participant or in the name of the estate ofthe deceased Registered Participant, as appropriate,and the Plan Agent will send such certificate and a cashpayment for any fraction of a share to the legalrepresentative of the deceased Registered Participant.

Non-Registered Participants should contact theirrespective intermediaries regarding the procedures tobe followed to terminate participation in the Plan,withdraw a portion of the common shares held on theirbehalf under the Plan, or with regard to the treatmentof a Non-Registered Participant’s account upon thedeath of that Participant.

Rights Offerings, Stock Splits and StockDividendsIn the event that the Bank makes available to its holdersof record of common shares rights to subscribe foradditional common shares or other securities, Regis-tered Participants will be forwarded rights certificatespertaining to their whole Plan Shares subject to theterms and conditions of the rights offering. Nocertificates for rights will be issued in respect offractional common shares held in the Plan. The PlanAgent will sell the rights in respect of such fractionalcommon shares at such prices and at such time as thePlan Agent may determine. The proceeds will bereinvested in common shares of the Bank and creditedto the Registered Participant’s account.

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The accounts of the Registered Participants will beadjusted for any stock splits or stock dividends declaredon common shares.

Non-Registered Participants should contact theirintermediaries for instructions regarding the in-termediaries’ practices in this regard.

Liabilities of the Bank and Plan AgentNeither the Bank nor the Plan Agent shall be liable forany act undertaken or omitted in good faith.

Neither the Bank nor the Plan Agent can assure aprofit or protect any Participant against a loss relating tocommon shares acquired or to be acquired under thePlan.

Bank Act RestrictionsThe Plan is subject to the provisions of the Bank Actprohibiting the issue or transfer of common shares topersons in certain circumstances relating to thepercentage of the holdings of such persons or a groupof such persons in any class of shares of the Bank.

Amendments to the Plan and Termination bythe BankThe Bank reserves the right to amend, suspend orterminate the Plan at any time subject, in the case ofamendments, to any required stock exchange approv-als. In the event of any such occurrence the Bank willgive reasonable notice in writing to all RegisteredParticipants. If the Bank terminates the Plan a certifi-cate registered in the name of a Registered Participantrepresenting the whole common shares in the Plan willbe forwarded to the Registered Participant’s lastrecorded address and a cheque for the value of anyfractions of common shares will be forwarded at thesame time.

Non-Registered Participants should contact theirrespective intermediaries for information on the proce-dures to be followed by the intermediaries upon atermination of the Plan by the Bank.

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Removal or Resignation of Plan AgentThe Bank may, in its sole discretion, remove the PlanAgent and appoint another person licensed to carry onthe business of a plan agent in any province or territoryof Canada as the Plan Agent.

Similarly, the Plan Agent may resign as Plan Agentunder the Plan upon delivery to the Bank of alldocuments and moneys held by the Plan Agent on theBank’s behalf.

RulesThe Bank and the Plan Agent may make rules andregulations not inconsistent with the terms of the Planin order to improve the administration of the Plan.

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Notices and CorrespondenceCommunications to the Plan Agent should be ad-dressed as follows:

If sent by mail:

CIBC Mellon Trust CompanyP.O. Box 7010Adelaide Street Postal StationToronto, OntarioCanadaM5C 2W9Attention: Income Disbursement

If hand delivered:

CIBC Mellon Trust Company320 Bay StreetToronto, OntarioCanadaM5H 4A6Attention: Investor Services

Toll free in North America: 1-800-387-0825In Toronto: 416-643-5500Facsimile: 416-643-5020Web site: www.cibcmellon.comE-mail: inquiries@cibcmellon.com

Any communications to be given to RegisteredParticipants by the Plan Agent or the Bank will bemailed to the latest addresses of the RegisteredParticipant appearing on the records of the Plan Agent.Non-Registered Participants should contact theirrespective intermediaries for information on theprocedures followed by such intermediaries to relaycommunications received by the intermediaries to theNon-Registered Participants.

The effective date of this Plan is February 20,2002.

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Glossary

In this Offering Circular, the words and terms set outbelow have the following meanings:

‘‘Average Market Price’’ means the daily average ofweighted average prices for trades of board lots ofcommon shares of the Bank on The Toronto StockExchange during each of the five trading days beforethe relevant Investment Date.

‘‘Bank’’ means The Toronto-Dominion Bank.

‘‘intermediary’’ means a financial institution, broker orother intermediary through which a shareholder holdstheir common shares of the Bank.

‘‘Investment Date’’ means the date on which dividendsare paid on the Bank’s common shares.

‘‘non-registered holders’’ means persons who holdcommon shares of the Bank through an intermediary.

‘‘Non-Registered Participants’’ means Participants thathold common shares of the Bank through anintermediary.

‘‘Participants’’ means participants in the Plan.

‘‘Plan’’ means the dividend reinvestment plan of theBank as described in this Offering Circular.

‘‘Plan Agent’’ means CIBC Mellon Trust Company asagent for the Plan, or such other agent as may beappointed from time to time.

‘‘Plan Shares’’ means the whole and fractional commonshares of the Bank recorded in the names of RegisteredParticipants held in the Plan.

‘‘Record Date’’ means the record date for the paymentof dividends on the Bank’s common shares.

‘‘registered holders’’ means persons who hold certifi-cates for common shares of the Bank in their ownname.

‘‘Registered Participants’’ means Participants that holdcertificates for their common shares of the Bank in theirown name.

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Enrolment Form for Registered ShareholdersDividend Reinvestment Plan

Dividend Reinvestment Plan

QUESTIONS: n DIVIDEND REINVESTMENT PLANThe Plan is administered by CIBC Mellon Trust Company. I would like to enrol in The Toronto-Dominion Bank’sYou can contact CIBC Mellon Trust Company at 416-643- Dividend Reinvestment Plan to have dividends5500 in Toronto, or toll free in the rest of North America reinvested in the Bank’s common shares.at 1-800-387-0825.

I would like to enrol:PLEASE NOTE n all of my common shares in dividend reinvestment; orIf you are completing the enrolment form in a representa- n % of my common shares in dividendtive capacity, such as an agent, executor, administrator reinvestment (e.g. 65%).or trustee, you must enclose satisfactory evidence ofauthority to act in this capacity.

COMPLETING AND RETURNING THE FORMPlease print clearly. When a registered shareholder hascompleted this enrolment form, it should be returned toCIBC Mellon Trust Company at the following address:

CIBC Mellon Trust CompanyP.O. Box 7010Adelaide Street Postal StationToronto, OntarioCanadaM5C 2W9Attention: Income Disbursement

Non-Registered holders should contact their intermediaries to discuss enrolment in the Plan and the administrativepractices of that institution with regard to participation in the Plan.

PLEASE PRINT CLEARLYName(s) in which the Bank’s common shares areregistered

Address

Street

City

Province or State

Country

Postal or Zip Code

Telephone Numbers

( )

Residence

( )

Business

Social Insurance Number

By signing this form, I request enrolment in The Toronto-Dominion Bank Dividend Reinvestment Plan andacknowledge that I have read the offering circular andthat my participation in the Plan will be subject to itsterms and conditions. I also acknowledge that thisauthorization to enrol my common shares of the Bankwill remain in effect until I notify CIBC Mellon TrustCompany in writing in accordance with the Plan.

Date

Shareholder Signature(s)

591526