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FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Raymond Chun, Group President and Chief Executive Officer of The Toronto-

Dominion Bank, certify the following:

Review:

I have reviewed the AIF, if any,

annual financial statements and annual

MD&A, including, for greater certainty, all documents and information that are

incorporated by reference in the AIF (together, the “annual filings”) of The Toronto-

Dominion Bank (the “issuer”) for the financial year ended October

31, 2025.

No misrepresentations

Based on my knowledge, having exercised reasonable

diligence, the annual filings do not contain any untrue statement

of a material fact or

omit to state a material fact required to be stated or that is necessary

to make a

statement not misleading in light of the circumstances under which

it was made, for

the period covered by the annual filings.

Fair presentation

Based on my knowledge, having exercised reasonable

diligence, the annual financial statements together with the other

financial

information included in the annual filings fairly present in all material

respects the

financial condition, financial performance and cash flows of the

issuer, as of the date

of and for the periods presented in the annual filings.

Responsibility

The issuer’s other certifying officer(s) and I are responsible

for

establishing and maintaining disclosure controls and procedures

(DC&P) and

internal control over financial reporting (ICFR), as those terms are

defined in

National Instrument 52-109

Certification of Disclosure in Issuers’ Annual and Interim

Filings

, for the issuer.

Design

Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the

issuer’s other certifying officer(s) and I have, as at the financial year

end

(a)

designed DC&P,

or caused it to be designed under our supervision, to

provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by

others, particularly during the period in which the annual

filings

are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual

filings, interim filings or other reports filed or submitted by it

under securities legislation is recorded, processed, summarized

and

reported within the time periods specified in securities legislation;

and

(b)

designed ICFR, or caused it to be designed under our supervision,

provide reasonable assurance regarding the reliability of financial

reporting

and the preparation of financial statements for external purposes in

accordance with the issuer’s GAAP.

5.1

Control framework

: The control framework the issuer’s other certifying officer(s)

and I used to design the issuer’s ICFR is based on

criteria established in Internal

Control – Integrated Framework issued by the Committee

of Sponsoring

Organizations of the Treadway Commission (the COSO criteria) in 2013.

5.2

N/A

5.3

N/A

Evaluation:

The issuer’s other certifying officer(s) and I have

(a)

evaluated, or caused to be evaluated under our supervision, the

effectiveness of

the issuer’s DC&P at the financial year end and the

issuer

has disclosed in its

annual MD&A our conclusions about the effectiveness of

DC&P at the financial

year end based on that evaluation; and

(b)

evaluated, or caused to be evaluated under our supervision, the

effectiveness of

the issuer’s ICFR at the financial year end and the

issuer

has disclosed in its

annual MD&A

(i)

our conclusions about the effectiveness of ICFR at the financial

year end

based on that evaluation; and

(ii)

N/A

Reporting changes in ICFR:

The issuer has disclosed in its annual MD&A any

change in the issuer’s ICFR that occurred during the

period beginning on August 1,

2025 and ended on October 31, 2025 that has materially affected, or

is reasonably

likely to materially affect, the issuer’s ICFR.

Reporting to the issuer’s auditors and board of directors

or audit committee

The issuer’s other certifying officer(s) and I have disclosed, based

on our most

recent evaluation of ICFR, to the issuer’s auditors,

and the board of directors or the

audit committee of the board of directors any fraud that involves

management or

other employees who have a significant role in the issuer’s

ICFR.

Date:

December 4, 2025

/s/ Raymond Chun

Raymond Chun

Group President and Chief Executive Officer

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Kelvin Tran, Group Head and Chief Financial Officer of The Toronto-Dominion Bank,

certify the following:

Review

I have reviewed the AIF, if any,

annual financial statements and annual

MD&A, including, for greater certainty, all documents and information that are

incorporated by reference in the AIF (together, the “annual filings”) of The Toronto-

Dominion Bank (the “issuer”) for the financial year ended October

31, 2025.

No misrepresentations

Based on my knowledge, having exercised reasonable

diligence, the annual filings do not contain any untrue statement

of a material fact or

omit to state a material fact required to be stated or that is necessary

to make a

statement not misleading in light of the circumstances under which

it was made, for

the period covered by the annual filings.

Fair presentation

Based on my knowledge, having exercised reasonable

diligence, the annual financial statements together with the other

financial

information included in the annual filings fairly present in all material

respects the

financial condition, financial performance and cash flows of the

issuer, as of the date

of and for the periods presented in the annual filings.

Responsibility

The issuer’s other certifying officer(s) and I are responsible

for

establishing and maintaining disclosure controls and procedures

(DC&P) and

internal control over financial reporting (ICFR), as those terms are

defined in

National Instrument 52-109

Certification of Disclosure in Issuers’ Annual and Interim

Filings

, for the issuer.

Design

Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the

issuer’s other certifying officer(s) and I have, as at the financial year

end

(a)

designed DC&P,

or caused it to be designed under our supervision, to

provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by

others, particularly during the period in which the annual

filings

are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual

filings, interim filings or other reports filed or submitted by it

under securities legislation is recorded, processed, summarized

and

reported within the time periods specified in securities legislation;

and

(b)

designed ICFR, or caused it to be designed under our supervision,

provide reasonable assurance regarding the reliability of financial

reporting

and the preparation of financial statements for external purposes in

accordance with the issuer’s GAAP.

5.1

Control framework

: The control framework the issuer’s other certifying officer(s)

and I used to design the issuer’s ICFR is based on

criteria established in Internal

Control – Integrated Framework issued by the Committee

of Sponsoring

Organizations of the Treadway Commission (the COSO criteria) in 2013.

5.2

N/A

5.3

N/A

Evaluation:

The issuer’s other certifying officer(s) and I have

(a)

evaluated, or caused to be evaluated under our supervision, the

effectiveness of

the issuer’s DC&P at the financial year end and the

issuer

has disclosed in its

annual MD&A our conclusions about the effectiveness of

DC&P at the financial

year end based on that evaluation; and

(b)

evaluated, or caused to be evaluated under our supervision, the

effectiveness of

the issuer’s ICFR at the financial year end and the

issuer

has disclosed in its

annual MD&A

(i)

our conclusions about the effectiveness of ICFR at the financial

year end

based on that evaluation; and

(ii)

N/A

Reporting changes in ICFR

The issuer has disclosed in its annual MD&A any

change in the issuer’s ICFR that occurred during the

period beginning on August 1,

2025 and ended on October 31, 2025 that has materially affected, or is reasonably

likely to materially affect, the issuer’s ICFR.

Reporting to the issuer’s auditors and board of directors

or audit committee

The issuer’s other certifying officer(s) and I have disclosed, based

on our most

recent evaluation of ICFR, to the issuer’s auditors,

and the board of directors or the

audit committee of the board of directors any fraud that involves

management or

other employees who have a significant role in the issuer’s

ICFR.

Date:

December 4, 2025

/s/ Kelvin Tran

Kelvin Tran

Group Head and Chief Financial Officer