The Toronto-Dominion Bank (TD) 6-K/A Current report (foreign) (amended)

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Bharat Masrani, Group President and Chief Executive Officer of The Toronto-Dominion

Bank, certify the following:

1.

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 October31, 2024.

2.

No misrepresentations

:

Based on my knowledge, having exercised reasonable

diligence, the annual filings do not contain any untrue statementof a material fact or

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

statement not misleading in light of the circumstances under which itwas made, for

the period covered by the annual filings.

3.

Fair presentation

:

Based on my knowledge, having exercised reasonable

diligence, the annual financial statements together with the otherfinancial

information included in the annual filings fairly present in all materialrespects the

financial condition, financial performance and cash flows of theissuer, as of the date

of and for the periods presented in the annual filings.

4.

Responsibility

:

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

establishing and maintaining disclosure controls and procedures(DC&P) and

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

National Instrument 52-109

Certification of Disclosure in Issuers’ Annual and Interim

Filings

, for the issuer.

5.

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 yearend

(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 annualfilings

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,to

provide reasonable assurance regarding the reliability of financialreporting

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 oncriteria established in Internal

Control – Integrated Framework issued by the Committeeof Sponsoring

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

5.2N/A

5.3N/A

6.

Evaluation:

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

(a)evaluated, or caused to be evaluated under our supervision, the

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

has disclosed in itsannual MD&A our conclusions about the effectiveness of

DC&P at the financialyear end based on that evaluation; and

(b)evaluated, or caused to be evaluated under our supervision, the

effectiveness ofthe issuer’s ICFR at the financial year end and theissuer

has disclosed in itsannual MD&A

(i)our conclusions about the effectiveness of ICFR at the financial

year endbased on that evaluation; and

(ii)N/A

7.

Reporting changes in ICFR

:

The issuer has disclosed in its annual MD&A any

change in the issuer’s ICFR that occurred during theperiod beginning on August 1,

2024 and ended on October 31, 2024 that has materially affected, oris reasonably

likely to materially affect, the issuer’s ICFR.

8.

Reporting to the issuer’s auditors and board of directorsor audit committee

:

The issuer’s other certifying officer(s) and I have disclosed, basedon 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 involvesmanagement or

other employees who have a significant role in the issuer’sICFR.

Date:December 5, 2024

/s/ Bharat Masrani

Bharat Masrani

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:

1.

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 October31, 2024.

2.

No misrepresentations

:

Based on my knowledge, having exercised reasonable

diligence, the annual filings do not contain any untrue statementof a material fact or

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

statement not misleading in light of the circumstances under whichit was made, for

the period covered by the annual filings.

3.

Fair presentation

:

Based on my knowledge, having exercised reasonable

diligence, the annual financial statements together with the otherfinancial

information included in the annual filings fairly present in all materialrespects the

financial condition, financial performance and cash flows of theissuer, as of the date

of and for the periods presented in the annual filings.

4.

Responsibility

:

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

establishing and maintaining disclosure controls and procedures(DC&P) and

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

National Instrument 52-109

Certification of Disclosure in Issuers’ Annual and Interim

Filings

, for the issuer.

5.

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 yearend

(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 annualfilings

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,to

provide reasonable assurance regarding the reliability of financialreporting

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 oncriteria established in Internal

Control – Integrated Framework issued by the Committee ofSponsoring

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

5.2N/A

5.3N/A

6.

Evaluation:

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

(a)evaluated, or caused to be evaluated under our supervision, the

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

has disclosed in itsannual MD&A our conclusions about the effectiveness of

DC&P at the financialyear end based on that evaluation; and

(b)evaluated, or caused to be evaluated under our supervision, the

effectiveness ofthe issuer’s ICFR at the financial year end and theissuer

has disclosed in itsannual MD&A

(i)our conclusions about the effectiveness of ICFR at the financial

year endbased on that evaluation; and

(ii)N/A

7.

Reporting changes in ICFR

:

The issuer has disclosed in its annual MD&A any

change in the issuer’s ICFR that occurred during theperiod beginning on August 1,

2024 and ended on October 31, 2024 that has materially affected, oris reasonably

likely to materially affect, the issuer’s ICFR.

8.

Reporting to the issuer’s auditors and board of directorsor audit committee

:

The issuer’s other certifying officer(s) and I have disclosed, basedon 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 involvesmanagement or

other employees who have a significant role in the issuer’sICFR.

Date:December 5, 2024

/s/ Kelvin Tran

Kelvin Tran

Group Head and Chief Financial Officer