IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE : : : :

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1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE TD BANKNORTH SHAREHOLDERS LITIGATION Consolidated C.A. No VCL NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT OF CLASS ACTION, AND SETTLEMENT HEARING TO ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF TD BANKNORTH INC. ( TD BANKNORTH OR THE COMPANY ) AT ANY TIME FROM NOVEMBER 19, 2006 THROUGH AND INCLUDING APRIL 20, 2007, INCLUDING THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS IN INTEREST, TRANSFEREES, AND ASSIGNEES OF ALL SUCH FOREGOING HOLDERS AND OWNERS, EXCLUDING DEFENDANTS, 1 PRIVATE CAPITAL MANAGEMENT, L.P. ( PCM ), AND ARIEL CAPITAL MANAGEMENT LLC ( ARIEL ) AND THEIR ASSOCIATES, AFFILIATES, LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS IN INTEREST, TRANSFEREES, AND ASSIGNEES. PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS ACTION. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS OF THE PROPOSED SETTLEMENT OR PURSUING THE SETTLED CLAIMS (AS DEFINED BELOW). IF YOU HELD COMMON STOCK OF TD BANKNORTH FOR THE BENEFIT OF ANOTHER, PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL OWNER. I. PURPOSE OF THIS NOTICE The purpose of this Notice of Pendency of Class Action, Proposed Settlement of Class Action, and Settlement Hearing ( Notice ) is to inform you of the pendency of the above-captioned action (the Action ) and the proposed settlement of the Action pending in the Court of Chancery of the State of Delaware (the Court ). A Stipulation and Agreement of Compromise, Settlement and Release dated April 10, 2009 (the Stipulation ) was entered into to reflect and embody the settlement (the Settlement ) agreed to by and between (i) plaintiffs and class representatives H. Louis Farmer, Jr. ( Farmer ), and City of Dearborn Heights Act 345 Police and Fire Retirement System (the Retirement System and together with Farmer, the Plaintiffs ), on their own behalf and on behalf of the Class (as hereinafter defined), and (ii) defendants TD Banknorth, Robert G. Clarke, P. Kevin Condron, John Otis Drew, Brian M. Flynn, Joanna T. Lau, Dana S. Levenson, Steven T. Martin, John M. Naughton, Irving E. Rogers III, David A. Rosow, Curtis M. Scribner, Peter G. Vigue, and Gerry S. Weidema (the Independent Directors ), The Toronto-Dominion Bank ( TD ), William J. Ryan, William E. Bennett, W. Edmund Clark, Bharat B. Masrani, and Wilbur J. Prezzano (together with TD, the Toronto-Dominion Defendants and together with TD Banknorth and the Independent Directors, the Defendants ). This Notice also informs you of your right to participate in a hearing to be held on June 25, 2009, before the Court in the New Castle County Courthouse, 500 North King Street, Wilmington, Delaware (the Settlement Hearing ). At the Settlement Hearing, the Court will, among other things, (i) determine whether the Court s prior certification of the Class should be made final; (ii) determine whether the Settlement should be approved by the Court as fair, reasonable, adequate, and in the best interests of the Class; and (iii) consider the application of Current Counsel (as that term is defined herein) for an award of attorneys fees and expenses. On November 20, 2006, TD Banknorth announced that it had entered into a definitive merger agreement with TD providing for TD s acquisition of all of the outstanding shares of common stock of TD Banknorth not yet owned by TD for $32.33 per share in cash (the Going- Private Transaction ). The Going-Private Transaction closed on April 20, On July 24, 2008, the Court determined that the Action shall be maintained as a class action under Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2) by Plaintiffs as representatives of the Class and by Current Counsel as counsel for the Class. In certifying this Action as a class action, the Court determined that the Class consists of all holders of common stock of TD Banknorth at any time from November 19, 2006 through and including April 20, 2007, whether beneficial or of record, including their legal representatives, heirs, successors in interest, transferees and assignees of all such foregoing holders, excluding Defendants, PCM, and Ariel and their associates, affiliates, legal representatives, heirs, successors in interest, transferees and assignees (the Class ). Persons who are not affiliated or associated with PCM or Ariel and who, prior to April 20, 2007, acquired shares of TD Banknorth previously held by those entities are not considered successors in interest, transferees, and assignees of PCM or Ariel as a result of the acquisition of those shares, and are included in the Class. This Notice describes the rights you may have under the Settlement and what steps you may, but are not required to, take in relation to the Settlement. If the Court approves the Settlement, the parties will ask the Court at the Settlement Hearing to enter an Order and Final Judgment dismissing the Action with prejudice on the merits against all Defendants. 1 All capitalized terms not otherwise defined in this document shall have the meaning provided in the Stipulation and Agreement of Compromise, Settlement and Release. Questions? Call or visit TDBanknorthShareholdersLitigation.com Page 1 of 6

2 THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. IT IS BASED ON STATEMENTS OF THE PARTIES AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES. II. BACKGROUND OF THE ACTION The Stipulation, subject to the approval of the Court of Chancery of the State of Delaware, was entered into to reflect and embody the Settlement agreed to by and between (i) Plaintiffs on their own behalf and on behalf of the Class, and (ii) Defendants. On November 20, 2006, TD Banknorth announced the Going-Private Transaction. On November 20 and 21, 2006, six purported class actions were filed in the Court on behalf of a putative class of stockholders of TD Banknorth challenging the Going-Private Transaction. These actions asserted that TD Banknorth s directors and TD breached their fiduciary duties to TD Banknorth s minority shareholders by negotiating the Going-Private Transaction through an unfair process and at an unfair price. On November 29, 2006, the Court entered an Order consolidating the various purported class actions into the Action and appointing Co-Lead Counsel and Co-Liaison Counsel (the Initial Counsel ). On February 15, 2007, Initial Counsel and Defendants reached an agreement-in-principle to settle the Action. Before those parties submitted their Stipulation and Agreement of Compromise, Settlement, and Release (the Initial Proposed Settlement ) to the Court, Farmer and the Retirement System moved to intervene and to enjoin the closing of the Going-Private Transaction. These motions were denied, and on April 18, 2007, a shareholder vote was held, through which holders of a majority of the outstanding shares of TD Banknorth approved the Going-Private Transaction. Two days later, the Going-Private Transaction closed. That same day, April 20, 2007, Farmer and the Retirement System filed their objection to the Initial Proposed Settlement on the grounds that Initial Counsel did not adequately and vigorously represent the interests of the absent class members and that the terms of the proposed settlement were not fair. On July 19, 2007, the Court disapproved the Initial Proposed Settlement. See In re TD Banknorth S holders Litig., 938 A.2d 654 (Del. Ch. 2007). On August 4, 2007, the Court entered a Stipulation and Order permitting Farmer and the Retirement System s intervention in the Action as sole lead plaintiffs and appointing their counsel as sole lead counsel and sole Delaware liaison counsel ( Current Counsel ). On August 15, 2007, Plaintiffs filed a Verified Complaint against all Defendants, in which they asserted, inter alia, that (i) TD breached Section 2.2(b) of the Amended and Restated Stockholders Agreement dated August 25, 2004 between TD Banknorth and TD (the Stockholders Agreement ) by proposing or initiating the Going-Private Transaction prior to March 1, 2007; (ii) the Toronto-Dominion Defendants and the Independent Directors breached their duty of loyalty to TD Banknorth s minority shareholders by executing the Going- Private Transaction in violation of the Stockholders Agreement and at an unfair price; and (iii) TD Banknorth and its directors violated their duty of candor by failing to disclose certain purportedly material information in the Definitive Proxy. On September 4, 2007, the Toronto-Dominion Defendants and TD Banknorth answered the Verified Complaint, and on September 7, 2007, the Independent Directors did the same. In their answers, all Defendants denied the material allegations of the Verified Complaint. Following the filing of these pleadings, Defendants sought and reviewed discovery from Plaintiffs, and Plaintiffs sought and reviewed discovery from Defendants and from nonparties, including Defendants financial advisors and the two institutional shareholders, PCM and Ariel. On July 24, 2008, the Court certified the Class. Following the Court s certification of the Class, Plaintiffs sought further discovery from Defendants as well as from additional third parties, including the law firms that advised Defendants with respect to both TD s 2005 acquisition of 51 percent of TD Banknorth (the 51 Percent Transaction ) and the Going-Private Transaction. On February 17, 2009, Plaintiffs filed a Motion to Preclude, or in the Alternative, to Compel Production of Documents and Testimony Withheld Based on Privilege or Work-Product Doctrine. Also on February 17, 2009, Simpson Thacher & Bartlett LLP, TD s counsel in the 51 Percent Transaction and Going-Private Transaction, moved for a protective order in the Supreme Court of the State of New York with respect to Plaintiffs subpoena to it for documents and a deposition concerning this Action. On or about February 19, 2009, the Court granted Plaintiffs motion for leave to file an Amended Complaint, which, inter alia, features additional detail with respect to Plaintiffs allegations that the price for the Going-Private Transaction was unfair and in regard to Plaintiffs disclosure-related claims. At various times and spanning several months, representatives of the parties to the Action held extensive arm s-length discussions in an effort to resolve the claims asserted in the Action. On February 23, 2009, the parties reached an agreement-in-principle concerning the Action, which they set forth in a Memorandum of Understanding dated March 12, 2009 (the MOU ). Pursuant to the MOU, the parties agreed, among other things, that (i) in consideration for the full settlement, satisfaction, compromise, and release of the Settled Claims (as defined herein), TD Banknorth and/or TD would pay US$50,000,000 into a settlement fund within 30 days of the execution of the MOU; (ii) such funds would be held in an interest-bearing account to be maintained at TD Banknorth by Coughlin Stoia Geller Rudman & Robbins LLP, Plaintiffs lead counsel, as escrow agent and on terms to be decided; and (iii) with the exception of amounts disbursed subject to the Court s approval for providing notice to the Class, for administration of the Settlement, and/or to pay taxes on the Settlement Fund (defined below) or any related tax preparation expenses, the Settlement Fund would not be distributed until the Settlement is reduced to a final, nonappealable judgment. Throughout the duration of this Action and in connection with their negotiation and evaluation of the Settlement, Current Counsel conducted a thorough investigation into the substance of the claims asserted in the Action. This investigation included analyzing documents produced by Defendants and third parties, including Defendants financial advisors, PCM, and Ariel, and obtained through publicly available sources; analyzing applicable case law and other authorities; consulting with Plaintiffs retained financial experts; and taking numerous depositions. Questions? Call or visit TDBanknorthShareholdersLitigation.com Page 2 of 6

3 III. THE SETTLEMENT AND PARTICIPATION IN THE SETTLEMENT In consideration for the full settlement, satisfaction, compromise, and release of the Settled Claims (as defined below), TD Banknorth and/or TD agreed to pay US$50,000,000 into a settlement fund (which together with all interest earned thereon constitutes the Settlement Fund ) on or before April 11, The Settlement Fund shall be utilized as follows a. To pay all costs and expenses of providing notice to members of the Class and administering and distributing the Settlement Fund to the Class. b. To pay taxes on the Settlement Fund and any related tax preparation expenses. c. Subject to the approval and further order of the Court, to pay to Current Counsel the amount awarded by the Court as attorneys fees and expenses. d. Subject to the approval and further order of the Court, and after payment of the costs and expenses of providing notice to the Class, the fees and expenses of distributing and administering the Settlement, any taxes to be paid on the Settlement Fund and related tax preparation expenses, and any attorneys fees and expenses awarded to Current Counsel by the Court, the remainder of the Settlement Fund (the Net Settlement Fund ) shall be distributed promptly to those members of the Class who were stockholders of record of TD Banknorth on April 20, 2007, on a pro rata basis, in accordance with their ownership of shares of TD Banknorth on such date, or as otherwise ordered by the Court. IF YOU DID NOT SURRENDER YOUR SHARES AND RECEIVE PAYMENT OF THE MERGER CONSIDERATION FOLLOWING THE COMPLETION OF THE MERGER ON APRIL 20, 2007, YOU MUST USE THE ATTACHED IDENTIFICATION FORM TO IDENTIFY YOURSELF TO THE FUND ADMINISTRATOR. If you surrendered your shares and received the initial merger consideration, your ownership information has been provided to the Fund Administrator and you will not need to complete this form. If you are not sure if you surrendered your shares, you may call the Fund Administrator at to confirm your status. e. If there is any balance remaining in the Settlement Fund after six months from the date of its distribution, Plaintiffs shall, if feasible, after full payment of all taxes, fees, and expenses described above, reallocate such balance among members of the Class who were stockholders of record of TD Banknorth on April 20, 2007, and who have been identified and located. If such reallocation is not feasible, or not permitted by the Court, any remainder in the Settlement Fund, after full payment of all taxes, fees, and expenses, shall be contributed to the Combined Campaign for Justice, a partnership between and among the Delaware State Bar Association, the Community Legal Aid Society, Inc., Delaware Volunteer Legal Services, and the Legal Services Corporation of Delaware. No portion of the Settlement Fund shall be returned to Defendants except in the event that the Settlement does not achieve Final Approval, the Settlement Fund (including any accumulated interest) shall be returned to TD Banknorth and/or TD. With the exception of funds withdrawn and for the purpose of (i) providing notice to the Class and administering and distributing the Settlement, with such funds not to exceed $200,000, and (ii) paying taxes on the Settlement Fund or any related tax preparation expenses, no funds from the Settlement Fund shall be disbursed until after the date on which the Court s Order and Final Judgment approving the Settlement is no longer subject to further appeal or review, whether by lapse of time to file an appeal, exhaustion of any possible appeal, or motion for reargument or rehearing ( Final Approval ). Members of the Class who were not stockholders of TD Banknorth on April 20, 2007, will not receive any monetary distribution. If you are a member of the Class, you will be bound by any judgment entered in the Action whether or not you actually receive this Notice. You may not opt out of the Class. IV. RELEASES The Stipulation provides that, subject to the Court s approval of the Settlement, and in consideration for the benefits provided by the Settlement, the Action shall be completely discharged and dismissed with prejudice as to all Defendants and without fees or costs, except as expressly provided in the Stipulation. Plaintiffs, individually and on behalf of the Class, have agreed to fully, finally, and forever release, settle, and dismiss with prejudice on the merits any and all claims, demands, losses, rights, causes of action, liabilities, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, including the Unknown Claims (as defined in the Stipulation), contingent or absolute, suspected or unsuspected, disclosed or undisclosed, that have been or could have been asserted in the Action or in any court, tribunal, forum or proceeding (including, but not limited to, any claims arising under federal, state or foreign law, common law, statute, rule, or regulation relating to alleged fraud, breach of any duty, negligence, violations of the federal securities laws, or otherwise, and including all claims within the exclusive jurisdiction of the federal courts), whether individual, class, direct, derivative, representative, legal, equitable or any other type or in any other capacity, against all Defendants, and/or any of their families, parent entities, associates, affiliates or subsidiaries and each and all of their past, present, or future officers, directors, stockholders, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, insurers, engineers, advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates, administrators, and each of their respective predecessors, successors, and assigns (collectively, the Released Persons ), which Plaintiffs or any member of the Class ever had, now has, or hereafter can, shall, or may have by reason of, arising out of, relating to or in connection with the allegations, conduct, facts, events, transactions, acts, occurrences, statements, representations, alleged misrepresentations, omissions, or any other matter, thing or cause whatsoever, or any series thereof, embraced, involved, or set forth or otherwise related, directly or indirectly, to the Action, the Stockholders Agreement, or the Going-Private Transaction, including without limitation, any disclosures made or not made in connection with any of the foregoing, except claims to enforce the Settlement (collectively, the Settled Claims ), and to have the Settled Claims discharged and enjoined. Questions? Call or visit TDBanknorthShareholdersLitigation.com Page 3 of 6

4 The Settled Claims include claims that Plaintiffs, for themselves and on behalf of the Class, do not know or suspect to exist at the time of the release, which if known, might have affected the decision to enter into the release. Plaintiffs, for themselves and on behalf of the Class, shall be deemed to relinquish, to the full extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code ( Section 1542 ), which provides A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. In addition, Plaintiffs and each member of the Class shall be deemed to waive any and all provisions, rights, and benefits conferred by any law of the United States, any law of any state or territory of the United States, or any principle of common law that is similar, comparable, or equivalent to Section 1542 or that otherwise governs or limits a person s release of unknown claims that exist through and including the effective date of the Stipulation. Plaintiffs, for themselves and on behalf of the Class, acknowledge that members of the Class may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of this release, but that it is their intention, as Plaintiffs and on behalf of the Class, to fully, finally, and forever release, settle, and dismiss any and all claims released hereby, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, through and including the effective date of the execution of the Stipulation, and without regard to the subsequent discovery or existence of such additional or different facts. The Stipulation further provides that Defendants have agreed to completely release and enjoin any and all claims that any of the Defendants or the Released Persons may have or could have asserted against Plaintiffs, Current Counsel, and/or the Class arising out of or related to the initiation, litigation, and resolution of the Action, except any claims to enforce the Settlement. V. REASONS FOR THE SETTLEMENT In evaluating the Settlement and entering into the Stipulation, Plaintiffs and Current Counsel have considered their investigation, and have taken into account, among other things, (i) the substantial benefits to the Class from the Settlement; (ii) the facts developed during the discovery process; (iii) the probability of success on the merits and the allegations contained in the Action; (iv) the strength of the defenses available to Defendants; (v) the attendant risks of continued litigation; (vi) the desirability of permitting the Settlement to be consummated as provided by the terms of the Stipulation; and (vii) the conclusion of Current Counsel and Plaintiffs that the terms and conditions of the Settlement are fair, reasonable, and adequate and that it is in the best interests of Plaintiffs and the Class to settle the Action as set forth in the Stipulation. Although Defendants have not answered the Amended Complaint in light of the proposed Settlement, Defendants would deny all of its material allegations if they were to answer the Amended Complaint. All Defendants continue their vigorous denial of any improper conduct, breach of the Stockholders Agreement, breach of any duty in connection with the Going-Private Transaction, and/or any other wrongdoing or liability relating to or arising out of the claims, events, and transactions set forth in the Action. Defendants have concluded that it is desirable that the Action be settled and dismissed on the merits and with prejudice as to all Defendants and that the Settled Claims be settled and released on the terms reflected in the Stipulation in order to avoid the costs, disruption, and distraction of further litigation. VI. APPLICATION FOR ATTORNEYS FEES AND EXPENSES In connection with the Settlement Hearing, Current Counsel will apply to the Court for an award of attorneys fees of 27.5% of the Settlement Fund, plus expenses not to exceed $1.1 million, which shall be paid from the Settlement Fund. Included in the request for reimbursement of expenses will be a request by the Retirement System for the reimbursement of costs, not to exceed $2,000, for time incurred in its participation in discovery. No award of attorneys fees or expenses may be distributed until after Final Approval. It is not a condition of this Settlement that Current Counsel s application for fees and expenses be granted in any respect. The Court may consider and rule upon the fairness, reasonableness, and adequacy of the Settlement independently of a separate award of attorneys fees and expenses. VII. CLASS ACTION DETERMINATION On July 24, 2008, the Court determined that the Action shall be maintained as a class action by Plaintiffs as representatives of the Class under Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). The Class as certified by the Court consists of all holders of common stock of TD Banknorth at any time from November 19, 2006 through and including April 20, 2007, whether beneficial or of record, including their legal representatives, heirs, successors in interest, transferees and assignees of all such foregoing holders, excluding Defendants, PCM, and Ariel and their associates, affiliates, legal representatives, heirs, successors in interest, transferees and assignees. Persons who are not affiliated or associated with PCM or Ariel and who, prior to April 20, 2007, acquired shares of TD Banknorth previously held by those entities are not considered successors in interest, transferees, and assignees of PCM or Ariel as a result of the acquisition of those shares, and are included in the Class. In certifying the Class, the Court also determined that Current Counsel shall serve as counsel for the Class. Current Counsel was appointed by agreement of the parties and as approved by the Court on August 1, The firms serving as Current Counsel include Coughlin Stoia Geller Rudman & Robbins LLP, which serves as sole lead counsel for Plaintiffs, and Prickett, Jones & Elliott, P.A., which acts as sole Delaware liaison counsel for Plaintiffs. Inquiries or comments about the composition of the Class or the Settlement may be directed to Current Counsel as follows Evan J. Kaufman, Esq. COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 58 South Service Road, Suite 200 Melville, NY Paul A. Fioravanti, Jr., Esq. PRICKETT, JONES & ELLIOTT, P.A King Street PO Box 1328 Questions? Call or visit TDBanknorthShareholdersLitigation.com Page 4 of 6

5 VIII. SETTLEMENT HEARING The Court has scheduled a Settlement Hearing, which will be held in the New Castle County Courthouse, 500 North King Street, Wilmington, Delaware, on June 25, 2009, at 200 p.m. to (i) determine whether the Court s prior certification of the Class should be made final; (ii) determine whether the Court should approve the Settlement as fair, reasonable, adequate, and in the best interests of the Class; (iii) determine whether the Court should enter an Order and Final Judgment pursuant to the Stipulation; (iv) consider the application of Current Counsel for an award of attorneys fees and expenses; (v) hear and determine any objections to the Settlement, final certification of the Class, or the application of Current Counsel for an award of attorneys fees and expenses; and (vi) hear such other matters as the Court may deem appropriate. The Court has reserved the right to adjourn the Settlement Hearing or any adjournment thereof, including the consideration of the application for attorneys fees and expenses, without further notice of any kind other than oral announcement at the Settlement Hearing or at any adjournment thereof. The Court also has reserved the right to approve the Settlement at or after the Settlement Hearing with such modification(s) as may be consented to by the parties as provided for in the Stipulation and without further notice to the Class. IX. YOUR RIGHT TO APPEAR AND OBJECT AT THE SETTLEMENT HEARING Any member of the Class who (a) objects to (i) the Settlement, (ii) the final certification of the Class, (iii) the adequacy of representation by Plaintiffs and Current Counsel, (iv) the Order and Final Judgment to be entered in the Action, and/or (v) Current Counsel s application for attorneys fees and expenses, or (b) otherwise wishes to be heard, may appear in person or through counsel at the Settlement Hearing. If you wish to do so, however, you must, not later than 14 calendar days prior to the Settlement Hearing (unless the Court in its discretion shall otherwise direct for good cause shown), file with the Register in Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, Delaware, (i) a written notice of intention to appear; (ii) proof of membership in the Class; (iii) a statement of your objections to any matters before the Court; and (iv) the grounds thereof or the reasons for your desiring to appear and be heard, as well as any documents or writings you desire the Court to consider. Additionally, on or before the date you file such papers, you must serve them by hand or overnight courier upon each of the following attorneys of record to be received no later than Monday June 15, 2009 Paul A. Fioravanti, Jr., Esq. PRICKETT, JONES & ELLIOTT, P.A King Street PO Box 1328 Plaintiffs Delaware Liaison Counsel M. Duncan Grant PEPPER HAMILTON LLP Hercules Plaza, Suite North Market Street PO Box 1709 Counsel for TD Banknorth Inc. Anne C. Foster RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street PO Box 551 Counsel for Defendants The Toronto-Dominion Bank, William J. Ryan, William E. Bennett, W. Edmund Clark, Bharat B. Masrani, and Wilbur J. Prezzano Bradley W. Voss POTTER ANDERSON & CORROON LLP Hercules Plaza, Sixth Floor 1313 North Market Street PO Box 951 Counsel for Defendants Robert G. Clarke, P. Kevin Condron, John O. Drew, Brian M. Flynn, Joanna T. Lau, Dana S. Levenson, Steven T. Martin, John M. Naughton, Irving E. Rogers III, David A. Rosow, Curtis M. Scribner, Peter G. Vigue, and Gerry S. Weidema Any member of the Class who does not object to the Settlement, the final certification of the Class, the adequacy of representation by Plaintiffs and Class Counsel, and/or Current Counsel s request for an award of attorneys fees or expenses need not do anything at this time. Unless the Court otherwise directs, no person will be entitled to object to the approval of the Settlement, the final certification of the Class, the adequacy of representation by Plaintiffs and Current Counsel, or Current Counsel s request for an award of attorneys fees or expenses, or otherwise be heard, except by serving and filing written objections as described above. Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including the right to appeal) and will forever be barred from raising such objections as described above in this or any other action or proceeding. X. ORDER AND FINAL JUDGMENT OF THE COURT If the Court determines that the Settlement, as provided for in the Stipulation, is fair, reasonable, adequate, and in the best interests of the Class, the parties will ask the Court to enter an Order and Final Judgment, which will, among other things a. Determine that the Action was properly maintained as a class action and make final the Court s prior certification of the Class pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); b. Approve the Settlement and adjudge the terms thereof to be fair, reasonable, adequate, and in the best interests of the Class, pursuant to Court of Chancery Rule 23(e); Questions? Call or visit TDBanknorthShareholdersLitigation.com Page 5 of 6

6 XI. c. Authorize and direct the performance of the Settlement in accordance with its terms and conditions; d. Rule on Current Counsel s application for an award of attorneys fees and expenses; e. Reserve jurisdiction over any matters relating to the implementation and enforcement of the Settlement, as well as any disputes concerning the Stipulation and any issues regarding distribution and administration of the Settlement Fund; f. Determine that the requirements of the Court of Chancery rules and due process have been satisfied in connection with notice to the Class; g. Dismiss the Action with prejudice on the merits and release all Defendants and all Released Persons from the Settled Claims; and h. Release Plaintiffs, the Class, and Current Counsel from all claims by Defendants or the Released Persons arising out of or related to the initiation, litigation, and resolution of the Action, except any claims to enforce the Settlement. NOTICE TO PERSONS OR ENTITIES HOLDING OWNERSHIP ON BEHALF OF OTHERS Brokerage firms, banks, and/or other persons or entities who held shares of TD Banknorth common stock for the benefit of others are directed promptly to send this Notice to all of their respective beneficial owners. If additional copies of the Notice are needed for forwarding to such beneficial owners, any requests for such additional copies may be made to the Fund Administrator TD BANKNORTH SHAREHOLDERS LITIGATION FUND ADMINISTRATOR ATTENTION FULFILLMENT DEPARTMENT C/O A.B. DATA, LTD WEST HOPKINS STREET PO BOX MILWAUKEE, WI within the United States and Canada outside the United States and Canada fax fulfillment@abdata.com abdataclassaction.com XII. SCOPE OF THE NOTICE This Notice is not all-inclusive. The references in this Notice to the pleadings in the Action, the Stipulation, and other papers and proceedings are only summaries and do not purport to be comprehensive. For the full details of the Action, the claims that have been asserted by the parties, and the terms and conditions of the Settlement, including a complete copy of the Stipulation, members of the Class are referred to the Court s files in the Action. You or your attorney may examine the Court s files during regular business hours of each business day at the office of the Register in Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, Delaware. Questions or comments may be directed to the attorneys listed in Section VII above. DO NOT WRITE OR TELEPHONE THE COURT. DATED APRIL 23, 2009 BY ORDER OF THE COURT /s/ QUESTIONS? CALL OR VISIT TDBANKNORTHSHAREHOLDERSLITIGATION.COM PAGE 6 of 6

7 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE TD BANKNORTH SHAREHOLDERS LITIGATION Consolidated C.A. No VCL IDENTIFICATION FORM FOR PARTIES THAT DID NOT SURRENDER SHARES PURSUANT TO THE APRIL 20, 2007 MERGER If you surrendered your TD Banknorth shares and received the merger consideration payment for these shares, you will be issued a payment from the Net Settlement Fund without any further action being taken; please do not file an Identification Form (ID Form). Claim information for all parties that surrendered their shares and received the merger consideration has been provided to the Fund Administrator already. If you are not sure if you surrendered your shares, you may call the Fund Administrator at to determine if all necessary information has been provided from the merger exchange. Please complete this ID Form to identify yourself to the Fund Administrator ONLY if you DID NOT SURRENDER YOUR SHARES AND RECEIVE PAYMENT OF THE MERGER CONSIDERATION following the completion of the merger on April 20, The undersigned submits this ID Form in order to identify himself/herself/itself to the Fund Administrator as a shareholder of record of TD Banknorth common stock on April 20, 2007, who did not surrender his/her/its shares of TD Banknorth common stock pursuant to the April 20, 2007 merger. This ID Form must contain the name, address, and Social Security number of the beneficial owner. In addition, to the extent known, you should provide the quantity of shares and the stock certificate numbers (if shares were held in certificate form; if shares were held through a brokerage account certificate numbers would not be needed). You must sign the ID Form in the space provided in order to make a valid claim. Please also provide your brokerage statement for April 2007 or a letter from your bank, broker, or other nominee indicating the quantity of shares held as of April 20, 2007, if you did not hold shares in certificate form. If you held shares in certificate form, you may be contacted for further verifying information. If you did not surrender shares, in order to be eligible for any potential payment, you must complete this ID Form as instructed and mail the ID Form to TD Banknorth Shareholders Litigation, Fund Administrator, c/o A.B. Data, Ltd., PO Box , Milwaukee, WI The completed and signed form must be postmarked on or before June 15, If you do not fully complete, sign, and send the ID Form postmarked on or before June 15, 2009, you will not receive any payment you might otherwise be entitled to receive, but you will still be bound by the terms of the Stipulation. LAST NAME (BENEFICIAL OWNER) IDENTIFICATION INFORMATION FIRST NAME (BENEFICIAL OWNER) STREET ADDRESS CITY STATE ZIP CODE SOCIAL SECURITY NUMBER OR EMPLOYER IDENTIFICATION NUMBER (AS APPLICABLE) QUANTITY OF SHARES STOCK CERTIFICATE NUMBER(S) APPLICABLE ONLY FOR SHARES HELD IN CERTIFICATE FORM Signature of Claimant or Claimant s Representative Date (mm/dd/yyyy)