Corporate Governance Guidelines

Responsibilities of the Board of Directors

The business and affairs of TD Banknorth is managed by or under the direction of the Board of Directors of TD Banknorth. The Board of Directors selects the Chief Executive Officer (the "CEO") and, after consultation with the CEO, certain other members of the senior executive management of TD Banknorth, who are charged with directing TD Banknorth's business. The Board of Directors has delegated to the CEO, working with the other executive officers of TD Banknorth, the authority and responsibility for managing the business of TD Banknorth in a manner consistent with the standards of TD Banknorth, and in accordance with any specific plans, instructions or directions of the Board. The primary function of the Board is oversight – defining and enforcing standards of accountability that enable executive management to perform their responsibilities fully and in the interests of its parent company, customers and employees. The primary responsibilities of the Board are to:

• evaluate the performance of TD Banknorth and the CEO by (among other things): (i) overseeing the conduct of TD Banknorth's business and evaluating whether it is being effectively managed; (ii) scheduling meetings of the non-employee directors without the presence of management; (iii) selecting, regularly evaluating and planning for the succession of the CEO and such other members of senior executive management as the Board deems appropriate; and (iv) establishing the compensation of the CEO;
• review TD Banknorth's strategic plans and objectives;
• evaluate TD Banknorth's exposure to risk through the Board Risk Committee of TD Bank, N.A. and review measures to address and mitigate such risks;
• provide advice and counsel to the CEO and other senior executive officers;
• assist management in the oversight of compliance by TD Banknorth with applicable laws and regulations, primarily through the Board Risk and Audit Committees;
• oversee executive management with a goal of ensuring that the assets of TD Banknorth are safeguarded through the maintenance of appropriate accounting, financial and other controls;
• appoint the members of and oversee the Board committees established to execute those responsibilities delegated by the Board;
• establish the form and amount of compensation for directors upon the recommendations of the Human Resources and Compensation Committee; and,
• evaluate the overall effectiveness of the Board and its committees.

In discharging their responsibilities, directors must exercise their business judgment to act in a manner that they believe in good faith is in the best interests of TD Banknorth and its parent company.