Corporate Governance Guidelines

A. Attendance
Directors are expected to attend all or substantially all Board meetings and meetings of the Committees of the Board on which they serve. Directors are also expected to spend the necessary time to discharge their responsibilities appropriately and to ensure that other existing or future commitments do not materially interfere with their responsibilities as members of the Board. If a director has existing or future commitments that interfere with his/her responsibility as a member of the Board, such director shall resign immediately.

B. Board Meetings

1. Frequency and Conduct of Meetings
   The Board of Directors shall meet at least five times a year. Additional meetings may be scheduled as necessary or appropriate. The Chairman, in consultation with the Lead Director(s), shall prepare an annual schedule of meetings for the Board of Directors and the standing Committees to be distributed in December for the following year.

   The Chairman shall chair all meetings of the Board of Directors, except those portions of the meeting which are attended only by the non-employee directors of the Board.

   Non-employee directors shall meet in executive session with the CEO at least annually to discuss matters relating to management succession and development and to evaluate members of executive management in accordance with Section VIII of these Guidelines. In addition, non-employee directors meet in executive session without the Chairman and the CEO at the end of each regularly-scheduled meeting. At one of these sessions, the agenda for the meeting shall include an evaluation of the performance of the CEO and the approval of his compensation, which shall be recommended to the full Board by the Human Resources and Compensation Committee and communicated to the CEO by the Chairman of the Human Resources and Compensation Committee. Upon reasonable notice to the other non-employee directors, any non-employee director may call for an executive session, with or without the presence of the Chairman or any member of executive management, if he or she deems such action necessary or appropriate. In such circumstances, the outside director calling the executive session shall consult with the Lead Director(s) as to the time, location and agenda for the executive session. When meeting without the Chairman and the CEO, any item proposed by any outside director may be included on the agenda upon reasonable prior notice to the Lead Director(s).

2. Agenda
   To the extent practicable, the schedule of annual meetings shall reflect agenda subjects that are generally of a recurring nature and are expected to be discussed during the year. Certain matters shall be addressed by the Board of Directors at least annually. These matters include a review of: (i) TD Banknorth's strategic plan and the principal current and future risk exposure of TD Banknorth; (ii) TD Banknorth's strategic objectives; (iii) TD Banknorth's business and financial performance for the prior year, including a review of the achievement of strategic objectives; (iv) TD Banknorth's compliance with applicable law; (v) the annual review of the CEO; and, (vi) the annual report of the evaluation of the Board.

   The Chairman and the CEO shall establish an agenda for each meeting of the Board of Directors, which may include matters additional to those contemplated by the annual schedule of meetings of the Board of Directors. Directors may suggest the addition of any matter to a meeting agenda. Each Director also may raise at any meeting or executive session any subject that is not on the agenda for that meeting or executive session.

3. Information to be Distributed Prior to Meetings
   When practicable, the Board shall receive prior to any meeting information necessary to inform the directors about TD Banknorth's business, performance and prospects and recommendations for action by the Board. Such information shall be relevant, concise and timely. A request for action by the Board of Directors shall include the summary recommendation of management and be accompanied by any historical or analytical data that may be necessary or useful to the directors in making a determination on that matter.

4. Presentations
   Materials for presentations on specific subjects generally shall be sent to Board members in advance so that the Board's meeting time may be conserved and discussion time focused on questions that directors may have. Where time or circumstances prohibit advance delivery of materials, the Chairman of the Board or his or her designee shall list the item and all related issues on the agenda and note that related materials will not be mailed in advance of the meeting, but that the matter will be presented and discussed at the meeting.

5. Quorum; Board Action; Resolutions
   Under the terms of the Certificate of Incorporation and the Stockholders Agreement:
   • a quorum for any meeting of the Board of Directors will require the presence of a majority of the total number of directors then constituting the Board of Directors; and

   • any determination or other action of or by the Board of Directors (other than action by unanimous written consent in lieu of a meeting) will require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of the directors present at that meeting.

C. Committees of the Board

1. Committee Structure
   There are currently two standing committees of the Board of Directors of TD Banknorth: Audit and Human Resources and Compensation. There are two standing committees of the Board of Directors of TD Bank, N.A.: Board Risk and Trust. From time to time, the Board may designate ad hoc committees in conformity with the Bylaws. Each standing committee has the authority and responsibilities established by TD Banknorth's Bylaws, Board resolutions, applicable laws and regulations, and any applicable charters. The Board of Directors has the authority to disband any ad hoc or standing committee when it deems it appropriate to do so, provided that TD Banknorth at all times shall have an Audit Committee and such other committees as may be required by applicable laws and regulations.

   Committees and their Chairpersons are appointed by the Board of Directors annually at the organizational meeting of the Board of Directors. The Board's policy is that, with the exception of the Board Risk and Trust Committees, only independent directors may serve on the standing committees. The members of the Audit and Human Resources and Compensation Committees shall at all times meet the independence and other requirements of applicable laws and regulations and these Corporate Governance Guidelines. In appointing committee members, the Board shall consider rotating membership from time to time in accordance with recommendations by the Human Resources and Compensation.

   Each standing committee has a written charter, which shall be approved by the full Board of Directors and state the purpose of the committee. Committee charters shall be reviewed annually to reflect the activities of each of the respective committees, changes in applicable laws, regulations or listing standards and other relevant considerations. Proposed revisions to such charters shall be approved by the full Board of Directors.

2. Committee Meetings
   The Chairpersons of the various committees, in consultation with their committee members, shall determine the frequency and length of committee meetings. The Chairperson of each committee shall establish the agenda for each committee meeting. Committee members and other directors may suggest the addition of any matter to the agenda for any committee meeting upon reasonable notice to the committee Chairperson.

   To the extent practicable, information regarding matters to be considered at a committee meeting shall be distributed to committee members a reasonable period of time before the meeting. Each committee Chairperson shall designate an individual of his or her choice to act as Secretary at, and to record the minutes of, a committee meeting. The Chairperson of each committee shall report on the activities of the committee to the Board of Directors following committee meetings, and minutes of committee meetings shall be distributed to all directors.

D. Compensation of the Board of Directors
The compensation of directors who are not employees of TD Banknorth or TD shall be determined annually by the Board of Directors acting upon recommendation of the Human Resources and Compensation Committee, which may obtain the advice of such experts as the Committee deems appropriate. Compensation may be paid in the form of cash and/or equity interests in TD or such other forms as the Board deems appropriate and shall be at levels that are consistent with those in effect for directors of similarly-situated businesses. Separate compensation may be provided to members of committees of the Board and additional compensation may be provided to the Chairs of committees and to Lead Director(s). Directors who are also TD Banknorth or TD employees shall not receive any additional compensation for their service as directors.