THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

TD Banknorth Inc. (BNK)

3/30/2006 Proxy Information

Indebtedness of Directors and Management and Certain Transactions

Our directors, officers and employees are permitted to borrow from TD Banknorth, N.A. in accordance with the requirements of federal and state law. All loans made by TD Banknorth, N.A. to directors and executive officers or their related interests have been made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. We believe that at the time of origination these loans neither involved more than the normal risk of collectibility nor presented any other unfavorable features.

In connection with our acquisition of CCBT, we entered into a consulting agreement with Mr. Drew, who was Chairman of CCBT. Pursuant to this agreement, Mr. Drew is obligated to provide specified consulting services to us for a five-year period following completion of our acquisition of CCBT on April 30, 2004 in consideration for a consulting fee of $90,000 per annum. Pursuant to the terms of this agreement, the remaining amount due Mr. Drew under this agreement, which amounted to $360,000, was paid to him following completion of the acquisition on March 1, 2005.

The law firm of Crockett, Philbrook & Crouch, P.A., of which Mr. Philbrook is President, provides legal services to TD Banknorth, N.A. from time to time in the ordinary course of business. The services of Mr. Philbrook’s law firm to TD Banknorth, N.A. are solely as a result of it being selected from a number of available law firms by residential mortgage loan applicants to TD Banknorth, N.A. for a single-family residential loan in connection with the obtainment of title insurance for the proposed security property. The fees for such services are paid by the borrower and not TD Banknorth, N.A. and amounted to approximately $6,900 during Mr. Philbrook’s law firm’s most recent fiscal year.

TD Banknorth has a sponsorship at Oxford Speedway, of which Mr. Ryan’s son is the owner and operator. Payments pursuant to that sponsorship related to the “TD Banknorth 250” race at this speedway and amounted to approximately $78,000 in 2005.

In December 2003, Minot Avenue Properties, LLC, which is owned by Ms. Mitchell’s husband, purchased a storage facility which had been leased by TD Banknorth, N.A. for many years. Payments by TD Banknorth, N.A. pursuant to the lease amounted to $145,000 in 2005.

We believe that the foregoing transactions are on terms which would be made to non-affiliated parties and are in the best interest of our stockholders.

Transactions with The Toronto-Dominion Bank

As of March 17, 2006, The Toronto-Dominion Bank beneficially owned approximately 55.8% of our common stock. TD Banknorth and its affiliates participate in various transactions with The Toronto-Dominion Bank. Transactions involving TD Banknorth, N.A. and its nonbanking affiliates (including TD Banknorth and The Toronto-Dominion Bank) are subject to review by regulatory authorities and are required to be on terms at least as favorable to TD Banknorth, N.A. as those prevailing at the time for similar non-affiliate transactions.

Interest Rate Swap Agreements. During 2005, we entered into interest rate swap agreements with The Toronto-Dominion Bank related to certain commercial and consumer loans. At December 31, 2005, the aggregate notional amount of such interest rate swap agreements was $579.8 million, and for the year ended December 31, 2005, we recorded $11.2 million of income, pre-tax, on interest rate swap agreements.

Foreign Exchange Activities. We entered into foreign exchange forward contracts and foreign exchange spot contracts with TD Securities Inc., a wholly-owned subsidiary of The Toronto-Dominion Bank, to offset our exposure to customer foreign exchange forward and spot contracts. At December 31, 2005, the notional amount of foreign exchange forward contracts with TD Securities was $39.6 million, and for the year ended December 31, 2005, we recorded $430,000 of income on such contracts.

Stewardship Agreement. We and The Toronto-Dominion Bank have entered into a Stewardship Agreement under which we are reimbursed for the cost of certain services provided by us for the benefit of The Toronto-Dominion Bank. Services covered by the Stewardship Agreement include participation in senior management meetings and strategic planning sessions of The Toronto-Dominion Bank, monthly financial reporting in formats of The Toronto-Dominion Bank, corporate rebranding, BASEL II planning, monitoring of compliance of intercompany activities and assistance in various corporate initiatives with The Toronto-Dominion Bank. We bill The Toronto-Dominion Bank monthly under the Stewardship Agreement. For the year ended December 31, 2005, we received payments of $6.0 million under this agreement.

Referral Fees. We and The Toronto-Dominion Bank have entered into referral fee arrangements under which The Toronto-Dominion Bank pays us for the referral of new business and/or potential customers, primarily in the areas of trade finance, foreign exchange, large corporate loans and import/export letters of credit. For the year ended December 31, 2005, we received referral fees of approximately $2.9 million from The Toronto-Dominion Bank.

Line of Credit. TD Banknorth maintains a $110 million line of credit with The Toronto-Dominion Bank at prevailing market terms and conditions. There have been no draws on this line of credit since its inception.

Naming Rights Agreement. In March 2005, we entered into an agreement for the exclusive naming rights to the Boston Garden, the home of the Boston Celtics and the Boston Bruins. Under the agreement, the official name of the arena became “TD Banknorth Garden” on July 1, 2005 for a 20-year term ending on June 30, 2025. In exchange for the naming, advertising and other benefits under the agreement, we agreed to pay an initial fee of $1.1 million and an annual fee of $5.9 million and committed to spend $1.5 million (each to be adjusted for inflation) each year in marketing and promoting the arena. The Toronto-Dominion Bank is a formal party to the agreement and has agreed to pay 50% of each of the initial fee and annual fee.

Subordinated Debt Offering. In September 2005, TD Banknorth, N.A. issued subordinated notes denominated in Canadian currency totaling $270 million (or approximately $229 million in U.S. dollars), which are guaranteed by The Toronto-Dominion Bank. TD Securities served as placement agent for the offering of the notes, receiving a fee of 0.45% of the aggregate principal amount, or CDN$1.22 million. The notes were purchased by several unaffiliated institutional investors in Canada. The Canada Trust Company, a wholly-owned subsidiary of The Toronto-Dominion Bank, is the issuing and paying agent, note registrar and calculation agent for the notes. Simultaneous with the issuance of the notes, we synthetically converted the subordinated debt into U.S. dollars with a fixed rate of 5.05% for the initial 12-year period through a cross-currency swap agreement with TD Securities.

Total Return Swap Agreement. In December 2005, we and The Toronto-Dominion Bank entered into an equity total return swap that matures on March 1, 2008. This swap will return to us the change in price on 509,809 common shares of The Toronto-Dominion Bank on the NYSE less the cost to carry these shares, which is equal to three month LIBOR less The Toronto-Dominion Bank quarterly dividend. This swap hedges the restricted share units tied to the price of The Toronto-Dominion Bank common shares granted by us under the Restricted Share Unit Plan on March 1, 2005 and described under “— Employment and Retention Agreements”.

4/20/2005 Proxy Information

Our directors, officers and employees are permitted to borrow from our banking subsidiary in accordance with the requirements of federal and state law. All loans made by our banking subsidiary to directors and executive officers or their related interests have been made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. We believe that at the time of origination these loans neither involved more than the normal risk of collectibility nor presented any other unfavorable features.

In connection with our acquisition of CCBT Financial Companies, Inc. (“CCBT”), we entered into a consulting agreement with John Otis Drew, Chairman of CCBT. Pursuant to this agreement, Mr. Drew will provide specified consulting services to us for a five-year period following completion of our acquisition of CCBT on April 30, 2004 in consideration for a consulting fee of $90,000 per annum. Pursuant to the terms of this agreement, the remaining amount due Mr. Drew under this agreement, which amounted to $360,000, was paid to him following the acquisition.

The law firm of Crockett, Philbrook & Crouch, P.A., of which Malcolm W. Philbrook, Jr. is a partner, provides legal services to Banknorth, N.A. from time to time in the ordinary course of business. The services of Mr. Philbrook’s law firm to Banknorth, N.A. are solely as a result of it being selected from a number of available law firms by residential mortgage loan applicants to Banknorth, N.A. for a single-family residential loan in connection with the obtainment of title insurance for the proposed security property. The fees for such services are paid by the borrower and not Banknorth, N.A. and amounted to $16,670 during Mr. Philbrook’s law firm’s most recent fiscal year.

TD Banknorth has a sponsorship at Oxford Speedway, of which Mr. Ryan’s son is the owner and operator. Payments pursuant to that sponsorship related to the “Banknorth 250” race at this speedway and amounted to $75,000 in 2004.

In December 2003, Minot Avenue Properties, LLC, which is owned by Carol L. Mitchell’s husband, purchased a storage facility which had been leased by Banknorth, N.A. for many years. Payments by Banknorth, N.A. pursuant to the lease amounted to $111,000 in 2004.

We believe that the foregoing transactions are on terms which would be made to non-affiliated parties and are in the best interest of our stockholders.

3/17/2004 Proxy Information

Our directors, officers and employees are permitted to borrow from our banking subsidiary in accordance with the requirements of federal and state law. All loans made by our banking subsidiary to directors and executive officers or their related interests have been made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. We believe that at the time of origination these loans neither involved more than the normal risk of collectibility nor presented any other unfavorable features.

The law firm of Crockett, Philbrook & Crouch, P.A., of which Malcolm W. Philbrook, Jr. is a partner, provides legal services to Banknorth, N.A. from time to time in the ordinary course of business. The services of Mr. Philbrook’s law firm to Banknorth, N.A. are solely as a result of it being selected from a number of available law firms by residential mortgage loan applicants to Banknorth, N.A. for a single-family residential loan in connection with the obtainment of title insurance for the proposed security property. The fees for such services are paid by the borrower and not Banknorth, N.A. and amounted to $20,490 during Mr. Philbrook’s law firm’s most recent fiscal year.

Banknorth has a sponsorship at Loudon International Speedway, of which Gary G. Bahre is the president and chief executive officer and a significant stockholder. In addition, Banknorth, N.A. leases a large branch office located in Oxford, Maine from Mr. Bahre’s father. Payments pursuant to this lease amounted to $180,000 in 2003.

We believe that the foregoing transactions are on terms which would be made to non-affiliated parties and are in the best interest of our stockholders.

Paul R. Shea was Chief Executive Officer and President of Bank of New Hampshire from 1991 until its acquisition by Banknorth Group in 1996.

3/18/2003 Proxy Information

The law firm of Crockett, Philbrook & Crouch, P.A., of which Malcolm W. Philbrook, Jr. is a partner, provides legal services to Banknorth, N.A. from time to time in the ordinary course of business. Hackett & Co., of which Luther F. Hackett is a principal, provides employee benefit plan record keeping services from time to time to Banknorth, N.A. in the ordinary course of business.

Banknorth, N.A. advertises in the newspapers owned by Irving E. Rogers, III and has a sponsorship at Loudon International Speedway, of which Gary G. Bahre is the president and chief executive officer.

Hackett, Valine and MacDonald, an insurance brokerage company located in Vermont, of which Luther F. Hackett, a current director of Banknorth, is president and a principal, is engaged in a joint marketing agreement with Morse Payson & Noyes Insurances, a wholly-owned subsidiary of Banknorth, N.A.

Pizzagalli Construction Company, owned by Angelo Pizzagalli, provides general services to Banknorth, N.A. from time to time in the ordinary course of business. During 2002, Banknorth, N.A. pledged an aggregate of $250,000 in contributions to the University of Southern Maine Foundation.

Colleen Khoury is the Dean of the University of Maine School of Law, which is an affiliate of the University of Southern Maine. The foregoing arrangements were entered into by Banknorth, N.A. in the ordinary course of business.

Paul R. Shea was Chief Executive Officer and President of Bank of New Hampshire from 1991 until its acquisition by Banknorth Group in 1996.