X0202 4 2005-10-26 0 0001304994 TD BANKNORTH INC. BNK 0000947263 TORONTO DOMINION BANK TD TOWER 12TH FLOOR 55 KING STREET WEST P O BOX 1 TORONTO, ONTARIO M5K1A2 0 0 1 0 Common stock, par value $0.01 per share 2005-10-18 4 J 0 25 A 96105389 D Due to a clerical error, the number of outstanding shares of TD Banknorth common stock on which the issuance of shares to The Toronto-Dominion Bank ("TD") on March 1, 2005 was based (in connection with the closing of the acquisition by TD of 51% of the outstanding shares of TD Banknorth common stock on that date) did not include 49 shares of common stock of Banknorth Group, Inc. ("Banknorth Group"), the predecessor to TD Banknorth, owned by a former shareholder of Banknorth Group. In order to correct the clerical error, TD Banknorth issued an additional 49 shares of its common stock, of which 51% or 25 shares of TD Banknorth common stock, were issued directly to TD and the balance to the former shareholder. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated August 25, 2004, among TD, Banknorth Group, TD Banknorth and Berlin Merger Co., each holder of Banknorth Group common stock received a package of consideration consisting of: a number of TD common shares equal to 0.2351 multiplied by the number of shares of Banknorth Group common stock held by such holder, plus cash in lieu of any fractional share interest; an amount in cash equal to $12.24 multiplied by the number of shares owned by such holder; and a number of shares of TD Banknorth common stock equal to 0.49 multiplied by the number of shares owned by such holder, plus cash in lieu of any fractional share interest. As part of the merger consideration received by the former shareholder of Banknorth Group, TD paid such holder 11 TD common shares and approximately $621 for the cash portion of the merger consideration and the cash in lieu of fractional shares. Christopher A. Montague, Executive Vice President and General Counsel 2005-10-28