Banknorth Shareholders Approve Acquisition By TD

Banknorth Group and TD Bank Financial Group announced that Banknorth shareholders approved the proposed acquisition by TDBFG of 51% of the outstanding shares of Banknorth.

“This is a great day for Banknorth shareholders, customers and employees,” said Bill Ryan, Banknorth’s Chairman, President and Chief Executive Officer. “With TDBFG as our majority shareholder, we now have greater resources to continue with our growth strategy in New England and beyond.”

The transaction is expected to close on or about March 1, 2005, pending final regulatory approval. In connection with the transaction, Banknorth will change its name to TD Banknorth and will reincorporate in Delaware. TD Banknorth Inc. will continue to be listed on the NYSE under the symbol “BNK”.

“We’re pleased that Banknorth’s shareholders recognized the long-term potential that we believe this transaction creates,” said Ed Clark, TD Bank Financial Group President and CEO. “We’re delighted to have Banknorth join the TDBFG family and look forward to working with Banknorth to create value for shareholders and grow TD Banknorth in the coming years.”

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