Common use of Election Procedures Clause in Contracts

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Hxxxxx United and TD Banknorth shall mutually agree (the “Election Form”), no later than 15 Business Days prior to the anticipated Effective Time or on such earlier date as TD Banknorth and Hxxxxx United may mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United Common Stock as of five Business Days prior to the Mailing Date (the “Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Hxxxxx United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”). Each Election Form shall permit each holder of record of Hxxxxx United Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United Stock Election Shares”) and (ii) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”). Any holder of Hxxxxx United Common Stock who fails properly to submit an Election Form on or before the Election Deadline in accordance with the procedures set forth in this Section 3.2 or shall have acquired shares of Hxxxxx United Common Stock after the Secondary Election Form Record Date shall be deemed to hold Hxxxxx United Stock Election Shares.

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing CoBancorp Common Stock ("CoBancorp Certificates") shall pass, only upon proper delivery of such CoBancorp Certificates to an exchange agent designated by FirstMerit (the "Exchange Agent"), ) in such form as Hxxxxx United FirstMerit and TD Banknorth the CoBancorp shall mutually agree (the “"Election Form”), no later than 15 Business Days ") shall be mailed 25 days prior to the anticipated Effective Time or on such earlier other date as TD Banknorth the CoBancorp and Hxxxxx United may FirstMerit shall mutually agree (the “"Mailing Date”") to each holder of record of Hxxxxx United CoBancorp Common Stock as of five Business Days business days prior to the Mailing Date (the “"Election Form Record Date”"). FirstMerit shall determine the anticipated Effective Time (the "Anticipated Effective Time") in its sole discretion and the failure of the Effective Time to occur at the Anticipated Effective Time for purposes of this Section 2.2 shall not affect the time periods which are established for purposes of these election procedures. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of CoBancorp Common Stock to elect to receive only FirstMerit Common Stock with respect to such holder's CoBancorp Common Stock ("Stock Election Shares"), providedto elect to receive only cash with respect to such holder's CoBancorp Common Stock ("Cash Election Shares"), howeverto elect to receive FirstMerit Common Stock with respect to those shares of CoBancorp Common Stock designated by the holder as Stock Election Shares and cash with respect to the holder's remaining shares of CoBancorp Common Stock or to indicate that such holder makes no election ("No Election Shares"). For purposes of this Section 2.2, that Dissenting Shares shall be treated as Cash Election Shares but shall not be converted into the Per Share Stock Consideration or the Per Share Cash Consideration except as provided in Section 2.6. Any shares of CoBancorp Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m. on the 20th day following the Mailing Date (or such other time and date as FirstMerit and the CoBancorp may mutually agree) (the "Election Deadline") shall be deemed to be "No Election Shares." FirstMerit shall promptly make available one or more Election Forms need not as may be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to reasonably requested by all Persons persons who become record holders (or beneficial owners) of Hxxxxx United CoBancorp Common Stock between the Election Form Record Date and the close of business on the fifth Business Day business day prior to the Election Deadline (Deadline, and CoBancorp shall provide to the “Secondary Exchange Agent all information reasonably necessary for it to perform as specified herein. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form Record Date”)by the Election Deadline. Each An Election Form shall permit each holder be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of record such certificates or the guaranteed delivery of Hxxxxx United such certificates) representing all shares of the CoBancorp Common Stock (or covered by such Election Form, together with duly executed transmittal materials included in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United Stock Election Shares”) and (ii) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”)Form. Any holder of Hxxxxx United Common Stock who fails properly Election Form may be revoked or changed by the person submitting such Election Form at or prior to submit the Election Deadline. In the event an Election Form on or before is revoked prior to the Election Deadline in accordance with Deadline, the procedures set forth in shares of CoBancorp Common Stock represented by such Election Form shall become No Election Shares and FirstMerit shall cause the certificates representing CoBancorp Common Stock to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Section 3.2 or Agreement and of the Election Form, the Exchange Agent shall have acquired shares reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Hxxxxx United Common Stock after the Secondary Election Form Record Date Exchange Agent regarding such matters shall be deemed binding and conclusive. Neither FirstMerit nor the Exchange Agent shall be under any obligation to hold Hxxxxx United Stock notify any person of any defect in an Election SharesForm.

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”), ) in such form as Hxxxxx United Company and TD Banknorth Buyer shall mutually agree (the “Election Form”), shall be mailed no later more than 15 forty (40) and no less than twenty (20) Business Days prior to the anticipated Effective Time or on such earlier date as TD Banknorth and Hxxxxx United may mutually agree Election Deadline (the “Mailing Date”) to each holder of record of Hxxxxx United Company Common Stock as of five Business Days prior to the Mailing Date (the “Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Hxxxxx United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”)Stock. Each Election Form shall permit each the holder of record of Hxxxxx United Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); sixty percent (60%) of the total number of shares of Hxxxxx United Company Common Stock which such holder desires issued and outstanding immediately prior to have the Effective Time, excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the right to receive TD Banknorth Stock Consideration and forty percent (40%) of such shares of Company Common Stock as provided herein (the “Hxxxxx United Stock Election Shares”) and (ii) the number of shares of Hxxxxx United Common Stock which such holder desires to have shall be converted into the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”)Consideration. Any A record holder acting in different capacities or acting on behalf of Hxxxxx United Common Stock who fails properly other Persons in any way will be entitled to submit an Election Form on or before the Election Deadline for each capacity in accordance which such record holder so acts with the procedures set forth in this Section 3.2 or shall have acquired shares respect to each Person for which it so acts. Shares of Hxxxxx United Company Common Stock after the Secondary as to which a Cash Election Form Record Date shall be deemed has been made are referred to hold Hxxxxx United herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to the Company (the “Exchange Agent”), ) in such form as Hxxxxx United the Company and TD Banknorth Buyer shall mutually agree (the “Election Form”), shall be mailed no later less than 15 20 Business Days prior to the anticipated Effective Time Closing Date or on such earlier other date as TD Banknorth the Company and Hxxxxx United may Buyer shall mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United Company Common Stock as of five Business Days prior to the Mailing Date (the “Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Hxxxxx United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”). Each Election Form shall permit each the holder of record of Hxxxxx United Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) elect to receive the number Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, 60 percent (60%) of the shares of Hxxxxx United Company Common Stock issued and outstanding immediately prior to Effective Date (which such holder desires to have shall not exceed 16,350,000) (the “Stock Conversion Number”) shall be converted into the right to receive TD Banknorth Stock Consideration and the remaining shares of Company Common Stock as provided herein (the “Hxxxxx United Stock Election Shares”) and (ii) the number of shares of Hxxxxx United Common Stock which such holder desires to have shall be converted into the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”)Consideration. Any A record holder acting in different capacities or acting on behalf of Hxxxxx United Common Stock who fails properly other Persons in any way will be entitled to submit an Election Form on or before the Election Deadline for each capacity in accordance which such record holder so acts with the procedures set forth in this Section 3.2 or shall have acquired shares respect to each Person for which it so acts. Shares of Hxxxxx United Company Common Stock after the Secondary as to which a Cash Election Form Record Date shall be deemed has been made are referred to hold Hxxxxx United herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing Seller Common Stock shall pass, only upon proper delivery of such Certificates cer- tificates to an exchange agent designated by Buyer (the Exchange "Ex- change Agent"), ) in such form as Hxxxxx United Buyer and TD Banknorth Seller shall mutually agree (the “"Election Form”), no later than 15 Business Days ") shall be mailed approximately 25 days prior to the anticipated Effective Time or on such earlier other date as TD Banknorth Buyer and Hxxxxx United may Seller shall mutually agree (the “"Mailing Date”") to each holder of record of Hxxxxx United Seller Common Stock as of five Business Days busi- ness days prior to the Mailing Date (the “"Election Form Record Date”"). Buyer shall determine the anticipated Effective Time (the "Anticipated Effective Time") in its sole discretion and the failure of the Effective Time to occur at the Anticipated Effective Time for purposes of this Section 1.08 shall not af- fect the time periods which are established for purposes of these election procedures. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documenta- tion and instructions) to elect to receive only Buyer Common Stock with respect to such holder's Seller Common Stock ("Stock Election Shares"), providedto elect to receive only cash with respect to such holder's Seller Common Stock ("Cash Election Shares") or to indicate that such holder makes no election ("No Election Shares"). For purposes of this Section 1.08, however, that Dissenting Shares shall be treated as Cash Election Forms need Shares but shall not be mailed prior con- verted into the Per Share Stock Consideration or the Per Share Cash consideration except as provided in Section 1.11. Any Seller Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m. on the 20th day following the Mailing Date (or such other time and date as Buyer and Seller may mutually agree) (the "Election Deadline") shall be deemed to be "No Election Shares." Buyer shall promptly make available an additional Election Form to one or more Elec- tion Forms as may be reasonably requested by all Persons persons who become record holders (or beneficial owners) of Hxxxxx United Seller Common Stock between the Election Form Record Date and the close of business on the fifth Business Day business day prior to the Election Deadline (Deadline, and Seller shall provide to the “Secondary Exchange Agent all information reasonably necessary for it to perform as specified herein. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form Record Date”)by the Election Deadline. Each An Election Form shall permit each holder be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemni- fication regarding the loss or destruction of record such certificates or the guaranteed delivery of Hxxxxx United such certificates) representing all shares of Seller Common Stock (or covered by such Election Form, together with duly executed transmittal materials in- cluded in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United Stock Election Shares”) and (ii) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”)Form. Any holder of Hxxxxx United Common Stock who fails properly Election Form may be revoked or changed by the person submitting such Election Form at or prior to submit the Election Deadline. In the event an Election Form on or before is revoked prior to the Election Deadline in accordance with Deadline, the procedures set forth in shares of Seller Common Stock represented by such Election Form shall become No Election Shares and Buyer shall cause the certificates repre- senting Seller Common Stock to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Elec- tion Form. Subject to the terms of this Section 3.2 or Agreement and of the Election Form, the Exchange Agent shall have acquired shares reasonable discre- tion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Hxxxxx United Common Stock after the Secondary Election Form Record Date Exchange Agent regarding such matters shall be deemed binding and conclusive. Neither Buyer nor the Exchange Agent shall be un- der any obligation to hold Hxxxxx United Stock notify any person of any defect in an Election SharesForm.

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to the Company (the “Exchange Agent”), ) in such form as Hxxxxx United the Company and TD Banknorth Buyer shall mutually agree (the “Election Form”), shall be mailed no later more than 15 forty (40) and no less than twenty (20) Business Days prior to the anticipated Effective Time or on such earlier date as TD Banknorth and Hxxxxx United may mutually agree Election Deadline (the “Mailing Date”) to each holder of record of Hxxxxx United Company Common Stock as of five Business Days prior to the Mailing Date (the “Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Hxxxxx United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”)Stock. Each Election Form shall permit each the holder of record of Hxxxxx United Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, notwithstanding any other provision of this Agreement, sixty percent (60%) of the total number of shares of Hxxxxx United Company Common Stock which such holder desires issued and outstanding immediately prior to have the Effective Time (the “Stock Conversion Number”), shall be converted into the right to receive TD Banknorth Stock Consideration and forty percent (40%) of such shares of Company Common Stock as provided herein (the “Hxxxxx United Stock Election Shares”) and (ii) the number of shares of Hxxxxx United Common Stock which such holder desires to have shall be converted into the right to receive cash Cash Consideration. A record holder acting in different capacities or acting on behalf of other Persons (as provided herein (the “Hxxxxx United Cash Election Shares”). Any holder of Hxxxxx United Common Stock who fails properly defined in Section 9.2) in any way will be entitled to submit an Election Form on or before the Election Deadline for each capacity in accordance which such record holder so acts with the procedures set forth in this Section 3.2 or shall have acquired shares respect to each Person for which it so acts. Shares of Hxxxxx United Company Common Stock after the Secondary as to which a Cash Election Form Record Date shall be deemed has been made are referred to hold Hxxxxx United herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to certificates evidencing shares of Company Common Stock (the Certificates "Certificates") shall pass, only upon proper delivery of such Certificates to an unaffiliated bank or trust company designated by Parent and reasonably satisfactory to the Company (the "Exchange Agent"), ) in such form as Hxxxxx United the Company and TD Banknorth Parent shall mutually agree (the “"Election Form”"), shall be mailed no later than 15 Business Days days prior to the anticipated Effective Time or on such earlier date as TD Banknorth Parent and Hxxxxx United the Company may mutually agree (the “"Mailing Date”") to each holder of record of Hxxxxx United Company Common Stock as of five Business Days prior to the Mailing Date (the “"Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Hxxxxx United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”"). Each Election Form shall permit each holder of record of Hxxxxx United Company Common Stock as of the Election Form Record Date (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) elect to receive the Cash Consideration for all of such holder's shares (a "Cash Election"), (ii) elect to receive the Stock Consideration for all of such holder's shares (a "Stock Election"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election") or (iv) make no election the receipt of the Cash Consideration or the Stock Consideration (a "Non-Election"), provided that, notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 3.02, 50% of the total number of shares of Hxxxxx United Company Common Stock which such holder desires to have issued and outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the "Stock Conversion Number"), shall be converted into the right to receive TD Banknorth Stock Consideration and the remaining outstanding shares of Company Common Stock shall be converted into the Cash Consideration. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by that Representative for a particular beneficial owner. Shares of Company Common Stock as provided to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." Shares of Company Common Stock as to which a Stock Election has been made (the “Hxxxxx United including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares”) and (ii) the ." Shares of Company Common Stock as to which no election has been made are referred to herein as "Non-Election Shares." The aggregate number of shares of Hxxxxx United Company Common Stock with respect to which such holder desires a Stock Election has been made is referred to have converted into herein as the right to receive cash as provided herein (the “Hxxxxx United Cash "Stock Election Shares”). Number." Any holder of Hxxxxx United Common Stock who fails properly to submit an Election Form on or before the Election Deadline in accordance with the procedures set forth in this Section 3.2 or shall have acquired shares of Hxxxxx United Common Stock after the Secondary Election Form Record Date Dissenting Shares shall be deemed to hold Hxxxxx United Stock be Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of Parent Common Stock.

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by ICBC and reasonably satisfactory to the Company (the "Exchange Agent"), ) in such form as Hxxxxx United the Company and TD Banknorth ICBC shall mutually agree (the “"Election Form”"), no later than 15 Business Days shall be mailed 30 days prior to the anticipated Effective Time or on such earlier date as TD Banknorth ICBC and Hxxxxx United may the Company shall mutually agree (the “"Mailing Date”") to each holder of record of Hxxxxx United Company Common Stock as of five Business Days business days prior to the Mailing Date (the “"Election Form Record Date”"). Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of outstanding Company Common Stock to elect, subject to provisions of this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Common Stock (i) cash (shares as to which such election is made, the "Cash Election Shares") or (ii) ICBC Common Stock (shares as to which such election is made, the "Stock Election Shares"). A holder of Company Common Stock may elect to receive a combination of ICBC Common Stock and cash with respect to his shares of Company Common Stock. Notwithstanding the foregoing, no holder of Company Common Stock may elect to receive ICBC Common Stock pursuant to the election procedures provided herein with respect to fewer than 100 shares of Company Common Stock. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as ICBC and the Company may mutually agree) (the "Election Deadline"); provided, however, that the Election Forms need Deadline may not be mailed prior to occur on or after the receipt of the Requisite Regulatory Approvals Closing Date (exclusive of the expiration or termination of statutory waiting periodsas defined in Section 10.1 hereof). The Exchange Agent ICBC shall make available an up to two separate Election Forms, or such additional Election Form Forms as ICBC may permit, to all Persons persons who become record holders (or beneficial owners) of Hxxxxx United Company Common Stock between the Election Form Record Date and the close of business on the fifth Business Day business day prior to the Election Deadline (Deadline. The Company shall provide to the “Secondary Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form Record Date”)by the Election Deadline. Each An Election Form shall permit each holder be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of record such Certificates or the guaranteed delivery of Hxxxxx United such Certificates) representing all shares of Company Common Stock (or in covered by such Election Form, together with duly executed transmittal materials included with the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify Election Form. If a stockholder either (i) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United Stock does not submit a properly completed Election Shares”) and Form in a timely fashion, or (ii) revokes its Election Form prior to the Election Deadline, the shares of Company Common Stock held by such stockholder shall be designated "No Election Shares." Shares of Company Common Stock held by holders who acquired such shares subsequent to the Election Deadline will be designated "No Election Shares." ICBC shall cause the Certificates described in clause (ii) of the immediately preceding sentence to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither ICBC nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (b) The "Cash Election Amount" shall be equal to the Per Share Consideration multiplied by the total number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”). Any holder Within seven business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, ICBC shall cause the Exchange Agent to effect the allocation among the holders of Hxxxxx United Company Common Stock who fails properly of rights to submit an Election Form on receive ICBC Common Stock or before cash in the Election Deadline Merger in accordance with the procedures set forth in this Section 3.2 or shall have acquired shares of Hxxxxx United Common Stock after the Secondary Election Form Record Date shall be deemed to hold Hxxxxx United Stock Election Shares.Forms as follows:

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an election form Election forms and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing Target Holding Company Common Stock ("Certificates") shall pass, only upon proper delivery of such Certificates to an exchange agent designated by the Bank (the "Exchange Agent"), ) in such form as Hxxxxx United the Bank and TD Banknorth Target Holding Company shall mutually agree (the “"Election Form”), no later than 15 Business Days Forms") shall be mailed 30 days prior to the anticipated Effective Time or on such other earlier date as TD Banknorth Target Holding Company and Hxxxxx United may the Bank shall mutually agree (the “"Mailing Date”") to each holder of record of Hxxxxx United Target Holding Company Common Stock as of five Business Days business days prior to the Mailing Date (the “"Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Hxxxxx United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”"). Each Election Form shall permit each the holder of record of Hxxxxx United Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions appropriate and documentationcustomary documentation and instructions) to specify either (i) the number of shares of Hxxxxx United to elect to receive only Bank Common Stock which with respect to such holder desires to have converted into the right to receive TD Banknorth holder's Target Holding Company Common Stock as provided herein (the “Hxxxxx United "Stock Election Shares”) and "); (ii) the number of shares of Hxxxxx United to elect to receive only cash with respect to such holder's Target Holding Company Common Stock which such holder desires to have converted into the right to receive cash as provided herein (the “Hxxxxx United "Cash Election Shares”"); or (iii) to indicate that such holder makes no election ("No Election Shares"). Dissenting Shares (as defined below) shall be treated as No Election Shares. Any holder of Hxxxxx United Target Holding Company Common Stock who fails with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly to submit an completed Election Form on or before 5:00 p.m. on the 25th day following the Mailing Date (or such other time and date as the Bank and Target Holding Company may mutually agree) (the "Election Deadline") shall also be deemed to be No Election Shares. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Target Holding Company Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Target Holding Company Common Stock represented by such Election Form shall become No Election Shares and the Bank shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Bank nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon after the Effective Time as practicable, the Bank shall cause the Exchange Agent to effect the allocation among the holders of Target Holding Company Common Stock of rights to receive Bank Common Stock and/or cash in the Merger in accordance with the procedures set forth in this Section 3.2 or shall have acquired shares of Hxxxxx United Common Stock after Election Forms, subject to the Secondary Election Form Record Date shall be deemed to hold Hxxxxx United Stock Election Sharesfollowing procedures.

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by ICBC and reasonably satisfactory to the Company (the "Exchange Agent"), ) in such form as Hxxxxx United the Company and TD Banknorth ICBC shall mutually agree (the “"Election Form”"), no later than 15 Business Days shall be mailed at least 30 days prior to the anticipated Effective Time or on such earlier date as TD Banknorth ICBC and Hxxxxx United may the Company shall mutually agree (the “"Mailing Date”") to each holder of record of Hxxxxx United Company Common Stock as of five Business Days business days prior to the Mailing Date (the “"Election Form Record Date”"). Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of outstanding Company Common Stock to elect, subject to provisions of this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Common Stock (i) cash (shares as to which such election is made, the "Cash Election Shares") or (ii) ICBC Common Stock (shares as to which such election is made, the "Stock Election Shares"). A holder of Company Common Stock may elect to receive a combination of ICBC Common Stock and cash with respect to his shares of Company Common Stock. Notwithstanding the foregoing, no holder of Company Common Stock may elect to receive ICBC Common Stock pursuant to the election procedures provided herein with respect to fewer than 100 shares of Company Common Stock. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as ICBC and the Company may mutually agree) (the "Election Deadline"); provided, however, that the Election Forms need Deadline may not be mailed prior to occur on or after the receipt of the Requisite Regulatory Approvals Closing Date (exclusive of the expiration or termination of statutory waiting periodsas defined in Section 10.1 hereof). The Exchange Agent ICBC shall make available an up to two separate Election Forms, or such additional Election Form Forms as ICBC may permit, to all Persons persons who become record holders (or beneficial owners) of Hxxxxx United Company Common Stock between the Election Form Record Date and the close of business on the fifth Business Day business day prior to the Election Deadline (Deadline. The Company shall provide to the “Secondary Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form Record Date”)by the Election Deadline. Each An Election Form shall permit each holder be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of record such Certificates or the guaranteed delivery of Hxxxxx United such Certificates) representing all shares of Company Common Stock (or in covered by such Election Form, together with duly executed transmittal materials included with the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify Election Form. If a stockholder either (i) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United Stock does not submit a properly completed Election Shares”) and Form in a timely fashion, or (ii) revokes its Election Form prior to the number of Election Deadline, the shares of Hxxxxx United Company Common Stock which held by such holder desires to have converted into the right to receive cash as provided herein (the “Hxxxxx United Cash stockholder shall be designated "No Election Shares”). Any holder ." Shares of Hxxxxx United Company Common Stock held by holders who fails properly acquired such shares subsequent to submit an Election Form on or before the Election Deadline in accordance with the procedures set forth in this Section 3.2 or shall have acquired shares of Hxxxxx United Common Stock after the Secondary Election Form Record Date shall will be deemed to hold Hxxxxx United Stock designated "No Election Shares." ICBC shall cause the Certificates described in clause (ii) of the immediately preceding sentence to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither ICBC nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.

Election Procedures. (a) TD Banknorth Parent shall appoint designate an agent, who shall be reasonably acceptable exchange agent to Hxxxxx United act as agent (the “"EXCHANGE AGENT") for purposes of conducting the election procedure and the exchange procedure described in Sections 3.03 and 3.04. Provided that the Company has delivered, or caused to be delivered, to the Exchange Agent”), Agent all information which is necessary for the purpose of exchanging certificates that immediately prior Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, no later than four (4) Business Days after the Effective Time evidenced shares Date, mail or make available to each holder of Hxxxxx United Common Stock record of a Certificate or Certificates (the “Certificates”i) for the Merger Consideration. The Exchange Agent shall mail an election form a notice and other appropriate and customary letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such the Certificates to the Exchange Agent), ) advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(c) hereof deliverable in respect thereof pursuant to this Agreement and (ii) an election form in such form as Hxxxxx United Parent and TD Banknorth the Company shall mutually agree (the “Election Form”), no later than 15 Business Days prior to the anticipated Effective Time or on such earlier date as TD Banknorth and Hxxxxx United may mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United Common Stock as of five Business Days prior to the Mailing Date (the “Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Hxxxxx United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”"ELECTION FORM"). Each Election Form shall permit each the holder of record of Hxxxxx United Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) the number of shares of Hxxxxx United to elect to receive Parent Common Stock which with respect to all of such holder desires to have converted into the right to receive TD Banknorth holder's Company Common Stock as hereinabove provided herein (the “Hxxxxx United "STOCK ELECTION SHARES"), (ii) to elect to receive cash with respect to all of such holder's Company Common Stock as hereinabove provided (the "CASH ELECTION SHARES"), or (iii) to indicate that such holder makes no such election with respect to such holder's shares of Company Common Stock (the "NO-ELECTION SHARES"). Nominee record holders who hold Company Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares”) and (ii) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”). Any holder of Hxxxxx United Common Stock who fails properly to submit an Election Form on or before the Election Deadline in accordance with the procedures set forth in this Section 3.2 or shall have acquired shares of Hxxxxx United Common Stock after the Secondary Election Form Record Date shall be deemed to hold Hxxxxx United Stock Election Shares.,

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing Seller Common Stock shall pass, only upon proper delivery of such Certificates certificates to an exchange agent designated by Buyer and reasonably acceptable to Seller (the "Exchange Agent"), ) in such form as Hxxxxx United Buyer and TD Banknorth Seller shall mutually agree (the “"Election Form”), no later than 15 Business Days ") shall be mailed approximately 25 days prior to the anticipated Effective Time or on such earlier other date as TD Banknorth Buyer and Hxxxxx United may Seller shall mutually agree (the “"Mailing Date”") to each holder of record of Hxxxxx United Seller Common Stock as of five Business Days business days prior to the Mailing Date (the “"Election Form Record Date”"). Buyer shall determine the anticipated Effective Time (the "Anticipated Effective Time") in its sole discretion and the failure of the Effective Time to occur at the Anticipated Effective Time for purposes of this Section 1.08 shall not affect the time periods which are established for purposes of these election procedures; provided that the Effective Time occurs no later than 45 days following the Mailing Date. All Election Forms will become revocable if the Effective Time has not occurred within 45 days of the Mailing Date. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect to receive Buyer Common Stock with respect to some or all of such holder's Seller Common Stock ("Stock Election Shares"), providedto elect to receive cash with respect to some or all of such holder's Seller Common Stock ("Cash Election Shares") or to indicate that such holder makes no election ("No Election Shares"). For purposes of this Section 1.08, however, that Dissenting Shares shall be treated as Cash Election Forms need Shares for purposes of this Section 1.08 but shall not be mailed prior converted into the Per Share Stock Consideration or the Per Share Cash consideration except as provided in Section 1.11. Any Seller Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m. on the 20th day following the Mailing Date (or such other time and date as Buyer and Seller may mutually agree) (the "Election Deadline") shall be deemed to be "No Election Shares." Buyer shall make available an additional one or more Election Form to Forms as may be reasonably requested by all Persons persons who become record holders (or beneficial owners) of Hxxxxx United Seller Common Stock between the Election Form Record Date and the close of business on the fifth Business Day business day prior to the Election Deadline, and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Seller Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form (i) at or prior to the Election Deadline (the “Secondary Election Form Record Date”). Each Election Form shall permit each holder of record of Hxxxxx United Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United Stock Election Shares”) and (ii) so long as prior to the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into Effective Time, at any time 45 days following the right to receive cash as provided herein (Mailing Date. In the “Hxxxxx United Cash Election Shares”). Any holder of Hxxxxx United Common Stock who fails properly to submit event an Election Form on or before is revoked prior to the Election Deadline in accordance with Deadline, the procedures set forth in shares of Seller Common Stock represented by such Election Form shall become No Election Shares and Buyer shall cause the certificates representing Seller Common Stock to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form, which person may then submit a new Election Form. Subject to the terms of this Section 3.2 or Agreement and of the Election Form, the Exchange Agent shall have acquired shares reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of Hxxxxx United Common Stock after the Secondary Election Form Record Date Exchange Agent regarding such matters shall be deemed binding and conclusive. Neither Buyer nor the Exchange Agent shall be under any obligation to hold Hxxxxx United Stock notify any person of any defect in an Election SharesForm.

Election Procedures. Each person entitled to make the election referred to in Section 3.03 above shall (ai) TD Banknorth shall appoint an agent, who shall be reasonably acceptable make the election by written notice delivered to Hxxxxx United (Acquiror not earlier than the “Exchange Agent”), for twentieth business day after the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an election form date hereof and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Hxxxxx United and TD Banknorth shall mutually agree (the “Election Form”), no later than 15 Business Days prior the twenty-fifth business day after the date hereof, subject to the anticipated Effective Time or on such earlier date as TD Banknorth and Hxxxxx United may mutually agree Company's ability to extend for an additional 10 business days (the “Mailing Date”) to each holder of record of Hxxxxx United Common Stock as of five Business Days prior to the Mailing Date (the “"Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent shall make available an additional Election Form to all Persons who become record holders of Hxxxxx United Common Stock between the Election Form Record Date and the close of business on the fifth Business Day prior to the Election Deadline (the “Secondary Election Form Record Date”). Each Election Form shall permit each holder of record of Hxxxxx United Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) the number of shares of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United Stock Election Shares”Deadline") and (ii) at the number time of shares such election, execute and deliver to Acquiror a retired member agreement (to the extent such person does not sign a Member Agreement) which shall contain terms substantially identical to the terms contained in the Member Agreement, except that such retired member agreement shall not contain the terms set forth in Sections 1 (except with respect to termination), 2(a), 2(e), 3(i), 5 through 13 and 22 of Hxxxxx United Common Stock which such holder desires to have converted into the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”)Member Agreement. Any holder of Hxxxxx United Common Stock who fails properly to submit an Election Form on or before election may be revoked until the Election Deadline by written notice to the Acquiror received prior to such Election Deadline, at which time such election shall be irrevocable. In the event that either a Withdrawn Member or a holder of a Managing Director Subordinated Note fails to make the election referred to in Section 3.03 by the Election Deadline with respect to a Withdrawn Member Interest or a Managing Director Subordinated Note, then the Company shall (i) in the case of a Withdrawn Member Interest, redeem such amount in accordance with the procedures set forth terms of the Operating Agreement, and (ii) in this the case of a Managing Director Subordinated Note, have such note redeemed by the Company, in each case, effective as of the Effective Time. In connection therewith, the Company agrees to take, or cause to be taken, all necessary steps to redeem pursuant to the terms thereof, as of the Effective Time, all outstanding Withdrawn Member Interests or Managing Director Subordinated Notes not subject to an effective election (it being understood that Section 3.2 3.03 and 3.04 will not result in a duplication of amounts owed to Withdrawn Members or shall have acquired shares holders of Hxxxxx United Managing Director Subordinated Notes). Shares of Acquiror Common Stock and Acquiror Subordinated Notes issued pursuant to this Article III shall be issued at or promptly after the Secondary Election Form Record Date shall be deemed Effective Time consistent with the payment of the Merger Consideration pursuant to hold Hxxxxx United Stock Election SharesSection 3.02.

Election Procedures. (ai) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail an An election form and other appropriate and customary transmittal materials (the "Election Form"), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing FMAC Common Stock shall pass, only upon proper delivery of such Certificates certificates to an exchange agent designated by Bay View (the "Exchange Agent), in such form as Hxxxxx United and TD Banknorth ") shall mutually agree (the “Election Form”), no later than 15 Business Days be mailed approximately 25 days prior to the anticipated Effective Time or on such earlier date as TD Banknorth and Hxxxxx United may mutually agree (the “"Mailing Date”") to each holder of record of Hxxxxx United FMAC Common Stock as of five Business Days business days prior to the Mailing Date (the “"Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods"). The Exchange Agent Bay View shall make available cause an additional Election Form to all Persons who become record holders be sent to each holder of Hxxxxx United FMAC Common Stock between who FMAC advises Bay View has become a holder of FMAC Common Stock after the Election Form Record Date Date. Bay View shall determine the anticipated Effective Time (the "Anticipated Effective Time") in its sole discretion and the close failure of business on the fifth Business Day prior Effective Time to occur at the Election Deadline Anticipated Effective Time shall not affect the time periods which are established for purposes of these election procedures. (the “Secondary Election Form Record Date”). ii) Each Election Form shall permit each the holder of record of Hxxxxx United Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions appropriate and documentationcustomary documentation and instructions) to specify (i) designate the number of shares of Hxxxxx United such holder's FMAC Common Stock with respect to which such the holder desires to have converted into the right elects to receive TD Banknorth Common only the Per Share Stock as provided herein Consideration (the “Hxxxxx United "Stock Election Shares”) "), and (ii) to designate the number of shares of Hxxxxx United such holder's FMAC Common Stock with respect to which such the holder desires to have converted into the right elects to receive cash as provided herein only the Per Share Cash Consideration (the “Hxxxxx United "Cash Election Shares”"). Any (iii) Each Election Form shall require the holder to disclose the number of Hxxxxx United shares of Bay View Common Stock who fails beneficially owned by the holder for purposes of compliance with the Bank Holding Company Act and Regulation Y, 12 C.F.R. Part 225, thereunder. (iv) Any FMAC Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly to submit an completed Election Form on or before 5:00 p.m. on the 20th day following the Mailing Date (or such other time and date as Bay View and FMAC may mutually agree) (the "Election Deadline in accordance with the procedures set forth in this Section 3.2 or shall have acquired shares of Hxxxxx United Common Stock after the Secondary Election Form Record Date Deadline") shall be deemed to hold Hxxxxx United Stock be "No Election Shares." Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or 3