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. (b) To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline.

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 Not less than 15 Business Days 20 days prior to the anticipated Effective Time or on such earlier date as TD Banknorth and Hxxxxx United may mutually agree (the “"Mailing Date”"), an election form in such form as CME shall specify and as shall be reasonably acceptable to GFI (the "Election Form") shall be mailed to each holder of record of Hxxxxx United shares of GFI 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”). b) 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 Beneficial Owner through proper instructions appropriate and documentationcustomary documentation and instructions) to specify (i) the number of shares of Hxxxxx United such holder's GFI Common Stock with respect to which such holder desires to have converted into the right elects to receive TD Banknorth Common the Per Share Stock as provided herein Consideration (the “Hxxxxx United "Stock Election Shares”) and "), (ii) the number of shares of Hxxxxx United such holder's GFI Common Stock with respect to which such holder desires to have converted into the right elects to receive cash as provided herein the Per Share Cash Consideration (the “Hxxxxx United "Cash Election Shares”") or (iii) that such holder makes no election with respect to such holder's GFI Common Stock (the "No Election Shares"). Any holder of Hxxxxx United GFI Common Stock who fails with respect to which the Exchange Agent does not receive an effective, properly to submit an completed Election Form on or before during 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 Period shall be deemed to hold Hxxxxx United Stock be No Election Shares. CME shall publicly announce (which public announcement may be on a Form 8-K filed with the SEC) the anticipated Election Deadline at least five Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and CME shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (bc) To CME shall make available one or more Election Forms as may reasonably be effectiverequested from time to time by all Persons who become holders (or Beneficial Owners) of GFI Common Stock during the Election Period, a properly completed and executed Election Form GFI shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An properly completed Election Form shall during the Election Period. Any Election Form may be deemed properly completed revoked or changed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in Person submitting such Election Form. Any holder of Hxxxxx United Common Stock who has made an election , by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is written notice received by the Exchange Agent prior during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of GFI Common Stock represented by such Election Form shall become No Election Shares, except to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior extent (if any) a subsequent election is properly made during the Election Deadline revoke Period with respect to any or all of such holder’s election shares of GFI Common Stock. Subject to the terms of this Agreement and withdraw such holder’s Certificates deposited with of the Election Form, the Exchange Agent by written notice 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 received by regarding such matters shall be binding and conclusive. None of CME or GFI or the close Exchange Agent shall be under any obligation to notify any Person of business on the day prior to the any defect in an Election DeadlineForm.

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 (the “Secondary Election Form Record Date”). Each Election Form Deadline, and Seller 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. (b) To be effective, a properly completed and executed Election Form shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on 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 date to be decided properly completed Election Form by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates certificates (or customary affidavits and indemnification indemni- fication regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all shares of Hxxxxx United Seller Common Stock, held Stock covered by such holderElection Form, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company together with duly executed transmittal materials in- cluded in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received be revoked or changed by the Exchange Agent person submitting such Election Form at or prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior In the event an Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day Form is revoked prior to the Election Deadline, the 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 Agreement and of the Election Form, the Exchange Agent shall have 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 the Exchange Agent regarding such matters shall be binding and conclusive. Neither Buyer nor the Exchange Agent shall be un- der any obligation to notify any person of any defect in an Election Form.

Election Procedures. (a) TD Banknorth Franklin and Xxxxxx shall appoint cause the Exchange Agent to mail an agent, who shall be reasonably acceptable Election Form to Hxxxxx United (the “Exchange Agent”), for the purpose holders of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Xxxxxx Common Stock not more than fifty (the “Certificates”50) for the Merger Consideration. The Exchange Agent shall mail an election form Business Days and other appropriate and customary transmittal materials not less than twenty (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 20) 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”)Deadline. 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) To elect to receive the Stock Consideration with respect to all of their shares of Xxxxxx Common Stock; or (ii) To elect to receive the Cash Consideration with respect to all of their shares of Xxxxxx Common Stock; or (iii) To elect to receive the Stock Consideration with respect to a specified number of their shares of Hxxxxx United Xxxxxx Common Stock which such and the Cash Consideration with respect to their remaining shares of Xxxxxx Common Stock (a “Mixed Election”). With respect to each holder desires of Xxxxxx Common Stock who makes a Mixed Election, their shares of Xxxxxx Common Stock to have be converted into the right to receive TD Banknorth the Stock Consideration shall be treated as Stock Election Shares and their shares of Xxxxxx 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 be converted into the right to receive cash the Cash Consideration shall be treated as provided herein (the “Hxxxxx United Cash Election Shares”), in each case subject to the allocation rules set forth in Section 1.02(h) of this Agreement. Any The Exchange Agent shall use reasonable efforts to make the Election Form available to all persons who become holders of Xxxxxx Common Stock during the period between the record date for the mailing of the Election Form and the Election Deadline. If a holder of Hxxxxx United Xxxxxx Common Stock who fails Stock: (i) does not submit a properly to submit completed Election Form before the Election Deadline; (ii) revokes 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. (b) To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting and does not resubmit a revised Election Form, properly completed and signed that is received by the Exchange Agent Election Form prior to the Election Deadline. Any holder ; or (iii) fails to perfect his, her or its dissenters’ rights pursuant to Section 1.02(e)(v) of Hxxxxx United this Agreement, the shares of Xxxxxx Common Stock may at held by such holder shall be deemed “No Election Shares”. Nominee record holders who hold Xxxxxx Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No Election Shares. For purposes of Section 1.02(h), any time prior the Dissenting Xxxxxx Shares shall be deemed to be Cash Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election DeadlineShares, provided that Dissenting Xxxxxx Shares shall not under any circumstance be converted into Reallocated Stock Shares.

Election Procedures. (a1) 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 the Exchange Agent), in such form as Hxxxxx United Zions and TD Banknorth Amegy shall mutually agree (the “Election Form”), no later than 15 Business Days ) shall be mailed thirty-five days prior to the anticipated Effective Time Closing Date or on such earlier other date as TD Banknorth Amegy and Hxxxxx United may Zions shall mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United Amegy Common Stock as of five Business Days the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (2) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (A) the number of shares of such holder’s Amegy Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), provided, however, (B) the number of shares of such holder’s Amegy Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”) or (C) that such holder makes no election with respect to such holder’s Amegy Common Stock (“No Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periodsShares”). The Any Amegy Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the 30th day following the Mailing Date (or such other time and date as Zions and Amegy may mutually agree) (the “Election Deadline”) shall also be deemed to be No Election Shares. (3) Zions shall make available an additional one or more Election Form Forms as may reasonably be requested from time to all Persons time by any person who become record holders becomes a holder (or beneficial owner) of Hxxxxx United Amegy 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 (the “Secondary Election Form Record Date”). Each Election Form Deadline, and Amegy 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. (b) To be effective, a properly completed and executed Election Form shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (4) Any such election shall have been properly made only if the Exchange Agent shall have actually received a date to be decided properly completed Election Form by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Old Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all shares of Hxxxxx United Amegy Common Stock, held Stock covered by such holderElection Form, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company together with duly executed transmittal materials included in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to may be revoked or changed by the Exchange Agent may at any time prior to the Election Deadline change person submitting such holder’s election by submitting a revised Election Form, properly completed and signed that is only by written notice received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior In the event an Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day Form is revoked prior to the Election Deadline, unless a subsequent properly completed Election Form is submitted and actually received by the Exchange Agent by the Election Deadline, the shares of Amegy Common Stock represented by such Election Form shall become No Election Shares and Zions shall cause the Old Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder 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 Zions regarding such matters shall be binding and conclusive. Neither Zions nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (5) Within ten business days after the Effective Time, Zions shall cause the Exchange Agent to effect the allocation among the holders of Amegy Common Stock of rights to receive Zions Common Stock or cash in the Merger in accordance with the Election 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 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 shares of Company Common Stock shall pass, only upon proper delivery of such Certificates certificates to the Exchange AgentAgent (as defined below), ) in such form as Hxxxxx United Parent and TD Banknorth the Company shall mutually agree (the “Election Form”), no later than 15 Business Days ) shall be mailed 35 days prior to the anticipated Effective Time Date or on such earlier other date as TD Banknorth the Company and Hxxxxx United may Parent shall mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United Company Common Stock as of five Business Days the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), provided(ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”), however, or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periodsShares”). The Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the 33rd day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the “Election Deadline”) shall also be deemed to be “No Election Shares.” (c) Parent shall make available an additional one or more Election Form Forms as may reasonably be requested from time to time by 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, and the “Secondary Election Form Record Date”). Each Election Form Company 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. (b) To be effective, a properly completed and executed Election Form shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a date to be decided properly completed Election Form by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all shares of Hxxxxx United Company Common Stock, held Stock covered by such holderElection Form, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company together with duly executed transmittal materials included in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received be revoked or changed by the Exchange Agent person submitting such Election Form at or prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior In the event an Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing such Company Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder 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 such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows:

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable Not less than thirty (30) days prior to Hxxxxx United the anticipated Effective Time (the “Exchange AgentMailing Date”), 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 CME Group shall mutually agree specify (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”) shall be mailed to each holder of record of Hxxxxx United shares of NYMEX Holdings Common Stock Securities as of five (5) 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”). b) Each Election Form shall permit each the holder (or the Beneficial Owner through appropriate and customary documentation and instructions), other than any holder of record of Hxxxxx United Common Stock (or in the case of nominee record holdersDissenting NYMEX Holdings Shares, the beneficial owner through proper instructions and documentation) to specify (i) the number of shares of Hxxxxx United such holder’s NYMEX Holdings Common Stock Securities with respect to which such holder desires to have converted into the right elects to receive TD Banknorth Common the Per Share Stock as provided herein Consideration (the “Hxxxxx United Stock Election Shares”) and ), (ii) the number of shares of Hxxxxx United such holder’s NYMEX Holdings Common Stock Securities with respect to which such holder desires to have converted into the right elects to receive cash as provided herein the Per Share Cash Consideration (the “Hxxxxx United Cash Election Shares”) or (iii) that such holder makes no election with respect to such holder’s NYMEX Holdings Common Securities (the “No Election Shares”). Any holder of Hxxxxx United NYMEX Holdings Common Stock who fails Securities with respect to which the Exchange Agent does not receive an effective, properly to submit an completed Election Form on or before during the Election Deadline in accordance with the procedures set forth in this Section 3.2 or shall have acquired Period (other than any shares of Hxxxxx United NYMEX Holdings Common Stock after Securities that constitute Dissenting NYMEX Holdings Shares as of the Secondary Election Form Record Date Deadline) shall be deemed to hold Hxxxxx United Stock be No Election Shares. CME Group shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and CME Group shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (bc) To CME Group shall make available one or more Election Forms as may reasonably be effectiverequested from time to time by all Persons who become holders (or Beneficial Owners) of NYMEX Holdings Common Securities during the Election Period, a properly completed and executed Election Form NYMEX Holdings shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An properly completed Election Form shall during the Election Period. Any Election Form may be deemed properly completed revoked or changed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in Person submitting such Election Form. Any holder of Hxxxxx United Common Stock who has made an election , by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is written notice received by the Exchange Agent prior during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of NYMEX Holdings Common Securities represented by such Election Form shall become No Election Shares, except to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior extent (if any) a subsequent election is properly made during the Election Deadline revoke Period with respect to any or all of such holder’s election shares of NYMEX Holdings Common Securities. Subject to the terms of this Agreement and withdraw such holder’s Certificates deposited with of the Election Form, the Exchange Agent by written notice 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 received by regarding such matters shall be binding and conclusive. None of CME Group or NYMEX Holdings or the close Exchange Agent shall be under any obligation to notify any Person of business on the day prior to the any defect in an Election DeadlineForm.

Election Procedures. (ai) TD Banknorth shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United Not less than thirty (the “Exchange Agent”), for the purpose of exchanging certificates that immediately 30) days prior to the anticipated Effective Time evidenced shares of Hxxxxx United Common Stock (the “Certificates”) for the Merger Consideration. The Exchange Agent shall mail Time, an election form and other appropriate and customary transmittal materials (which shall specify that delivery of issued and outstanding Target Common Stock shall be effected, and risk of loss and title to the Certificates certificates theretofore representing any such Target Common Stock (each, a “Certificate”) or non-certificated shares represented by book entry (“Book Entry Shares”) shall pass, only upon proper delivery of such Certificates or Book Entry Shares, respectively, to the Exchange Agent), ) in such form as Hxxxxx United Parent shall specify and TD Banknorth as shall mutually agree be reasonably acceptable to Target (the “Election Form”), no later than 15 Business Days prior to the anticipated Effective Time or on ) shall be mailed at such earlier date time as TD Banknorth Target and Hxxxxx United Parent may mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United shares of Target Common Stock (including to holders of Target Options and ESPP Rights electing prior to the Effective Time to purchase or receive Target Common Stock), determined as of five Business Days (5) business days prior to the Mailing Date (the “Election Form Record Date”). (ii) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), providedother than any holder of Target Excluded Shares, howeverto specify (i) the number of shares of such holder’s Target Common Stock (including shares issuable pursuant to any Target Option or ESPP Right) with respect to which such holder elects to receive the Per Share Cash Election Consideration, (ii) the number of shares of such holder’s Target Common Stock with respect to which such holder elects to receive the Per Share Stock Election Consideration, or (iii) that Election Forms need not be mailed prior such holder makes no election with respect to such holder’s Target Common Stock. Any Target Common Stock with respect to which the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as Target and Parent shall agree) (the “Election Deadline”) shall also be deemed to be Non-Election Shares. (iii) Parent shall make available an additional one or more Election Form Forms as may reasonably be requested from time to all Persons time by any persons who become record holders (or beneficial owners) of Hxxxxx United Target Common Stock Stock, between the Election Form Record Date and the close of business on the fifth Business Day business day prior to the Election Deadline (the “Secondary Election Form Record Date”). Each Election Form Deadline, and Target 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. (b) To be effective, a properly completed and executed Election Form shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (iv) Any election shall have been properly made only if the Exchange Agent shall have received a date to be decided properly completed Election Form by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder only (i) if, in the case of Hxxxxx United issued and outstanding shares of Target Common Stock only if Stock, accompanied by one or more Certificates (or customary affidavits and indemnification regarding affidavits), if applicable, and/or (ii) upon receipt of an “agent’s message” by the loss Exchange Agent or destruction such other evidence of such Certificates or transfer of Book Entry Shares to the guaranteed delivery of such Certificates) Exchange Agent as the Exchange Agent may reasonably request, collectively representing all shares of Hxxxxx United Target Common Stock, held Stock covered by such holderElection Form, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company together with duly executed transmittal materials included in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to may be revoked or changed by the Exchange Agent may at any time prior to the Election Deadline change person submitting such holder’s election by submitting a revised Election Form, properly completed and signed that is by written notice received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior In the event an Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day Form is revoked prior to the Election Deadline, the shares of Target Common Stock represented by such Election Form shall become Non-Election Shares and, in the case of issued and outstanding shares of Target Common Stock, Parent shall cause the Certificates representing such shares of Target Common Stock or Book-Entry Shares to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Target Common Stock. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent, in consultation with Parent and Target, 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. None of Parent, Target or the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.

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”), 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 a 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) of outstanding Company Common Stock to specify 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 number of shares of Hxxxxx United "Cash Election Shares") or (ii) ICBC Common Stock (shares as to which such holder desires to have converted into election is made, the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United "Stock Election Shares”) "). A holder of Company Common Stock may elect to receive a combination of ICBC Common Stock and (ii) the number of cash with respect to his shares of Hxxxxx United Company Common Stock. Notwithstanding the foregoing, no holder of Company Common Stock which such holder desires to have converted into the right may elect to receive cash as ICBC Common Stock pursuant to the election procedures provided herein (the “Hxxxxx United Cash Election Shares”). Any holder of Hxxxxx United Common Stock who fails properly with respect 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 fewer than 100 shares of Hxxxxx United Company Common Stock after the Secondary Election Form Record Date shall be deemed to hold Hxxxxx United Stock Election Shares. (b) Stock. To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the 20th day following the Mailing Date (or such other time and no later than date as ICBC and the Effective TimeCompany may mutually agree) (the “"Election Deadline”"); provided, however, that the Election Deadline may not occur on or after the Closing Date (as defined in Section 10.1 hereof). ICBC shall make available up to two separate Election Forms, or such additional Election Forms as ICBC may permit, to all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline. The Company shall provide to the 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 by the Election Deadline. An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Company Common Stock, held Stock covered by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form, together with duly executed transmittal materials included with the Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an If a stockholder either (i) does not submit a properly completed Election Form to the Exchange Agent may at any time prior to the in a timely fashion, or (ii) revokes its Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent Form prior to the Election Deadline. Any holder , the shares of Hxxxxx United Company Common Stock may at any time prior 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 revoke such holder’s election 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 withdraw such holder’s Certificates deposited with of the Election Form, the Exchange Agent by written notice 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 received 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 close total number of Cash Election Shares. Within seven business on the day prior to 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 Company Common Stock of rights to receive ICBC Common Stock or cash in the Merger in accordance with the Election Forms as follows: (i) If the Aggregate Cash Consideration is greater than the Cash Election Amount, then: (A) all Cash Election Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration, (B) the Exchange Agent will select, on a pro rata basis, first from among the holders of No Election Shares and then, if necessary, from among the holders of Stock Election Shares, a sufficient number of such shares ("Cash Designee Shares") such that the sum of Cash Designee Shares and Cash Election Shares multiplied by the Per Share Consideration equals as closely as practicable the Aggregate Cash Consideration (the Cash Designee Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration), and (C) any Stock Election Shares and any No Election Shares, in each case, not so selected as Cash Designee Shares shall be converted into the right to receive ICBC Common Stock at the Final Exchange Ratio. (ii) If the Aggregate Cash Consideration is less than the Cash Election Amount, then: (A) all Stock Election Shares and all No Election Shares shall be converted into the right to receive ICBC Common Stock at the Final Exchange Ratio, (B) the Exchange Agent will select, on a pro rata basis from among the holders of Cash Election Shares, a sufficient number of such shares ("Stock Designee Shares") such that the number of Stock Designee Shares multiplied by the Per Share Consideration equals as closely as practicable the difference between the Cash Election Amount and the Aggregate Cash Consideration (the Stock Designee Shares shall be converted into the right to receive ICBC Common Stock at the Final Exchange Ratio), and (C) any Cash Election Shares not so selected as Stock Designee Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration. In the event that the Exchange Agent is required pursuant to Section 1.5(b)(i)(B) to designate from among all Stock Election Shares the Cash Designee Shares to receive cash, each holder of Stock Election Shares shall be allocated a pro rata portion of the remainder of the total Cash Designee Shares less the number of No Election Shares which are Cash Designee Shares. Such proration shall reflect the proportion that the number of Stock Election Shares of each holder of Stock Election Shares bears to the total number of Stock Election Shares. In the event the Exchange Agent is required pursuant to Section 1.5(b)(ii)(B) to designate from among all holders of Cash Election Shares the Stock Designee Shares to receive ICBC Common Stock, each holder of Cash Election Shares shall be allocated a pro rata portion of the total Stock Designee Shares. Such proration shall reflect the proportion that the number of Cash Election Shares of each holder of Cash Election Shares bears to the total number of Cash 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 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 theretofor representing shares of Peoples Common Stock (“Certificates”) and any non-certificated shares of Peoples Common Stock (“Book Entry Shares”) shall pass, only upon proper delivery of such Certificates or Book Entry Shares to an exchange agent designated by Summit (the “Exchange Agent”)) and acceptable to Peoples in its reasonable discretion, in such form as Hxxxxx United Summit and TD Banknorth Peoples shall mutually agree (the “Election FormForms”), no later than 15 Business Days ) shall be mailed at least thirty (30) days prior to the anticipated Effective Time or on such earlier date as TD Banknorth and Hxxxxx United may mutually agree Closing Date (the “Mailing Date”) to each holder of record of Hxxxxx United Peoples Common Stock as of five (5) Business Days prior to the Mailing Date (the “Election Form Record Date”). (a) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), provided, however, that Election Forms need not be mailed prior subject to the receipt allocation procedures of Section 2.2(e), to make a Cash Election, a Stock Election or no election with respect to each of such holder’s shares of Peoples Common Stock. Any Peoples Common Stock with respect to which the Requisite Regulatory Approvals holder (exclusive of or the expiration or termination of statutory waiting periods). 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., Eastern time, on the twenty fifth (25th) day following the Mailing Date (or such other time and date as Summit and Peoples may mutually agree) (the “Election Deadline”) shall also be deemed to be No Election Shares. (b) Summit shall make available an additional Election Form to all Persons persons who become record holders (or beneficial owners) of Hxxxxx United Peoples 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 Deadline, and Peoples 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. (b) To be effective, a properly completed and executed Election Form shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on a date all information reasonably necessary for it to perform as specified herein. Peoples acknowledges that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be decided by TD Banknorth applicable to such shareholders and reasonably acceptable to Hxxxxx United (which date shall that the election requests of such shareholders need not be earlier than 15 Business Days after honored. (c) Any such election shall have been properly made only if the Mailing Date and no later than Exchange Agent shall have actually received a properly completed Election Form by the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock 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) or Book Entry Shares representing all shares of Hxxxxx United Peoples Common Stock, held Stock covered by such holderElection Form, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company together with duly executed transmittal materials included in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received be revoked or changed by the Exchange Agent person submitting such Election Form at or prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior Following the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received Deadline, an Election Form may not be revoked or changed by the close of business on person submitting such Election Form. In the day event an Election Form is revoked prior to the Election Deadline, the shares of Peoples Common Stock represented by such Election Form shall become No Election Shares and Summit shall cause the Certificates or Book Entry Shares 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 the sole 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 decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Summit nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (d) Within five (5) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Summit shall cause the Exchange Agent to effect the allocation among the holders of Peoples Common Stock of rights to receive the Stock Consideration or the Cash Consideration in the Merger in accordance with the Election Forms, subject to Section 2.2(e). (e) Notwithstanding any other provision contained in this Agreement, the total number of shares of Peoples Common Stock to be converted into the right to receive the Stock Consideration pursuant to Section 2.1 shall be that number equal to the product (rounded up to the nearest whole number) of (i) 0.50 multiplied by (ii) the number of outstanding shares of Peoples Common Stock (the “Stock Conversion Number”). All other shares of Peoples Common Stock shall be converted into the Cash Consideration.

Election Procedures. (a) TD Banknorth Computershare, Inc. shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United serve as exchange agent (the “Exchange Agent”), ) for the purpose payment and exchange of exchanging certificates that immediately prior the Merger Consideration. (b) Holders of record of DBI Common Stock have the right to submit an Election Form (defined below) specifying the Effective Time evidenced number of shares of Hxxxxx United DBI Common Stock, if any, held by such Holder that such Holder desires to have converted into the right to receive BFC Common Stock (the a “CertificatesStock Election”) for and the Merger Consideration. The Exchange Agent shall mail an number of shares of DBI Common Stock that the Holder desires to have converted into the right to receive the Per Share Amount in cash (a “Cash Election”). (c) 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”), together with a Letter of Transmittal (as defined in Section 2.09), shall be mailed no later less than 15 twenty (20) Business Days prior to the anticipated Effective Time Election Deadline (as defined below) or on such earlier date as TD Banknorth BFC and Hxxxxx United may DBI shall mutually agree (the “Mailing Date”) to each holder Holder of record of Hxxxxx United DBI Common Stock as of five (5) Business Days prior to the Mailing Date Date. Holders of record of shares of DBI Common Stock who hold such shares as nominees, trustees or in other representative capacities (the a “Representative”) may submit multiple Election Forms, provided that each such Election Form Record Date”)covers all the shares of DBI Common Stock held by each Representative for a particular beneficial owner. Any shares owned by a Holder who has not, providedas of the Election Deadline, however, that Election Forms need not be mailed prior made an election by submission to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. BFC shall make available an additional one or more Election Form Forms as may reasonably be requested in writing from time to time by all Persons who become record holders (or beneficial owners) of Hxxxxx United DBI Common Stock between the record date for the initial mailing of Election Form Record Date Forms and the close of business on the fifth Business Day prior to the Election Deadline Deadline, and DBI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) The term “Election Deadline”, as used below, shall mean 5:00 p.m., Eastern time, on the “Secondary Election Form Record Date”). Each Election Form shall permit each holder later 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 date 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”) DBI Meeting and (ii) the number of shares of Hxxxxx United Common Stock which such holder desires date that BFC and DBI shall agree is as near as practicable to five (5) Business Days prior to the expected Closing Date. An election shall have converted into been properly made only if the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”). Any holder of Hxxxxx United Common Stock who fails Exchange Agent shall have actually received a properly to submit an completed Election Form on or before by 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. (b) To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all the shares of Hxxxxx United DBI Common Stock, held Stock covered by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election Election Form may be revoked or changed by the Person submitting an such Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the close of business on the day Exchange Agent at or prior to the Election Deadline. Shares of DBI Common Stock held by holders who acquired such shares subsequent to the Election Deadline will be designated Non-Election Shares. In addition, if a Holder of DBI Common Stock either (1) does not submit a properly completed Election Form in a timely fashion or (2) revokes its Election Form prior to the Election Deadline and fails to file a new properly completed Election Form before the deadline, such shares shall be designated Non-Election Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have 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 BFC 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 Not less than thirty (30) days prior to the anticipated Effective Time (the “Mailing Date”), an election form in such form as Precision shall appoint an agent, who specify and as 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 Grey Wolf (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”) shall be mailed to each holder of record of Hxxxxx United shares of Grey Wolf Common Stock as of five (5) Business Days prior to the Mailing Date (the “Election Form Record Date”)) and Grey Wolf Derivative Security Holders with respect to Grey Wolf Derivative Securities that have not been exercised or converted, providedas applicable, however, that Election Forms need not be mailed prior to the receipt as 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 which are exercisable prior to the Election Deadline Effective Time. (the “Secondary Election Form Record Date”). b) Each Election Form shall permit each the holder (or the Beneficial Owner through appropriate and customary documentation and instructions) of record of Hxxxxx United Grey Wolf Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) each Grey Wolf Derivative Security Holder to specify (i) the number of shares of Hxxxxx United such holder’s Grey Wolf Common Stock with respect to which such holder desires to have converted into the right elects to receive TD Banknorth Common Stock as provided herein the Per Share Unit Consideration (the “Hxxxxx United Stock Unit Election Shares”) and ), (ii) the number of shares of Hxxxxx United such holder’s Grey Wolf Common Stock with respect to which such holder desires to have converted into the right elects to receive cash as provided herein the Per Share Cash Consideration (the “Hxxxxx United Cash Election Shares”) or (iii) that such holder makes no election with respect to such holder’s Grey Wolf Common Stock (the “No Election Shares”). Any holder of Hxxxxx United Grey Wolf Common Stock who fails with respect to which the Exchange Agent does not receive an effective, properly to submit an completed Election Form on or before during the period from the Mailing Date to 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 Period”) shall be deemed to hold Hxxxxx United Stock be No Election Shares. Precision and Grey Wolf shall publicly announce the anticipated Election Deadline at least five (5) Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Precision shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (bc) To Precision shall make available one or more Election Forms as may reasonably be effectiverequested from time to time by all Persons who become holders (or Beneficial Owners) of Grey Wolf Common Stock or Grey Wolf Stock Options during the Election Period, a properly completed and executed Election Form Grey Wolf shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (d) Any election made pursuant to this Section 2.7 shall have been properly made only if the Exchange Agent shall have actually received a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An properly completed Election Form shall during the Election Period. Any Election Form may be deemed properly completed revoked or changed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in Person submitting such Election Form. Any holder of Hxxxxx United Common Stock who has made an election , by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is written notice received by the Exchange Agent prior during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of Grey Wolf Common Stock represented by such Election Form shall become No Election Shares, except to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior extent (if any) a subsequent election is properly made during the Election Deadline revoke Period with respect to any or all of such holder’s election shares of Grey Wolf Common Stock. Subject to the terms of this Agreement and withdraw such holder’s Certificates deposited with of the Election Form, the Exchange Agent by written notice 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 received by regarding such matters shall be binding and conclusive. None of Precision or Grey Wolf or the close Exchange Agent shall be under any obligation to notify any Person of business on the day prior to the any defect in an Election DeadlineForm.

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. (b) To be effective, " Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and executed Election Form shall be submitted to by the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates 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 Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline.3

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 the Exchange Agent), in such form as Hxxxxx United MSTI and TD Banknorth Citizens shall mutually agree (the “Election Form”), an "ELECTION FORM") shall be mailed 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 (as defined below) to each Election Stockholder as of the “Effective Time. The "MAILING DATE" shall be the date that is ten (10) Business Days after the Effective Time. (b) Each Election Form Record Date”shall entitle the Election Stockholder (or the beneficial owner of Citizens Common Stock through appropriate and customary documentation and instructions) to: (i) elect to receive the Stock Consideration for all of such holder's shares (a "STOCK ELECTION"); (ii) elect to receive the Cash Consideration for all of such holder's shares (a "CASH ELECTION"); (iii) elect to receive the Stock Consideration with respect to some of such holder's shares and the Cash Consideration with respect to such holder's remaining shares (a "MIXED ELECTION"), provided, however, provided that no Citizens Stockholder may make a Mixed Election Forms need not be mailed prior in which such Citizens Stockholder elects to receive the Stock Consideration with respect to fewer than one hundred (100) of such holder's shares; or (iv) make no valid election as to the receipt of the Requisite Regulatory Approvals Cash Consideration or the Stock Consideration (exclusive of the expiration or termination of statutory waiting periodsa "NON-ELECTION"). 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 Holders of record of Hxxxxx United shares of Citizens Common Stock (who hold such shares as nominees, trustees or in other representative capacities (a "SHARE REPRESENTATIVE") may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) the number of shares of Hxxxxx United Citizens Common Stock which such holder desires to have converted into the right to receive TD Banknorth held by that Share Representative for a particular beneficial owner. Shares of Citizens Common Stock as provided to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein (the “Hxxxxx United as "CASH ELECTION SHARES." Shares of Citizens Common Stock as to which a Stock Election Shares”has been made (including pursuant to a Mixed Election) and (ii) the number are referred to herein as "STOCK ELECTION SHARES." Shares of shares of Hxxxxx United Citizens Common Stock as to which such holder desires no election has been made are referred to have converted into the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”). Any holder "NON-ELECTION SHARES." Shares of Hxxxxx United Citizens Common Stock who fails properly held by any Mandatory Cash Stockholder are referred to submit an Election Form on or before the Election Deadline in accordance with the procedures set forth in herein as "MANDATORY ELECTION SHARES." For purposes of this Section 3.2 or shall have acquired shares of Hxxxxx United Common Stock after the Secondary Election Form Record Date Section, Dissenting Shares shall be deemed to hold Hxxxxx United Stock Cash Election Shares. (bc) To be effective, a properly completed and executed Election Form shall must be submitted to received by BankIllinois, an Illinois state bank with its main office located in Champaign, Illinois, and an MSTI Subsidiary (the Exchange Agent "EXCHANGE Agent"), on or before 5:00 p.m., New York City time, p.m. on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United the thirtieth (which date shall not be earlier than 15 30th) Business Days after Day following the Mailing Date (or such other time and no later than the Effective Timedate as MSTI and Citizens may mutually agree) (the “"ELECTION DEADLINE"). An 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 by a holder of Hxxxxx United Common Stock only if accompanied by one or more Old Certificates (or customary affidavits and, if required by MSTI, indemnification and indemnification a surety bond, regarding the loss or destruction of such Old Certificates or the guaranteed delivery of such Old Certificates) representing all shares of Hxxxxx United Citizens Common Stock, held Stock covered by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form, together with a duly executed Transmittal Letter included with the Election Form. Any holder Subject to the terms of Hxxxxx United Common Stock who has made an election by submitting an this Agreement and of the Election Form to Form, the Exchange Agent may at shall have reasonable discretion to determine whether any time prior election has been properly or timely made and to the Election Deadline change such holder’s election by submitting a revised disregard immaterial defects in any Election Form, properly completed and signed that is received by any good faith decisions of the Exchange Agent prior to regarding such matters shall be binding and conclusive. (d) Within ten (10) Business Days after the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with , MSTI shall cause the Exchange Agent to effect the allocation among Election Stockholders of rights to receive the Cash Consideration and the Stock Consideration as follows: (i) If the Aggregate Stock Election Number exceeds the Required Stock Election Number, then all Cash Election Shares and all Non-Election Shares will be converted into the right to receive the Cash Consideration, and, with respect to each holder of Stock Election Shares, then: (A) that number of Stock Election Shares which is equal to the product obtained by written notice multiplying (1) the Stock Election Excess Amount by (2) such stockholder's Stock Election Percentage (such amount being referred to as such stockholder's "INDIVIDUAL STOCK EXCESS AMOUNT"), shall be converted into the right to receive the Cash Consideration; and (B) that number of Stock Election Shares equal to the difference between (1) such stockholder's Individual Stock Election Number, less (2) such stockholder's Individual Stock Excess Amount, shall be converted into the right to receive the Stock Consideration. (ii) If the Aggregate Cash Election Number exceeds the Required Cash Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and, with respect to each holder of Cash Election Shares and Non-Election Shares, then: (A) that number of Cash Election Shares and Non-Election Shares which is equal to the product obtained by multiplying (1) the Cash Election Excess Amount by (2) such stockholder's Cash Election Percentage (such amount being referred to as such stockholder's "INDIVIDUAL CASH EXCESS AMOUNT"), shall be converted into the right to receive the Stock Consideration; and (B) that number of Cash Election Shares and Non-Election Shares which is equal to the difference between (1) such stockholder's Individual Cash Election Number, less (2) such stockholder's Individual Cash Excess Amount, shall be converted into the right to receive the Cash Consideration. (iii) If the Aggregate Stock Election Number is equal to the Required Stock Election Number, then all Stock Election Shares will be converted into the right to receive the Stock Consideration, and all Cash Election Shares and Non-Election Shares will be converted into the right to receive the Cash Consideration. (iv) If (A) all Election Stockholders make only a Stock Election, and (B) there are no Mandatory Cash Stockholders, such that the Aggregate Stock Election Number is equal to one hundred percent (100%) of the Outstanding Citizens Shares, then the Outstanding Citizens Shares held by each Election Stockholder shall be converted into the Merger Consideration in accordance with the following formula, viz., fifty percent (50%) of the shares of Citizens Common Stock held by each Election Stockholder shall be converted into the right to receive the Stock Consideration, and fifty percent (50%) of the shares of Citizens Common Stock held by each Election Stockholder shall be converted into the right to receive the Cash Consideration. (v) If all Election Stockholders make only a Cash Election, such that the Aggregate Cash Election Number is equal to one hundred percent (100%) of the Outstanding Citizens Shares, then the Exchange Agent received by shall allocate the close Cash Consideration and the Stock Consideration on a pro rata basis among all Election Stockholders, such that, following such allocation and taking into account the Cash Consideration to be paid to any Mandatory Cash Stockholders, fifty percent (50%) of business on the day prior Outstanding Citizens Shares are converted into the right to receive the Election DeadlineStock Consideration, and fifty percent (50%) of the Outstanding Citizens Shares are converted into the right to receive the Cash Consideration.

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 theretofore representing shares of Potomac Common Stock shall pass, only upon proper delivery of such the Certificates to the Exchange Agent), ) in such form as Hxxxxx United Bancorp and TD Banknorth Potomac shall mutually agree (the “Election Form”), ) shall be mailed no later than 15 Business Days thirty-five days prior to the anticipated Effective Time Date or on such earlier other date as TD Banknorth Potomac and Hxxxxx United may Bancorp shall mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United Potomac Common Stock as of five Business Days the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”), provided, however, that . (b) Each Election Forms need not be mailed prior Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) the receipt number of shares of such holder’s Potomac Common Stock with respect to which such holder elects to receive the Requisite Regulatory Approvals Per Share Cash Consideration (exclusive “Cash Election Shares”) and (ii) the number of shares of such holder’s Potomac Common Stock with respect to which such holder elects to receive the expiration or termination of statutory waiting periodsPer Share Stock Consideration (“Stock Election Shares”). The Any Potomac Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the 33rd day following the Mailing Date (or such other time and date as Bancorp and Potomac may mutually agree) (the “Election Deadline”) shall be deemed to be “No Election Shares.” (c) Bancorp shall make available an additional one or more Election Form Forms as may reasonably be requested from time to time by all Persons who become record holders (or beneficial owners) of Hxxxxx United Potomac 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 Deadline, and Potomac 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. (b) To be effective, a properly completed and executed Election Form shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (d) Any election under this Section 2.3 shall have been properly made only if the Exchange Agent shall have actually received a date to be decided properly completed Election Form by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates certificates (or customary affidavits and indemnification indemnity regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all shares of Hxxxxx United Potomac Common Stock, held Stock covered by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who , together with duly executed transmittal materials included in the Election Form. (e) Within ten Business Days after the Election Deadline, unless the Effective Time has made an election by submitting an Election Form to not yet occurred, in which case as soon thereafter as practicable, Bancorp shall cause the Exchange Agent may at any time prior to effect the allocation among the holders of Potomac Common Stock of rights to receive Bancorp Common Stock or cash in the Merger in accordance with the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline.Forms as follows:

Election Procedures. Each Partial Rollover Holder shall have the right to make an election (a) TD Banknorth shall appoint an agenta “Rollover Election”), who shall be reasonably acceptable by completing and returning a Rollover Election Form in accordance with the instructions set forth therein, with respect to Hxxxxx United the percentage (the “Exchange AgentPercentage Election”) of such Partial Rollover Holder’s Per Company Holder Consideration that such Partial Rollover Holder desires to receive as Buyer Class E-3 Units (as opposed to Cash Consideration), for ; provided that the purpose minimum percentage a Partial Rollover Holder may request to receive as Buyer Class E-3 Units shall be forty percent (40%) of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United Common Stock such Partial Rollover Holder’s Per Company Holder Consideration (the “CertificatesIndividual Minimum Rollover Percentage”) for the Merger Consideration. The Exchange Agent shall mail an election form and other appropriate and customary transmittal materials any Partial Rollover Holder that purports to elect a percentage that is less than forty percent (which shall specify that delivery 40%) shall be effecteddeemed to have made a Percentage Election equal to forty percent (40%); and provided, further, that regardless of a Partial Rollover Holder’s Rollover Election, any portion of the Escrow Amount, Holder Representative Holdback Amount and risk of loss and title Deferred Payment Amount payable to such Partial Rollover Holder shall be paid in cash (any adjustment to give effect to this proviso, the “Election Cash Adjustment”). Notwithstanding anything to the Certificates contrary herein, any Company Unitholder who at the Closing owns a Disqualified Unit shall pass, only upon proper delivery of such Certificates be deemed to have elected a Percentage Election equal to the Exchange Agent)Individual Minimum Rollover Percentage with respect to such Disqualified Units. Any Rollover Election shall be made in accordance with the following procedures: (i) Promptly following or concurrently with the distribution of the Information Statement to Company Unitholders, the Company shall direct the Paying Agent to deliver to each Partial Rollover Holder a form for submitting a Rollover Election substantially in such form as Hxxxxx United and TD Banknorth shall be mutually agree agreed to by the Principal Parties after the date hereof (the “Rollover 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) Any Rollover Election shall have been made properly only if the number of shares of Hxxxxx United Common Stock which such holder desires to Paying Agent shall 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 received a Rollover 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. (b) To be effective, a properly completed and executed Election Form shall be submitted signed prior to the Exchange Agent on or before 5:00 p.m., p.m. New York City timetime on the date that is twenty (20) days following the date of distribution of the Information Statement, on a or such other date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after as the Mailing Date and no later than the Effective Time) Principal Parties may agree (the “Election Deadline”). An Except with the consent of the Company, any Rollover Election submitted by a Partial Rollover Holder shall be irrevocable. In the event that a Rollover Election Form has not been received from a Partial Rollover Holder as of the Election Deadline, such Partial Rollover Holder shall be deemed properly completed by to have made a holder Rollover Election of Hxxxxx United Common Stock only if accompanied by one or more Certificates fifty-five percent (or customary affidavits and indemnification regarding 55%) of the loss or destruction sum of such Certificates or Partial Rollover Holder’s Per Company Holder Consideration. The Paying Agent, in consultation with the guaranteed delivery of such Certificates) representing all shares of Hxxxxx United Common StockCompany, held by such holdershall have the discretion to determine whether any Rollover Election, or by an appropriate guarantee of delivery of such Certificates from a member of modification or revocation thereof, has been properly and timely made, and to disregard immaterial defects in any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Rollover Election Form. Any holder None of Hxxxxx United Common Stock who has made an election by submitting an the Company, the Holder Representative, or the Paying Agent shall be under any obligation to notify any Partial Rollover Holder of any defect in a Rollover Election Form Form. (iii) Subject to the Exchange Agent may at any time prior Cutback, the Step-Up and the Non-Accredited Investor Adjustment, Buyer shall observe the Rollover Elections of the Partial Rollover Holders and shall issue Buyer Equity Consideration to the Election Deadline change each Partial Rollover Holder in accordance with such holderPartial Rollover Holder’s election by submitting a revised Rollover Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline.

Election Procedures. (aA) 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 theretofore representing shares of WBC Common Stock shall pass, only upon proper delivery of such Certificates Certificates, or customary affidavits and indemnification regarding the loss or destruction of such certificates, to the Exchange Agent), ) in such form as Hxxxxx United WBC and TD Banknorth Frontier shall mutually agree (the “Election Form”), no later than 15 Business Days prior to ) shall be mailed with the anticipated Effective Time Proxy Statement on the date of mailing of the Proxy Statement or on such earlier other date as TD Banknorth Frontier and Hxxxxx United may WBC shall mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United WBC Common Stock as of five Business Days the close of business on the fifth business day 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 . AGREEMENT AND PLAN OF MERGER 9 (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”). B) 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 (ix) elect to receive (1) the number Per Share Stock Consideration in respect of shares all of Hxxxxx United such holder’s WBC 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 ); (ii2) the number Per Share Cash Consideration in respect of all of such holder’s WBC Common Stock (“Cash Election Shares”); or (3) the Per Share Stock Consideration in respect of that portion to such holder’s shares of Hxxxxx United WBC Common Stock which such holder desires equal to have converted into the right Stock Percentage (as defined below), rounded to receive cash as provided herein the nearest whole share (the “Hxxxxx United Mixed Stock Shares”), and the Per Share Cash Consideration in respect of that portion of such holder’s shares of WBC Common Stock equal to the Cash Percentage (as defined below), rounded to the nearest whole share (the “Mixed Cash Shares,” and together with the Mixed Stock Shares, the “Mixed Election Shares”); or (y) to make no election with respect to such holder’s WBC Common Stock (“No Election Shares”). Any holder of Hxxxxx United WBC Common Stock who fails properly with respect 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. (b) To be effective, a properly completed and executed Election Form shall be submitted to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City timePacific Time, on a the date prior to be decided by TD Banknorth the Determination Date (or such other time and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date as Frontier and no later than the Effective TimeWBC may mutually agree) (the “Election Deadline”). An Election Form ) shall also be deemed properly completed to be “No Election Shares.” The term “Cash Percentage” shall mean the quotient, rounded to the nearest thousandth, obtained by a holder dividing (x) the quotient obtained by dividing the Total Cash Amount by the Per Share Consideration, by (y) the total number of Hxxxxx United shares of WBC Common Stock only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction outstanding as of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior Determination Date. “Stock Percentage” shall mean the amount equal to one (1) minus the Election DeadlineCash Percentage.

Election Procedures. (a) TD Banknorth Tower and FNB shall appoint cause the Exchange Agent to mail an agent, who shall be reasonably acceptable Election Form to Hxxxxx United (the “Exchange Agent”), for the purpose holders of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United FNB Common Stock not more than forty (the “Certificates”40) for the Merger Consideration. The Exchange Agent shall mail an election form Business Days and other appropriate and customary transmittal materials not less than twenty (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 20) 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”)Deadline. 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) To elect to receive the number Common Stock Consideration with respect to all or a portion of their shares of Hxxxxx United FNB Common Stock which such holder desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United Common Stock Election Shares”) and ); or (ii) To elect to receive the number Cash Consideration with respect to all or a portion of their shares of Hxxxxx United FNB 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 Tower and FNB shall each use its reasonable efforts to make the Election Form available to all persons who become holders of Hxxxxx United FNB Common Stock who fails properly to submit an Election Form on or before during the period between the record date for the FNB Shareholders Meeting and the Election Deadline in accordance with the procedures set forth in this Section 3.2 or Deadline. Any holder’s Election shall have acquired shares of Hxxxxx United Common Stock after been properly made only if the Secondary Exchange Agent shall have received at its designated office, by the Election Form Record Date shall be deemed to hold Hxxxxx United Stock Election Shares. (b) To be effectiveDeadline, a properly completed and executed signed Election Form shall be submitted accompanied by the FNB Certificates to the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An such Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates relates, in form acceptable for transfer (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such FNB Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made Form from a firm which is an election by submitting an Election Form “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act) provided that such FNB Certificates are in fact delivered to the Exchange Agent may at any by the time set forth in such guarantee of delivery). If a holder of FNB Common Stock: (i) does not submit a properly completed Election Form before the Election Deadline; (ii) revokes an Election Form prior to the Election Deadline change such holder’s election by submitting and does not resubmit a revised Election Form, properly completed and signed that is received by the Exchange Agent Election Form prior to the Election Deadline. Any holder ; or (iii) fails to perfect his, her or its dissenters’ rights pursuant to Section 2.05(b) of Hxxxxx United this Agreement, the shares of FNB Common Stock may at held by such holder shall be designated “No-Election Shares.” Nominee record holders who hold FNB Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Common Stock Election Shares, Cash Election Shares and No-Election Shares. For purposes of this Section 2.02, any time prior Dissenting FNB Shares shall be deemed to be Cash Election Shares and, with respect to such shares, the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close holders thereof shall in no event be classified as holders of business on the day prior to the Election DeadlineReallocated Common Stock Shares as defined herein.

Election Procedures. (a) TD Banknorth Tower and FNB shall appoint cause the Exchange Agent to mail an agent, who shall be reasonably acceptable Election Form to Hxxxxx United (the “Exchange Agent”), for the purpose holders of exchanging certificates that immediately prior to the Effective Time evidenced shares of Hxxxxx United FNB Common Stock not more than forty (the “Certificates”40) for the Merger Consideration. The Exchange Agent shall mail an election form Business Days and other appropriate and customary transmittal materials not less than twenty (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 20) 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”)Deadline. 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) To elect to receive the number Common Stock Consideration with respect to all or a portion of their shares of Hxxxxx United FNB Common Stock which such holder desires to have converted into the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United "Common Stock Election Shares”) and "); or (ii) To elect to receive the number Cash Consideration with respect to all or a portion of their shares of Hxxxxx United FNB 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 Tower and FNB shall each use its reasonable efforts to make the Election Form available to all persons who become holders of Hxxxxx United FNB Common Stock who fails properly to submit an Election Form on or before during the period between the record date for the FNB Shareholders Meeting and the Election Deadline in accordance with the procedures set forth in this Section 3.2 or Deadline. Any holder's Election shall have acquired shares of Hxxxxx United Common Stock after been properly made only if the Secondary Exchange Agent shall have received at its designated office, by the Election Form Record Date shall be deemed to hold Hxxxxx United Stock Election Shares. (b) To be effectiveDeadline, a properly completed and executed signed Election Form shall be submitted accompanied by the FNB Certificates to the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An such Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates relates, in form acceptable for transfer (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such FNB Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made Form from a firm which is an election by submitting an Election Form "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act) provided that such FNB Certificates are in fact delivered to the Exchange Agent may at any by the time set forth in such guarantee of delivery). If a holder of FNB Common Stock: (i) does not submit a properly completed Election Form before the Election Deadline; (ii) revokes an Election Form prior to the Election Deadline change such holder’s election by submitting and does not resubmit a revised Election Form, properly completed and signed that is received by the Exchange Agent Election Form prior to the Election Deadline. Any holder ; or (iii) fails to perfect his, her or its dissenters' rights pursuant to Section 2.05(b) of Hxxxxx United this Agreement, the shares of FNB Common Stock may at held by such holder shall be designated "No-Election Shares." Nominee record holders who hold FNB Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Common Stock Election Shares, Cash Election Shares and No-Election Shares. For purposes of this Section 2.02, any time prior Dissenting FNB Shares shall be deemed to be Cash Election Shares and, with respect to such shares, the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close holders thereof shall in no event be classified as holders of business on the day prior to the Election DeadlineReallocated Common Stock Shares as defined herein.

Election Procedures. (a1) TD Banknorth shall appoint an agent, who shall be reasonably acceptable Synovus will use its commercially reasonable efforts to Hxxxxx United cause Mellon Investor Services LLC (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 Synovus and United and TD Banknorth shall mutually agree (the “"Election Form”), no later than 15 Business Days ") at least 20 days prior to the anticipated Effective Time date of the United Shareholders' meeting called to approve the Merger ("United Shareholders' Meeting") or on such earlier other date as TD Banknorth Synovus and Hxxxxx United may shall mutually agree (the “"Mailing Date”") to each holder of record of Hxxxxx United Common Capital Stock as of five Business Days prior the record date for the United Shareholders' Meeting and to the Mailing Date (the “Election Form Record Date”), provided, however, that Election Forms need not be mailed prior each person entitled 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”)receive Incentive Shares. Each Election Form shall permit each a 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) of United Stock to specify elect to receive: (i) the number Per Share Stock Consideration ("Stock Election Shares"); (ii) the Per Share Cash Consideration ("Cash Election Shares"); (iii) a Per Share Combo Consideration ("Combo Election Shares); or to make no election with respect to such holder's United Stock ("No Election Shares"). (2) Any United 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. Eastern Time on the day of shares the United Shareholders' Meeting (or such other time and date as Synovus and United may mutually agree) (the "Election Deadline") shall be deemed to be "No Election Shares." 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 United Stock represented by such Election Form shall become No Election Shares. Subject to the terms of Hxxxxx 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 Synovus nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (3) Within ten business days after the Election Deadline, unless the Effective Date has not yet occurred, in which case as soon thereafter as practicable, Synovus shall use commercially reasonable efforts to cause the Exchange Agent to effect the allocation among the holders of United Common Stock which such holder desires to have in accordance with the Election Forms as follows: (i) If the aggregate cash amount that would be paid upon the conversion in the Merger of (a) the Cash Election Shares and (b) the Combo Election Shares would exceed the Total Cash Consideration then: (a) all Stock Election Shares and No Election Shares shall be converted into the right to receive TD Banknorth Common the Per Share Stock as provided herein Consideration; (the “Hxxxxx United Stock Election Shares”) and (iib) the number of Cash Election Shares and the Per Share Cash Consideration portion of the Combo Election Shares shall be automatically reduced on a pro rata basis to that number of shares (converting the Per Share Cash Consideration portion of Hxxxxx United Common Stock the Combo Election Shares into the number of shares to which such holder desires consideration would apply) such that the aggregate cash amount that will be paid in the Merger equals as closely as possible the Total Cash Consideration; (c) the Cash Election Shares and the portion of the Combo Shares represented by the amount elected to have be received as Per Share Cash Consideration remaining after adjustment pursuant to subsection (i)(b) above shall be converted into the right to receive cash as provided herein the Per Share Cash Consideration; and (d) the “Hxxxxx United Stock that would have been Cash Election Shares”). Any holder Shares or the Per Share Cash Election portion of Hxxxxx United the Combo Election Shares but for the adjustment pursuant to subsection (i)(b) above shall be converted into the right to receive the Per Share Stock Consideration. (ii) If the aggregate number of shares of Synovus Common Stock who fails properly to submit an be issued upon the conversion in the Merger of (a) the Stock Election Form on or before Shares and (b) the Combo Election Deadline in accordance with Shares would exceed the procedures set forth in this Section 3.2 or shall have acquired shares of Hxxxxx United Common Total Stock after the Secondary Consideration then: (a) all Cash Election Form Record Date Shares and No Election Shares shall be deemed converted into the right to hold Hxxxxx United Stock Election Shares.receive the Per Share Cash Consideration; (b) To be effective, a properly completed the number of Stock Election Shares and executed the Per Share Stock Consideration portion of the Stock Election Form Shares shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, automatically reduced on a date pro rata basis to that number of shares (converting the Per Share Stock Consideration Portion of the Combo Election Shares into the number of shares to which such consideration would apply) such that the aggregate number of shares of Synovus Common Stock to be decided issued in connection with the Merger equals as closely as possible the Total Stock Consideration; (c) the Stock Election Shares and the portion of the Combo Shares represented by TD Banknorth and reasonably acceptable the amount elected to Hxxxxx United be received as Per Share Stock Consideration remaining after adjustment pursuant to subsection (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Timeii)(b) (the “Election Deadline”). An Election Form above shall be deemed properly completed by a holder of Hxxxxx converted into the right to receive the Per Share Stock Consideration; and (d) the United Common Stock only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates that would have been Stock Election Shares or the guaranteed delivery of such Certificates) representing all shares of Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or Per Share Stock Consideration portion of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in Combo Election Shares but for the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form adjustment pursuant to subsection (ii)(b) above shall be converted into the Exchange Agent may at any time prior right to receive the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election DeadlinePer Share Cash Consideration.

Election Procedures. (a) TD Banknorth EQ Shareowner Services shall appoint an agent, who shall be reasonably acceptable to Hxxxxx United serve as exchange agent (the “Exchange Agent”), ) for the purpose payment and exchange of exchanging certificates that immediately prior to the Effective Time evidenced Merger Consideration. (b) Holders of record of PCB Common Stock have the right submit an Election Form (defined below) specifying the number of shares of Hxxxxx United PCB Common Stock, if any, held by such Holder that such Holder desires to have converted into the right to receive BFC Common Stock (the a “CertificatesStock Election”) for and the Merger Consideration. The Exchange Agent shall mail an number of shares of PCB Common Stock that the Holder desires to have converted into the right to receive the Per Share Amount in cash (a “Cash Election”). (c) 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”), together with a Letter of Transmittal (as defined in Section 2.08), shall be mailed no later less than 15 twenty (20) Business Days prior to the anticipated Effective Time Election Deadline (as defined below) or on such earlier date as TD Banknorth BFC and Hxxxxx United may PCB shall mutually agree (the “Mailing Date”) to each holder Holder of record of Hxxxxx United PCB Common Stock as of five (5) Business Days prior to the Mailing Date Date. Holders of record of shares of PCB Common Stock who hold such shares as nominees, trustees or in other representative capacities (the a “Representative”) may submit multiple Election Forms, provided that each such Election Form Record Date”)covers all the shares of PCB Common Stock held by each Representative for a particular beneficial owner. Any shares owned by a Holder who has not, providedas of the Election Deadline, however, that Election Forms need not be mailed prior made an election by submission to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. BFC shall make available an additional one or more Election Form Forms as may reasonably be requested in writing from time to time by all Persons who become record holders (or beneficial owners) of Hxxxxx United PCB Common Stock between the record date for the initial mailing of Election Form Record Date Forms and the close of business on the fifth Business Day prior to the Election Deadline Deadline, and PCB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. (d) The term “Election Deadline”, as used below, shall mean 5:00 p.m., Eastern time, on the “Secondary Election Form Record Date”). Each Election Form shall permit each holder later 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 date 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”) PCB Meeting and (ii) the number of shares of Hxxxxx United Common Stock which such holder desires date that BFC and PCB shall agree is as near as practicable to five (5) Business Days prior to the expected Closing Date. An election shall have converted into been properly made only if the right to receive cash as provided herein (the “Hxxxxx United Cash Election Shares”). Any holder of Hxxxxx United Common Stock who fails Exchange Agent shall have actually received a properly to submit an completed Election Form on or before by 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. (b) To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all the shares of Hxxxxx United PCB Common Stock, held Stock covered by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election Election Form may be revoked or changed by the Person submitting an such Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the close of business on the day Exchange Agent at or prior to the Election Deadline. Shares of PCB Common Stock held by holders who acquired such shares subsequent to the Election Deadline will be designated Non-Election Shares. In addition, if a Holder of PCB Common Stock either (1) does not submit a properly completed Election Form in a timely fashion or (2) revokes its Election Form prior to the Election Deadline and fails to file a new properly completed Election Form before the deadline, such shares shall be designated Non-Election Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have 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 BFC 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 Not less than 20 days prior to the anticipated Effective Time (the “Mailing Date”), an election form in such form as CME shall appoint an agent, who specify and as 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 GFI (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”) shall be mailed to each holder of record of Hxxxxx United shares of GFI 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”). b) 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 Beneficial Owner through proper instructions appropriate and documentationcustomary documentation and instructions) to specify (i) the number of shares of Hxxxxx United such holder’s GFI Common Stock with respect to which such holder desires to have converted into the right elects to receive TD Banknorth Common the Per Share Stock as provided herein Consideration (the “Hxxxxx United Stock Election Shares”) and ), (ii) the number of shares of Hxxxxx United such holder’s GFI Common Stock with respect to which such holder desires to have converted into the right elects to receive cash as provided herein the Per Share Cash Consideration (the “Hxxxxx United Cash Election Shares”) or (iii) that such holder makes no election with respect to such holder’s GFI Common Stock (the “No Election Shares”). Any holder of Hxxxxx United GFI Common Stock who fails with respect to which the Exchange Agent does not receive an effective, properly to submit an completed Election Form on or before during 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 Period shall be deemed to hold Hxxxxx United Stock be No Election Shares. CME shall publicly announce (which public announcement may be on a Form 8-K filed with the SEC) the anticipated Election Deadline at least five Business Days prior to the anticipated Effective Time. If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and CME shall promptly announce any such delay and, when determined, the rescheduled Election Deadline. (bc) To CME shall make available one or more Election Forms as may reasonably be effectiverequested from time to time by all Persons who become holders (or Beneficial Owners) of GFI Common Stock during the Election Period, a properly completed and executed Election Form GFI shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An properly completed Election Form shall during the Election Period. Any Election Form may be deemed properly completed revoked or changed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in Person submitting such Election Form. Any holder of Hxxxxx United Common Stock who has made an election , by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is written notice received by the Exchange Agent prior during the Election Period. In the event an Election Form is revoked during the Election Period, the shares of GFI Common Stock represented by such Election Form shall become No Election Shares, except to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior extent (if any) a subsequent election is properly made during the Election Deadline revoke Period with respect to any or all of such holder’s election shares of GFI Common Stock. Subject to the terms of this Agreement and withdraw such holder’s Certificates deposited with of the Election Form, the Exchange Agent by written notice 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 received by regarding such matters shall be binding and conclusive. None of CME or GFI or the close Exchange Agent shall be under any obligation to notify any Person of business on the day prior to the any defect in an Election DeadlineForm.

Election Procedures. (a) TD Banknorth shall appoint an agentA holder of Monticello Shares other than Mx. Xxxxx (a “Remaining Holder”) may, who shall prior to the special meeting of the shareholders of Monticello at which the Merger is to be reasonably acceptable to Hxxxxx United considered (the “Exchange AgentMonticello Meeting”), file a written election form (an “Election Form”) with Monticello specifying whether such Remaining Holder prefers to have such Remaining Holder’s portion of the Total Merger Consideration paid to such Remaining Holder in shares of CapitalSouth Shares only (a “Stock Election”), cash only (a “Cash Election”), or any proportion of cash and whole shares of CapitalSouth Shares that such Remaining Holder desires to receive, subject to the limitations on cash and share consideration in Sections 2.2(b) and (c) hereof. A Remaining Holder who makes a Cash Election for a Monticello Share (and is not pro-rated as described below) shall receive approximately 0.000347222 times the Total Merger Value in cash for such Monticello Share. A Remaining Holder who makes a Stock Election for a Monticello Share (and is not pro-rated as described below) shall receive approximately 0.000347222 times the Total Merger Value in CapitalSouth Shares for such Monticello Share. (b) Notwithstanding Section 2.2(a) hereof and notwithstanding any elections made pursuant to the Election Forms, the aggregate amount of cash to be distributed in the Merger for the purpose 1496 Monticello Shares held by the Remaining Holders (the “Remaining Monticello Shares”) shall be the Remaining Cash Consideration ($5,955,556) even if the aggregate amount of exchanging certificates cash elected by the Remaining Holders (the “Aggregate Cash Election”) is less than or exceeds the Remaining Cash Consideration. Notwithstanding Section 2.2(a) hereof and notwithstanding any elections made pursuant to the Election Forms, the aggregate number of shares of CapitalSouth Shares to be distributed to the Remaining Holders in the Merger shall be the Remaining CapitalSouth Shares, even if the aggregate number of shares of CapitalSouth Shares elected by the Remaining Holders (the “Aggregate Stock Election”) is less than or exceeds the Remaining CapitalSouth Shares. If the aggregate of all Remaining Holders Cash Elections (or Stock Elections) exceeds the Remaining Cash Consideration (or the Remaining CapitalSouth Shares) (in either case, an “Unbalanced Request”), the Remaining Merger Consideration distributable to each Remaining Holder shall be adjusted by taking the following steps: (1) determine the amount by which the Aggregate Cash Election (or Aggregate Stock Election) exceeds the Remaining Cash Consideration (or the Remaining CapitalSouth Shares); (2) reduce the amount of cash (or CapitalSouth Shares) that each such Remaining Holder who elects cash (or CapitalSouth Shares) and who contributed to the Unbalanced Request in an amount in excess of the Baseline Consideration Allocation will receive on a pro rata basis until the Aggregate Cash Election (or the Aggregate Stock Election) is equal to the Remaining Cash Consideration (or the Remaining CapitalSouth Shares) (the aggregate amount of this reduction shall be referred to as the “Excess Election”) (it being understood that holders receiving the Baseline Consideration Allocation shall not be subject to pro-ration); (3) determine the number of shares of Monticello Shares that each Remaining Holder’s pro rata portion of the Excess Election represents (which will be the pro rata portion of the Excess Election divided by 0.000347222 times the Total Merger Value in the case of a cash Excess Election (or the pro-rata portion of the Excess Election divided by 0.000347222 times the Total Merger Value in CapitalSouth Shares in the case of a CapitalSouth Shares Excess Election)); (4) increase such Remaining Holder’s stock (or cash) component of such Remaining Holder’s Remaining Merger Consideration by 0.000347222 times the Total Merger Value in CapitalSouth Shares (or $0.000347222 times the Total Merger Value in cash) for each share of Monticello Shares determined in step (3) above. (c) Elections made shall apply to all shares of record of Remaining Monticello Shares held 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 by a Remaining Holder of record of Hxxxxx United Common Stock as of five Business Days prior to making the Mailing Date (the “Election Form Record Date”), provided, however, that Election Forms need election. If a Remaining Holder does 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 Form, then such Remaining Holder shall be deemed to hold Hxxxxx United Stock Election Shareshave elected to receive consideration in an amount equal to $3,980.99 in cash plus 0.06684% of the Remaining CapitalSouth Shares for each share of Monticello Shares as his or her portion of the Remaining Merger Consideration. Interest will not be paid on any cash to be paid as part of the Total Merger Consideration. (bd) To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or The following table sets forth examples of the National Association calculation of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may various items defined herein at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline.selected Average Market Price levels:

Election Procedures. (a) TD Banknorth shall appoint an agentHolders of TNB Stock may elect to receive shares of NHTB Stock or cash (in either case without interest) in exchange for their shares of TNB Stock in accordance with the following procedures, who shall be reasonably acceptable to Hxxxxx United provided that, in the aggregate, eighty percent (80%) of the total number of shares of TNB Stock issued and outstanding at the Effective Time, including any Dissenting Shares (the “Exchange AgentStock Conversion Number”), for shall be converted into the purpose of exchanging certificates that immediately prior to Stock Consideration and the Effective Time evidenced remaining outstanding shares of Hxxxxx United Common TNB Stock shall be converted into the Cash Consideration. Shares of TNB Stock as to which a holder of TNB Stock has elected to receive the Cash Consideration (including, pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of TNB Stock as to which a holder of TNB Stock has elected to receive the Stock Consideration (including, pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of TNB Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of Stock Election Shares is referred to herein as the “CertificatesStock Election Number.” (b) 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 the Exchange Agent), in such form as Hxxxxx United TNB and TD Banknorth NHTB shall mutually agree (the “Election Form”), shall be mailed no later more than 15 forty (40) Business Days and no less than twenty (20) Business Days prior to the anticipated Effective Time Date or on such earlier date as TD Banknorth TNB and Hxxxxx United may NHTB shall mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United Common TNB Stock as of five (5) 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 such holder, subject to the case of nominee record holders, the beneficial owner through proper instructions allocation 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 election procedures set forth in this Section 3.2 2.07, (i) to elect to receive all cash with respect to each share of TNB Stock held by such holder, (ii) to elect to receive all NHTB Stock with respect to each share of TNB Common Stock held by such holder, (iii) to elect to receive cash with respect to a part of such holder’s TNB Stock and NHTB Stock with respect to the remaining part of such holder’s TNB Stock (a “Mixed Election”), or shall have acquired (iv) to indicate that such record holder has no preference as to the receipt of cash or NHTB Stock for such shares. A holder of record of shares of Hxxxxx United Common TNB Stock after the Secondary who holds such shares as nominee, trustee or in another representative capacity may submit multiple Election Forms, provided that each such Election Form Record Date covers all the shares of TNB Stock held by such nominee, trustee or held in another representative capacity for a particular beneficial owner. Any shares of TNB Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to hold Hxxxxx United Stock such shares the holders thereof shall in no event receive consideration comprised of NHTB Stock, subject to Section 2.06; provided, however, that for purposes of making the proration calculations provided for in this Section 2.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. (bc) To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Eastern time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United the twenty-fifth (which date shall not be earlier than 15 Business Days after 25th) day following the Mailing Date (or such other time and no later than the Effective Timedate as TNB and NHTB may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. TNB shall make available up to two separate Election Forms, or such additional Election Forms as NHTB may permit, to all Persons who become holders (or beneficial owners) of TNB Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. TNB shall provide to the 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 by the Election Deadline. An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Common Stock, held TNB Stock covered by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form, together with duly executed transmittal materials included with the Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an If a TNB shareholder either (i) does not submit a properly completed Election Form to the Exchange Agent may at any time in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline change such holder’s election by (without later submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent Election Form prior to the Election Deadline), the shares of TNB Stock held by such shareholder shall be designated as Non-Election Shares. Any holder of Hxxxxx United Common Stock Election Form may at any time prior be revoked or changed by the Person submitting such Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the close of business on the day Exchange Agent at or prior to the Election Deadline. NHTB shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the Person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. (d) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election Shares will be entitled to receive the Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. (e) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (i) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (ii) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and each holder of Cash Election Shares shall receive the Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Election Procedures. (aA) 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 theretofore representing shares of WBC Common Stock shall pass, only upon proper delivery of such Certificates Certificates, or customary affidavits and indemnification regarding the loss or destruction of such certificates, to the Exchange Agent), ) in such form as Hxxxxx United WBC and TD Banknorth Frontier shall mutually agree (the “Election Form”), no later than 15 Business Days prior to ) shall be mailed with the anticipated Effective Time Proxy Statement on the date of mailing of the Proxy Statement or on such earlier other date as TD Banknorth Frontier and Hxxxxx United may WBC shall mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United WBC Common Stock as of five Business Days the close of business on the fifth business day 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”). B) 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 (ix) elect to receive (1) the number Per Share Stock Consideration in respect of shares all of Hxxxxx United such holder’s WBC 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 ); (ii2) the number Per Share Cash Consideration in respect of all of such holder’s WBC Common Stock (“Cash Election Shares”); or (3) the Per Share Stock Consideration in respect of that portion to such holder’s shares of Hxxxxx United WBC Common Stock which such holder desires equal to have converted into the right Stock Percentage (as defined below), rounded to receive cash as provided herein the nearest whole share (the “Hxxxxx United Mixed Stock Shares”), and the Per Share Cash Consideration in respect of that portion of such holder’s shares of WBC Common Stock equal to the Cash Percentage (as defined below), rounded to the nearest whole share (the “Mixed Cash Shares,” and together with the Mixed Stock Shares, the “Mixed Election Shares”); or (y) to make no election with respect to such holder’s WBC Common Stock (“No Election Shares”). Any holder of Hxxxxx United WBC Common Stock who fails properly with respect 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. (b) To be effective, a properly completed and executed Election Form shall be submitted to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York City timePacific Time, on a the date prior to be decided by TD Banknorth the Determination Date (or such other time and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date as Frontier and no later than the Effective TimeWBC may mutually agree) (the “Election Deadline”). An Election Form ) shall also be deemed properly completed to be “No Election Shares.” The term “Cash Percentage” shall mean the quotient, rounded to the nearest thousandth, obtained by a holder dividing (x) the quotient obtained by dividing the Total Cash Amount by the Per Share Consideration, by (y) the total number of Hxxxxx United shares of WBC Common Stock only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction outstanding as of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior Determination Date. “Stock Percentage” shall mean the amount equal to one (1) minus the Election DeadlineCash Percentage.

Election Procedures. (a) TD Banknorth Not less than 10 Business Days prior to the mailing of the Joint Proxy Statement, DigitalGlobe shall appoint an agent, who shall be a bank or trust company selected by DigitalGlobe and reasonably acceptable to Hxxxxx United GeoEye (provided that DigitalGlobe's transfer agent shall be deemed reasonably satisfactory to GeoEye) to act as exchange agent (the “Exchange Agent”), ) for the purpose payment of exchanging certificates that immediately the Merger Consideration. (b) Each Person who, on or prior to the Effective Time evidenced Election Date, is a record holder of shares of Hxxxxx United GeoEye Common Stock other than Dissenting Shares shall be entitled to specify the number of such holder's shares of GeoEye Common Stock with respect to which such holder makes a Cash Election, a Stock Election or a Mixed Election. (c) DigitalGlobe shall prepare and file as an exhibit to the Form S-4 a form of election (the “CertificatesForm of Election”) for the Merger Considerationin form and substance reasonably acceptable to GeoEye. The Exchange Agent shall mail an election form and other appropriate and customary transmittal materials (which Form of Election shall specify that delivery shall be effected, and risk of loss and title to the any Certificates shall pass, only upon proper delivery of such the Form of Election and any Certificates to the Exchange Agent), in such form as Hxxxxx United and TD Banknorth . GeoEye shall mutually agree (mail the “Form of Election Form”), no later than 15 Business Days prior with the Joint Proxy Statement 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 all persons who are record holders of record shares of Hxxxxx United GeoEye 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)record date for GeoEye Stockholders Meeting. The Exchange Agent Form of Election shall make available an additional Election Form to all Persons who become be used by each 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 shares of Hxxxxx United GeoEye Common Stock (or or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify make a Cash Election, a Stock Election or a Mixed Election. In the event that a holder fails to make a Cash Election, a Stock Election or a Mixed Election with respect to any shares of GeoEye Common Stock held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those shares (each such share, a “Non-Electing GeoEye Share”). GeoEye shall use its commercially reasonable efforts to make the Form of Election available to all persons who become record holders of shares of GeoEye Common Stock during the period between the record date for the GeoEye Stockholders Meeting and the Election Date. Unless the properly completed Form of Election provides otherwise, for all purposes of this Section and in accordance with Treasury Regulation Section 1.358-2(a)(2)(ii), (i) a holder will be treated as having surrendered, in exchange for the total amount of the Merger Consideration received in cash, if any, to be paid to such holder under this Article II (with respect to a holder, the “Cash Portion”), the number of shares of Hxxxxx United GeoEye Common Stock Stock, GeoEye Preferred Stock, or both, as applicable, of such holder as to which such holder desires to have converted into the has a right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United Stock Election Shares”cash pursuant to Sections 2.01(c) and 2.01(d); and (ii) for purposes of clause (i), the number of shares of Hxxxxx United Common Stock which Certificates surrendered by a holder in exchange for such holder desires to have converted into the right to receive cash as provided herein (the “Hxxxxx United holder's 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 Portion will be deemed to hold Hxxxxx be: (A) first, of those Certificates evidencing shares held by such holder for more than one year before the Merger within the meaning of Section 1223 of the Code, if any, those Certificates with the highest United Stock Election SharesStates federal income tax basis, in descending order until such Certificates are exhausted or the Cash Portion for such holder is fully paid, then (B) of all other of such holder's Certificates, those Certificates with the highest United States federal income tax basis, in descending order until the Cash Portion for such holder is fully paid. (bd) To be effective, a Any holder’s election shall have been properly completed and executed Election Form shall be submitted to made only if the Exchange Agent on or before shall have received at its designated office, by 5:00 p.m., New York City time, on a (i) the date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United of the GeoEye Stockholders Meeting or (which date shall not be earlier ii) if the Closing Date is more than 15 four Business Days after following the Mailing GeoEye Stockholders Meeting, 2 Business Days preceding the Closing Date and no later than the Effective Time) (the “Election DeadlineDate”). An , a Form of Election Form shall be deemed properly and fully completed and signed and accompanied by (A) in the case of shares of GeoEye Common Stock represented by a holder Certificate, Certificates representing the shares of Hxxxxx United GeoEye Common Stock only if accompanied by one to which such Form of Election relates, duly endorsed in blank or more Certificates otherwise in form acceptable for transfer on the books of GeoEye (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Form of Election Form. Any holder of Hxxxxx United Common Stock who has made from a firm that is an election by submitting an Election Form "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent may by the time set forth in such guarantee of delivery) or (ii) in the case of shares of GeoEye Common Stock held in book-entry form, any additional documents required by the procedures set forth in the Form of Election. After a Cash Election, a Stock Election or a Mixed Election is validly made with respect to any shares of GeoEye Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of GeoEye, unless and until such Cash Election, Stock Election or Mixed Election is properly revoked. (e) DigitalGlobe and GeoEye shall publicly announce the anticipated Election Date at any time least 7 Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline change Date shall be similarly delayed to a subsequent date, and DigitalGlobe and GeoEye shall promptly announce any such holder’s election delay and, when determined, the rescheduled Election Date. (f) Any Cash Election, Stock Election or Mixed Election may be revoked with respect to all or a portion of the shares of GeoEye Common Stock subject thereto by submitting a revised the holder who submitted the applicable Form of Election Form, properly completed and signed that is by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election DeadlineDate. Any In addition, all Cash Elections, Stock Elections and Mixed Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Cash Election, a Stock Election or a Mixed Election is revoked, the shares as to which such election previously applied shall be treated as Non-Electing GeoEye Shares unless a contrary election is submitted by the holder within the period during which elections are permitted to be made pursuant to Section 2.02(d). Certificates will not be returned to holders, and the accounts of Hxxxxx United holders of shares GeoEye Common Stock may held in book-entry form will not be credited at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with Depository Trust Company, unless the holder so requests. (g) The determination of the Exchange Agent by written notice to (or the joint determination of DigitalGlobe and GeoEye, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not Cash Elections, Stock Elections or Mixed Elections shall have been properly made or revoked pursuant to this Section 2.02 and as to when Cash Elections, Stock Elections, Mixed Elections and revocations were received by the close Exchange Agent. The Exchange Agent (or DigitalGlobe and GeoEye jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 2.01(c), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of business on DigitalGlobe, make any rules as are consistent with this Section 2.02 for the day prior implementation of the Cash Elections, Stock Elections and Mixed Elections provided for in this Agreement as shall be necessary or desirable to the Election Deadlineeffect these Cash Elections, Stock Elections and Mixed Elections.

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 theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent), ) in such form as Hxxxxx United Parent shall specify and TD Banknorth as shall mutually be reasonably acceptable to the Company (the "ELECTION FORM") shall be mailed together with the Proxy Statement or at such other time as the Company and Parent may 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”"MAILING DATE") to each holder of record of Hxxxxx United Company Common Stock as of five Business Days prior the close of business on the record date for notice of the Company Stockholder Meeting (the "ELECTION FORM RECORD DATE"). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), other than any holder of Dissenting Shares, to specify (i) the number of shares of such holder's Company Common Stock with respect to which such holder elects to receive the Per Share Mixed Consideration, (ii) the number of shares of such holder's Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration, (iii) the number of shares of such holder's Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration, or (iv) that such holder makes no election with respect to such holder's Company Common Stock ("NO ELECTION SHARES"). Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., New York time, on the twentieth (20th) day following the Mailing Date (or such other time and date as the “Company and Parent shall agree) (the "ELECTION DEADLINE") (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed to be No Election Form Record Date”), provided, however, that Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals Shares. (exclusive of the expiration or termination of statutory waiting periods). The Exchange Agent c) Parent shall make available an additional one or more Election Form Forms as may reasonably be requested from time to time by all 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 prior to the Election Deadline (Deadline, and the “Secondary Election Form Record Date”). Each Election Form Company 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. (b) To be effective, a properly completed and executed Election Form shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a date to be decided properly completed Election Form by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates and, if required by Parent or the guaranteed delivery Surviving Corporation, the posting by such Person of a bond, in such Certificatesreasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate) representing all shares of Hxxxxx United Company Common Stock, held Stock covered by such holderElection Form, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company together with duly executed transmittal materials included in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to may be revoked or changed by the Exchange Agent may at any time prior to the Election Deadline change Person submitting such holder’s election by submitting a revised Election Form, properly completed and signed that is by written notice received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior In the event an Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the Certificates representing such shares of Company Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any or all of such shares of Company Common Stock. 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. None of Parent, Company or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Election Procedures. (a) TD Banknorth Not less than 10 Business Days prior to the mailing of the Joint Proxy Statement, DigitalGlobe shall appoint an agent, who shall be a bank or trust company selected by DigitalGlobe and reasonably acceptable to Hxxxxx United GeoEye (provided that DigitalGlobe’s transfer agent shall be deemed reasonably satisfactory to GeoEye) to act as exchange agent (the “Exchange Agent”), ) for the purpose payment of exchanging certificates that immediately the Merger Consideration. (b) Each Person who, on or prior to the Effective Time evidenced Election Date, is a record holder of shares of Hxxxxx United GeoEye Common Stock other than Dissenting Shares shall be entitled to specify the number of such holder’s shares of GeoEye Common Stock with respect to which such holder makes a Cash Election, a Stock Election or a Mixed Election. (c) DigitalGlobe shall prepare and file as an exhibit to the Form S-4 a form of election (the “CertificatesForm of Election”) for the Merger Considerationin form and substance reasonably acceptable to GeoEye. The Exchange Agent shall mail an election form and other appropriate and customary transmittal materials (which Form of Election shall specify that delivery shall be effected, and risk of loss and title to the any Certificates shall pass, only upon proper delivery of such the Form of Election and any Certificates to the Exchange Agent), in such form as Hxxxxx United and TD Banknorth . GeoEye shall mutually agree (mail the “Form of Election Form”), no later than 15 Business Days prior with the Joint Proxy Statement 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 all persons who are record holders of record shares of Hxxxxx United GeoEye 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)record date for GeoEye Stockholders Meeting. The Exchange Agent Form of Election shall make available an additional Election Form to all Persons who become be used by each 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 shares of Hxxxxx United GeoEye Common Stock (or or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify make a Cash Election, a Stock Election or a Mixed Election. In the event that a holder fails to make a Cash Election, a Stock Election or a Mixed Election with respect to any shares of GeoEye Common Stock held or beneficially owned by such holder, then such holder shall be deemed to have made a Mixed Election with respect to those shares (each such share, a “Non-Electing GeoEye Share”). GeoEye shall use its commercially reasonable efforts to make the Form of Election available to all persons who become record holders of shares of GeoEye Common Stock during the period between the record date for the GeoEye Stockholders Meeting and the Election Date. Unless the properly completed Form of Election provides otherwise, for all purposes of this Section and in accordance with Treasury Regulation Section 1.358-2(a)(2)(ii), (i) a holder will be treated as having surrendered, in exchange for the total amount of the Merger Consideration received in cash, if any, to be paid to such holder under this Article II (with respect to a holder, the “Cash Portion”), the number of shares of Hxxxxx United GeoEye Common Stock Stock, GeoEye Preferred Stock, or both, as applicable, of such holder as to which such holder desires to have converted into the has a right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United Stock Election Shares”cash pursuant to Sections 2.01(c) and 2.01(d); and (ii) for purposes of clause (i), the number of shares of Hxxxxx United Common Stock which Certificates surrendered by a holder in exchange for such holder desires to have converted into the right to receive cash as provided herein (the “Hxxxxx United holder’s 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 Portion will be deemed to hold Hxxxxx be: (A) first, of those Certificates evidencing shares held by such holder for more than one year before the Merger within the meaning of Section 1223 of the Code, if any, those Certificates with the highest United Stock Election SharesStates federal income tax basis, in descending order until such Certificates are exhausted or the Cash Portion for such holder is fully paid, then (B) of all other of such holder’s Certificates, those Certificates with the highest United States federal income tax basis, in descending order until the Cash Portion for such holder is fully paid. (bd) To be effective, a Any holder’s election shall have been properly completed and executed Election Form shall be submitted to made only if the Exchange Agent on or before shall have received at its designated office, by 5:00 p.m., New York City time, on a (i) the date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United of the GeoEye Stockholders Meeting or (which date shall not be earlier ii) if the Closing Date is more than 15 four Business Days after following the Mailing GeoEye Stockholders Meeting, 2 Business Days preceding the Closing Date and no later than the Effective Time) (the “Election DeadlineDate”). An , a Form of Election Form shall be deemed properly and fully completed and signed and accompanied by (A) in the case of shares of GeoEye Common Stock represented by a holder Certificate, Certificates representing the shares of Hxxxxx United GeoEye Common Stock only if accompanied by one to which such Form of Election relates, duly endorsed in blank or more Certificates otherwise in form acceptable for transfer on the books of GeoEye (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Form of Election Form. Any holder of Hxxxxx United Common Stock who has made from a firm that is an election by submitting an Election Form “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided that such Certificates are in fact delivered to the Exchange Agent may by the time set forth in such guarantee of delivery) or (ii) in the case of shares of GeoEye Common Stock held in book-entry form, any additional documents required by the procedures set forth in the Form of Election. After a Cash Election, a Stock Election or a Mixed Election is validly made with respect to any shares of GeoEye Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of GeoEye, unless and until such Cash Election, Stock Election or Mixed Election is properly revoked. (e) DigitalGlobe and GeoEye shall publicly announce the anticipated Election Date at any time least 7 Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Deadline change Date shall be similarly delayed to a subsequent date, and DigitalGlobe and GeoEye shall promptly announce any such holder’s election delay and, when determined, the rescheduled Election Date. (f) Any Cash Election, Stock Election or Mixed Election may be revoked with respect to all or a portion of the shares of GeoEye Common Stock subject thereto by submitting a revised the holder who submitted the applicable Form of Election Form, properly completed and signed that is by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election DeadlineDate. Any In addition, all Cash Elections, Stock Elections and Mixed Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VIII. If a Cash Election, a Stock Election or a Mixed Election is revoked, the shares as to which such election previously applied shall be treated as Non-Electing GeoEye Shares unless a contrary election is submitted by the holder within the period during which elections are permitted to be made pursuant to Section 2.02(d). Certificates will not be returned to holders, and the accounts of Hxxxxx United holders of shares GeoEye Common Stock may held in book-entry form will not be credited at any time prior the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with Depository Trust Company, unless the holder so requests. (g) The determination of the Exchange Agent by written notice to (or the joint determination of DigitalGlobe and GeoEye, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not Cash Elections, Stock Elections or Mixed Elections shall have been properly made or revoked pursuant to this Section 2.02 and as to when Cash Elections, Stock Elections, Mixed Elections and revocations were received by the close Exchange Agent. The Exchange Agent (or DigitalGlobe and GeoEye jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations contemplated by Section 2.01(c), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of business on DigitalGlobe, make any rules as are consistent with this Section 2.02 for the day prior implementation of the Cash Elections, Stock Elections and Mixed Elections provided for in this Agreement as shall be necessary or desirable to the Election Deadlineeffect these Cash Elections, Stock Elections and Mixed Elections.

Election Procedures. Not less than forty-five (a45) 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 business days prior to the anticipated Effective Time or on such earlier other date as TD Banknorth ACNB and Hxxxxx United may NW Bancorp shall mutually agree (the “Mailing Date”) ), ACNB shall cause the Exchange Agent to mail an Election Form in such form as ACNB and NW Bancorp shall mutually agree to each holder of record of Hxxxxx United NW Bancorp Common Stock as of five Business Days the close of business on the fifth (5th) business day 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 and documentation) to specify ): (i) To elect to receive the Stock Consideration with respect to all of their shares of NW Bancorp Common Stock (the “Stock Election Shares”); or (ii) To elect to receive the Cash Consideration with respect to all of their shares of NW Bancorp Common Stock (the “Cash Election Shares”); or (iii) To elect to receive the Stock Consideration with respect to a specified number of their shares of Hxxxxx United NW Bancorp Common Stock which such and the Cash Consideration with respect to their remaining shares of NW Bancorp Common Stock (a “Mixed Election”). With respect to each holder desires of record of NW Bancorp Common Stock who makes a Mixed Election, their shares of NW Bancorp Common Stock to have be converted into the right to receive TD Banknorth the Stock Consideration shall be treated as Stock Election Shares and their shares of NW Bancorp 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 be converted into the right to receive cash the Cash Consideration shall be treated as provided herein (the “Hxxxxx United Cash Election Shares”). Any holder of Hxxxxx United Common Stock who fails properly , in each case subject to submit an Election Form on or before the Election Deadline in accordance with the procedures allocation rules set forth in Section 1.02(l) of this Section 3.2 or Agreement. The Exchange Agent shall have acquired shares use reasonable efforts to make the Election Form available to all Persons who become holders of Hxxxxx United NW Bancorp Common Stock after during the Secondary period between the Election Form Record Date shall be deemed to hold Hxxxxx United Stock and the Election Shares. Deadline. If holders of NW Bancorp Common Stock: (bi) To be effective, do not submit a properly completed and executed Election Form shall be submitted to before the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock 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 Certificatesii) representing all shares of Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting revoke an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting and do not resubmit a revised Election Form, properly completed and signed that is received by the Exchange Agent Election Form prior to the Election Deadline. Any holder ; or (iii) fail to perfect his, her or its dissenters’ rights pursuant to Section 1.02(i)(v) of Hxxxxx United this Agreement, the shares of NW Bancorp Common Stock may at held by such holder shall be deemed “No Election Shares”. Nominee record holders who hold NW Bancorp Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No Election Shares. For purposes of Section 1.02(j), any time prior the Dissenting NW Bancorp Shares shall be deemed to be Cash Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election DeadlineShares, provided that Dissenting NW Bancorp Shares shall not under any circumstance be converted into Reallocated Stock 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 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”), 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 a 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) of outstanding Company Common Stock to specify 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 number of shares of Hxxxxx United "Cash Election Shares") or (ii) ICBC Common Stock (shares as to which such holder desires to have converted into election is made, the right to receive TD Banknorth Common Stock as provided herein (the “Hxxxxx United "Stock Election Shares”) "). A holder of Company Common Stock may elect to receive a combination of ICBC Common Stock and (ii) the number of cash with respect to his shares of Hxxxxx United Company Common Stock. Notwithstanding the foregoing, no holder of Company Common Stock which such holder desires to have converted into the right may elect to receive cash as ICBC Common Stock pursuant to the election procedures provided herein (the “Hxxxxx United Cash Election Shares”). Any holder of Hxxxxx United Common Stock who fails properly with respect 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 fewer than 100 shares of Hxxxxx United Company Common Stock after the Secondary Election Form Record Date shall be deemed to hold Hxxxxx United Stock Election Shares. (b) Stock. To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the 20th day following the Mailing Date (or such other time and no later than date as ICBC and the Effective TimeCompany may mutually agree) (the “"Election Deadline”"); provided, however, that the Election Deadline may not occur on or after the Closing Date (as defined in Section 10.1 hereof). ICBC shall make available up to two separate Election Forms, or such additional Election Forms as ICBC may permit, to all persons who become holders (or beneficial owners) of Company Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. The Company shall provide to the 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 by the Election Deadline. An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Company Common Stock, held Stock covered by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form, together with duly executed transmittal materials included with the Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an If a stockholder either (i) does not submit a properly completed Election Form to the Exchange Agent may at any time prior to the in a timely fashion, or (ii) revokes its Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent Form prior to the Election Deadline. Any holder , the shares of Hxxxxx United Company Common Stock may at any time prior 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 revoke such holder’s election 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 withdraw such holder’s Certificates deposited with of the Election Form, the Exchange Agent by written notice 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 received by regarding such matters shall be binding and conclusive. Neither ICBC nor the close Exchange Agent shall be under any obligation to notify any person of business on the day prior to the any defect in an Election DeadlineForm.

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 theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to the Exchange Agent), ) in such form as Hxxxxx United Buyer shall specify and TD Banknorth as shall mutually agree be reasonably acceptable to the Company (the “Election Form”), no later than 15 Business Days prior to ) shall be mailed together with a proxy statement at such time as the anticipated Effective Time or on such earlier date as TD Banknorth Company and Hxxxxx United the Buyer 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 close of business on the record date for notice of the Company Special Meeting (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), providedother than any holder of Dissenting Shares, howeverto specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Stock Consideration (“Stock Election Shares”), (ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Cash Consideration (“Cash Election Shares”), or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periodsShares”). The Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., Albuquerque, New Mexico time, on the 33rd day following the Mailing Date (or such other time and date as the Company and the Buyer shall agree) (the “Election Deadline”) (other than any shares of Company Common Stock that constitute Dissenting Shares as of such time) shall also be deemed to be “No Election Shares.” (c) Buyer shall make available an additional one or more Election Form Forms as may reasonably be requested from time to time by all 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 prior to the Election Deadline (Deadline, and the “Secondary Election Form Record Date”). Each Election Form Company 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. (b) To be effective, a properly completed and executed Election Form shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a date to be decided properly completed Election Form by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Company Common Stock, held Stock covered by such holderElection Form, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company together with duly executed transmittal materials included in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received be revoked or changed by the Exchange Agent Person submitting such Election Form prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior In the event an Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Buyer shall cause the Certificates representing Company Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder who submitted the Election Form, except to the extent (if any) a subsequent election is properly made with respect to any or all of the applicable shares of Company Common Stock. 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 the Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (e) Within ten 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 (and in no event more than ten Business Days after the Effective Time), the Buyer shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Buyer Common Stock or cash in the Merger in accordance with the Election 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 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 (the “Secondary Election Form Record Date”). Each Election Form Deadline, and Seller 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. (b) To be effective, a properly completed and executed Election Form shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on 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 date to be decided properly completed Election Form by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all shares of Hxxxxx United Seller Common Stock, held Stock covered by such holderElection Form, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company together with duly executed transmittal materials included in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to may be revoked or changed by the Exchange Agent may person submitting such Election Form (i) at any time or prior to the Election Deadline change such holder’s election by submitting a revised and (ii) so long as prior to the Effective Time, at any time 45 days following the Mailing Date. In the event an Election Form, properly completed and signed that Form is received by the Exchange Agent revoked prior to the Election Deadline. Any holder , the shares of Hxxxxx United Seller Common Stock may at any time prior 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 Deadline revoke such holder’s 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 Agreement and withdraw such holder’s Certificates deposited with of the Election Form, the Exchange Agent by written notice 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 received by regarding such matters shall be binding and conclusive. Neither Buyer nor the close Exchange Agent shall be under any obligation to notify any person of business on the day prior to the any defect in an Election DeadlineForm.

Election Procedures. (a) TD Banknorth shall appoint an agent, who shall be reasonably acceptable Holders of Greensburg Bancshares Common Stock may elect to Hxxxxx United (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced receive shares of Hxxxxx United First Guaranty Bancshares Common Stock or cash (in either case without interest) in exchange for their shares of Greensburg Bancshares Common Stock in accordance with the “Certificates”procedures set forth herein (b) 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 the Exchange Agent), in such form as Hxxxxx United Greensburg Bancshares and TD Banknorth First Guaranty Bancshares shall mutually agree (the “Election Form”), shall be mailed no later more than 15 40 Business Days and no less than 20 Business Days prior to the anticipated Merger Effective Time Date or on such earlier date as TD Banknorth First Guaranty Bancshares and Hxxxxx United may Greensburg Bancshares shall mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United Greensburg Bancshares 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 such holder, (i) to elect to receive the Cash Consideration for all of the shares of Greensburg Bancshares Common Stock held by such holder, in accordance with Section 2.02(c)(i), (ii) to elect to receive the Stock Consideration for all of such shares, in accordance with Section 2.02(c)(ii), (iii) to elect to receive the Stock Consideration for a part of such holder’s Greensburg Bancshares Common Stock and the Cash Consideration for the remaining part of such holder’s Greensburg Bancshares Common Stock in accordance with Section 2.02(c)(iii), or (iv) to indicate that such record holder has no preference as to the receipt of Cash Consideration or Stock Consideration for such shares. A 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 Greensburg Bancshares Common Stock who fails properly to holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit an multiple Election Forms, provided that each such Election Form on or before covers all the shares of Greensburg Bancshares Common Stock held by such Representative for a particular beneficial owner. Any shares of Greensburg Bancshares Common Stock with respect to which the holder thereof shall not, as of the Election Deadline in accordance with Deadline, have made an election by submission to the procedures set forth in this Section 3.2 or shall have acquired shares Exchange Agent of Hxxxxx United Common Stock after the Secondary an effective, properly completed Election Form Record Date shall be deemed to hold Hxxxxx United Stock Non-Election Shares. The Election Form will advise Stockholders to consult with their tax advisors prior to making an election as to the form of Merger Consideration to receive. (bc) To be effective, a properly completed and executed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Orleans time, on a date to be decided by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the 25th day following the Mailing Date (or such other time and no later than the Effective Timedate as First Guaranty Bancshares and Greensburg Bancshares may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Greensburg Bancshares shall use its reasonable best efforts to make available up to two separate Election Forms, or such additional Election Forms as First Guaranty Bancshares may permit, to all persons who become holders (or beneficial owners) of Greensburg Bancshares Common Stock between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline. Greensburg Bancshares shall provide to the 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 by the Election Deadline. An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Greensburg Bancshares Common Stock, held Stock covered by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form, together with duly executed transmittal materials included with the Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an If a Greensburg Bancshares shareholder either (i) does not submit a properly completed Election Form to the Exchange Agent may at any time in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline change such holder’s election by (without later submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent Election Form prior to the Election Deadline), the shares of Greensburg Bancshares Common Stock held by such shareholder shall be designated as Non-Election Shares. Any holder of Hxxxxx United Common Stock Election Form may at any time prior be revoked or changed by the person submitting such Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the close of business on the day Exchange Agent at or prior to the Election Deadline. First Guaranty Bancshares shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by First Guaranty Bancshares or Greensburg Bancshares, upon exercise by First Guaranty Bancshares or Greensburg Bancshares of its respective or their mutual rights to terminate this Agreement to the extent provided under Article VII, that this Agreement has been terminated in accordance with Article VII. (d) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of First Guaranty Bancshares Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to First Guaranty Bancshares Common Stock shall be payable on or with respect to any fractional share interest, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of First Guaranty Bancshares. In lieu of the issuance of any such fractional share, First Guaranty Bancshares shall pay to each former holder of Greensburg Bancshares Common Stock who otherwise would be entitled to receive a fractional share of First Guaranty Bancshares Common Stock, an amount in cash, rounded to the nearest cent and without interest, equal to the product of (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) $18.62. For purposes of determining any fractional share interest, all shares of Greensburg Bancshares Common Stock owned by a Greensburg Bancshares shareholder shall be combined so as to calculate the maximum number of whole shares of First Guaranty Bancshares Common Stock issuable to such Greensburg Bancshares shareholder. (e) The Surviving Corporation shall pay for any Dissenters’ Shares in accordance with Section 12:131 of the LBCL, and the holders thereof shall not be entitled to receive any Merger Consideration; provided, that if appraisal rights under Section 12:131 of the LBCL with respect to any Dissenters’ Shares shall have been effectively withdrawn or lost, such shares will thereupon cease to be treated as Dissenters’ Shares and shall be converted into the right to receive the Merger Consideration pursuant to Section 2.02. (f) The holders of Certificates (immediately prior to the Merger) representing shares of Greensburg Bancshares Common Stock (any such certificate being hereinafter referred to as a “Certificate”) shall cease to have any rights as stockholders of Greensburg Bancshares, except such rights, if any, as they may have pursuant to applicable law and this Agreement, including the right to receive the Merger Consideration with respect to the shares represented by such Certificate. (g) The shares of First Guaranty Bancshares Common Stock to be issued as Merger Consideration to holders of Greensburg Bancshares Common Stock in the Merger will not be registered under the Securities Act or registered or qualified for sale under any state securities Law and cannot be resold without registration or an exemption under the Securities Act. Such shares will therefore be “restricted securities” as defined in Rule 144 under the Securities Act. Each certificate representing First Guaranty Bancshares Common Stock issued in the Merger shall bear a restrictive legend referencing the Securities Act.

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 shares of Company Common Stock shall pass, only upon proper delivery of such Certificates certificates to the Exchange Agent), ) in such form as Hxxxxx United Parent and TD Banknorth the Company shall mutually agree (the “Election Form”), no later than 15 Business Days ) shall be mailed thirty-five days prior to the anticipated Effective Time Date or on such earlier other date as TD Banknorth the Company and Hxxxxx United may Parent shall mutually agree (the “Mailing Date”) to each holder of record of Hxxxxx United Company Common Stock as of five Business Days the close of business on the fifth business day prior to the Mailing Date (the “Election Form Record Date”). (b) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to specify (i) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (“Stock Election Shares”), provided(ii) the number of shares of such holder’s Company Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (“Cash Election Shares”), however, or (iii) that such holder makes no election with respect to such holder’s Company Common Stock (“No Election Forms need not be mailed prior to the receipt of the Requisite Regulatory Approvals (exclusive of the expiration or termination of statutory waiting periodsShares”). The Any Company Common Stock with respect to which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the 33rd day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the “Election Deadline”) shall also be deemed to be “No Election Shares.” (c) Parent shall make available an additional one or more Election Form Forms as may reasonably be requested from time to time by 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, and the “Secondary Election Form Record Date”). Each Election Form Company 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. (b) To be effective, a properly completed and executed Election Form shall be submitted provide to the Exchange Agent on or before 5:00 p.m., New York City time, on all information reasonably necessary for it to perform as specified herein. (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a date to be decided properly completed Election Form by TD Banknorth and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) (the “Election Deadline”). An Election Form shall be deemed properly completed by a holder of Hxxxxx United Common Stock only if accompanied by one or more Certificates certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all shares of Hxxxxx United Company Common Stock, held Stock covered by such holderElection Form, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company together with duly executed transmittal materials included in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder’s election by submitting a revised Election Form, properly completed and signed that is received be revoked or changed by the Exchange Agent person submitting such Election Form at or prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time prior In the event an Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall become No Election Shares and Parent shall cause the certificates representing Company Common Stock to be promptly returned without charge to the Person submitting the Election Form upon written request to that effect from the holder 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 Parent regarding such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election 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 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)form, in such form as Hxxxxx United SmartFinancial and TD Banknorth Bancshares shall mutually agree (the “Election Form”), shall be mailed or delivered by Bancshares 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”) Date to each holder of record of Hxxxxx United Common shares of Bancshares Class A Stock as of five Business Days prior the record date for determining Bancshares shareholders entitled to notice of and to vote on this Agreement at the Mailing Date Bancshares Meeting (the “Election Form Record Date”). Additionally, provided, however, that Bancshares shall make 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 available, upon request, to all Persons who become record holders of Hxxxxx United Common Bancshares Class A Stock between after the Record Date. (b) The Election Form Record Date shall entitle each holder of shares of Bancshares Class A Stock (or the beneficial owner of such shares through appropriate and customary documentation and instructions) to (i) elect to receive Cash Consideration for all of such holder’s shares of Bancshares Class A Stock (a “Cash Election”), (ii) elect to receive Stock Consideration for all of such holder’s shares of Bancshares Class A Stock (a “Stock Election”), (iii) elect to receive Cash Consideration for 20% of such holder’s shares of Bancshares Class A Stock and Stock Consideration for the close remaining 80% of business on such holder’s shares of Bancshares Class A Stock (a “Mixed Election”), or (iv) indicate that such holder has no preference, or makes no election, as to the fifth Business Day prior receipt of Cash Consideration or Stock Consideration for such holder’s shares of Bancshares Class A Stock (a “Non-Election”). Holders of record of shares of Bancshares Class A Stock who hold such shares as nominees, trustees, or in other representative capacities (each a “Representative”) may submit multiple Election Forms, provided that any such Representative certifies that each such Election Form covers all of the shares of Bancshares Class A Stock held by that Representative for a particular beneficial owner. Shares of Bancshares Class A Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Bancshares Class A Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Bancshares Class A Stock as to which no election has been made, including shares issued in connection with the exercise after the Election Deadline (the as defined below) of Bancshares Options, are referred to herein as “Secondary Non-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 Shares.” The aggregate number of shares of Hxxxxx United Common Bancshares Class A Stock with respect to which such holder desires a Stock Election has been made is referred to have converted into the right to receive TD Banknorth Common Stock herein 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 Number.” All Dissenting Shares shall be deemed to hold Hxxxxx United Stock be Cash Election Shares. (bc) To be effective, a properly completed and executed Election Form shall must be submitted to received by the Exchange Agent (as defined below) prior to 5:00 p.m. Eastern Time on the fifth Business Day immediately following the date of the Bancshares Meeting, or before 5:00 p.m., New York City time, on a such other time and/or date to be decided by TD Banknorth as SmartFinancial and reasonably acceptable to Hxxxxx United (which date shall not be earlier than 15 Business Days after the Mailing Date and no later than the Effective Time) Bancshares may mutually agree (the “Election Deadline”). An Election Form election shall be deemed to have been properly made only if the agent designated by SmartFinancial (who, if other than SmartFinancial’s then acting transfer agent, is reasonably acceptable to Bancshares) to act as the exchange agent for purposes of this Agreement (the “Exchange Agent”) shall have actually received a properly completed by a holder of Hxxxxx United Common Stock 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 Hxxxxx United Common Stock, held by such holder, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Hxxxxx United Common Stock who has made an election by submitting an Election Form to by the Exchange Agent may Election Deadline. A Bancshares shareholder shall be permitted to, at any time prior to the Election Deadline Deadline, change such holdershareholder’s election by submitting written notice actually received by the Exchange Agent prior to the Election Deadline accompanied by a revised properly completed substitute Election Form. A Bancshares shareholder shall be permitted to, properly completed and signed that is at any time prior to the Election Deadline, revoke such shareholder’s election by written notice actually received by the Exchange Agent prior to the Election Deadline. Any holder of Hxxxxx United Common Stock may at any time All elections shall be deemed revoked automatically if the Exchange Agent is notified in writing by SmartFinancial and Bancshares that this Agreement has been terminated. If a Bancshares shareholder either (i) does not submit a properly completed Election Form by the Election Deadline, (ii) revokes such shareholder’s Election Form prior to the Election Deadline revoke such holder’s election and withdraw such holder’s Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day does not submit a properly executed substitute Election Form prior to the Election Deadline, or (iii) asserts but fails to perfect such shareholder’s right to dissent from the Parent Merger under applicable Law, the shares of Bancshares Class A Stock held by such shareholder shall be designated Non-Election Shares. Subject to the terms and conditions of this Agreement, the Exchange Agent shall have reasonable discretion to determine whether any election, change, or revocation has been properly and timely made and received 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 the SmartFinancial Parties nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.