EX-99 2 memotodirectorsandexecutives.txt BLACKOUT MEMO TO DIRECTORS AND EXECUTIVES INTERCHANGE FINANCIAL SERVICES CORPORATION MEMORANDUM TO: Board of Directors - IFSC & IB DATE: December 7, 2006 Senior Officers FROM: Charles T. Field SUBJECT: STOCK TRADING Senior Vice President & CFO ------------- BLACKOUT PERIOD --------------- ------------------------------------------------------------------------------- 1. Please be advised that a BLACKOUT PERIOD for the Interchange Bank Capital Investment Plan (the "401(k) Plan") will be imposed on transactions involving Interchange Financial Services Corporation (the "Company") common stock fund (the "Company stock fund") under the 401(k) Plan. This blackout period, described in more detail below, is necessary for the 401(k) Plan trustees to allow the plan recordkeeper time to process, exchange and allocate the Merger consideration to each participant as contemplated by the Agreement and Plan of Merger, dated as of April 13, 2006, by and among TD Banknorth Inc. ("TD Banknorth") and the Company. Under the Sarbanes-Oxley Law enacted in 2002, the directors and officers of the Company will generally be prohibited from engaging in transactions involving the Company equity securities (including options and other derivatives based on Company stock) during this blackout period in addition to otherwise complying with the Company's Insider Trading Policy. Dispositions of equity securities of the Company in connection with the Merger, including your election of merger consideration, are exempt under Sarbanes-Oxley from the blackout period trading restrictions. 2. As a result of the need to allow the plan recordkeeper time to process, exchange and allocate the Merger consideration to each participant, during the blackout period, participants in the 401(k) Plan will be temporarily unable to (1) make exchanges into or out of the Company stock fund under the 401(k) Plan, (2) take distributions of money invested in the Company stock fund under the 401(k) Plan, and (3) take loans of money invested in the Company common stock fund under the 401(k) Plan. 3. The blackout period for the 401(k) Plan is expected to commence at 4:00 P.M. EASTERN STANDARD TIME ON TUESDAY, DECEMBER 26, 2006, and, assuming the Merger is completed on January 1, 2007, is currently expected to end on Friday, January 19, 2007. The blackout period will be lifted promptly if the Merger is not completed. We will notify Blackout Memo December 7, 2006 Page 2 of 3 you of any changes that affect the dates of the blackout period. In addition, you can confirm the status of the blackout period by speaking with me. 4. Generally, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of the Company that you acquired in connection with your service as a director or an executive officer. "Equity Securities" are defined broadly to include options and other derivatives. Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest. You may be deemed to have an interest in transactions in equity securities of the Company by your family members. As indicated above, however, dispositions of equity securities of the Company in connection with the Merger are excluded from the trading restrictions. 5. The prohibition covers securities acquired "in connection with service as a director or employment as an executive officer." This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, or a restricted stock grant), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between the individual and the Company, and as director qualifying shares. Securities acquired outside of an individual's service as a director or executive officer (such as shares acquired when the person was an employee but not yet an executive officer) are not covered. However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements). 6. The following are examples of transactions that you may not engage in during the blackout period: o Exercising stock options granted to you in connection with your service as a director or executive officer; o Selling Company stock that you acquired by exercising options; o Selling Company stock that you originally received as a restricted stock grant. 7. There are certain exemptions, including: o Purchases or sales under 10b5-1(c) trading plans (so long as you do not make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout); o Bona fide gifts, bequests and transfers pursuant to domestic relations orders; Blackout Memo December 7, 2006 Page 3 of 3 o Acquisitions and dispositions of equity securities in connection with a merger, acquisition, divestiture, or similar transaction. 8. If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties. THE RULES SUMMARIZED ABOVE ARE COMPLEX, AND THE CRIMINAL AND CIVIL PENALTIES THAT COULD BE IMPOSED UPON DIRECTORS AND EXECUTIVE OFFICERS WHO VIOLATE THEM COULD BE SEVERE. I THEREFORE REQUEST THAT YOU CONTACT ME BEFORE ENGAGING IN ANY TRANSACTION INVOLVING THE COMPANY STOCK OR DERIVATIVES BASED ON THE COMPANY STOCK DURING THE BLACKOUT PERIOD, OR IF YOU BELIEVE THAT ANY SUCH TRANSACTION IN WHICH YOU HAVE A PECUNIARY INTEREST MAY OCCUR DURING THE BLACKOUT PERIOD. If you have any questions, please feel free to call me at (201) 703-2265, Ext. 2033. Charles T. Field CTF/par