Filed Pursuant to Rule 424(b)(3)
Registration No. 333-128268

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

     The boards of directors of TD Banknorth Inc. and Hudson United Bancorp have approved an agreement to merge our two companies. If the merger is completed, Hudson United shareholders will be entitled to elect to receive the merger consideration in the form of TD Banknorth common stock (NYSE:BNK), cash, or a combination of TD Banknorth common stock and cash, subject to proration because the amount of cash consideration payable in the merger is fixed at $941.8 million. Based on the $29.74 closing price of the TD Banknorth common stock on December 6, 2005, Hudson United shareholders would receive $42.62 per share in cash or 1.4332 shares of TD Banknorth common stock for each share of Hudson United common stock. The value of both the cash and stock portions of the merger consideration will fluctuate with the value of the TD Banknorth common stock and will be determined based on the average closing price of the TD Banknorth common stock during the ten trading-day period ending on the fifth business day prior to completion of the merger. As explained in more detail in this document, the value of the merger consideration which will be received by a Hudson United shareholder will be substantially the same as of the fifth business day prior to completion of the merger regardless whether a Hudson United shareholder receives cash, TD Banknorth common stock or a combination of cash and TD Banknorth common stock.

     We expect the merger to be generally tax-free with respect to TD Banknorth common stock received and generally taxable with respect to cash received in exchange for shares of Hudson United common stock.

     We cannot complete the merger unless the shareholders of both our companies approve the merger agreement. Each of TD Banknorth and Hudson United will hold a special meeting of its shareholders to vote on the merger agreement. Your vote is important. Whether or not you plan to attend your shareholders’ meeting, please take the time to submit your proxy with voting instructions in accordance with the instructions contained in this document. The places, dates and times of the special meetings are as follows:

For TD Banknorth shareholders:	For Hudson United shareholders:
January 11, 2006	January 11, 2006
10:00 a.m., local time	10:00 a.m., local time
The Portland Marriott Hotel	The Sheraton Crossroads Hotel
200 Sable Oaks Drive	One International Boulevard
South Portland, Maine 04106	Mahwah, New Jersey 07495

     This document gives you detailed information about the shareholder meetings, the merger agreement and the transactions contemplated thereby and related matters. Please read this entire document carefully, including “Risk Factors,” beginning on page 27, and the annexes hereto, which include the merger agreement. You can also obtain information about our companies from documents that we have each filed with the Securities and Exchange Commission.

     Each of our boards of directors unanimously recommends that you vote “FOR” the merger agreement. The Toronto-Dominion Bank, which currently owns 55% of the outstanding TD Banknorth common stock, has agreed to vote “FOR” the merger agreement at the TD Banknorth special meeting, thus ensuring approval of this proposal by the shareholders of TD Banknorth.

William J. Ryan	Kenneth T. Neilson
Chairman, President and Chief Executive Officer	Chairman, President and Chief Executive Officer
TD Banknorth Inc.	Hudson United Bancorp

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in connection with the merger or determined if this document is accurate or adequate. Any representation to the contrary is a criminal offense.

     Shares of TD Banknorth common stock are not savings or deposit accounts or other obligations of any bank or savings association, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this joint proxy statement/ prospectus is December 7, 2005, and it is first being mailed or otherwise delivered to shareholders of TD Banknorth and Hudson United on or about December 9, 2005

REFERENCES TO ADDITIONAL INFORMATION

      This document incorporates by reference important business and financial information about TD Banknorth and Hudson United from documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference in this document, other than certain exhibits to those documents, by requesting them in writing or by telephone from the appropriate company at the following addresses:

TD Banknorth Inc.	Hudson United Bancorp
Two Portland Square	1000 MacArthur Boulevard
P.O. Box 9540	Mahwah, New Jersey 07430
Portland, Maine 04112-9540	Attention: Miranda Grimm
Attention: Jeffrey Nathanson	(201) 236-2600
(207) 761-8517

      Shareholders requesting documents should do so by January 4, 2006 in order to receive them before the special meetings.

      For additional information regarding where you can find information about TD Banknorth and Hudson United, see “Where You Can Find More Information” beginning on page 144.

TD BANKNORTH INC.

P.O. Box 9540

Two Portland Square

Portland, Maine 04112-9540

(207) 761-8500

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

       NOTICE IS HEREBY GIVEN that a special meeting of TD Banknorth shareholders will be held on Wednesday, January 11, 2006 at 10:00 a.m., local time, at the Portland Marriott Hotel, 200 Sable Oaks Drive, South Portland, Maine 04106, for the following purposes:

      1. To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of July 11, 2005, among TD Banknorth Inc., Hudson United Bancorp and, solely with respect to Article X of the Agreement, The Toronto-Dominion Bank, and the transactions contemplated thereby; and

      2. To transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

      Only TD Banknorth shareholders of record at the close of business on December 2, 2005 are entitled to notice of, and to vote at, the TD Banknorth special meeting or any adjournment or postponement of the TD Banknorth special meeting.

      To ensure your representation at the special meeting, please complete and promptly mail your proxy card in the return envelope enclosed, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card. This will not prevent you from voting in person at the special meeting if you so desire. Your proxy may be revoked at any time before it is voted. Please review the joint proxy statement/ prospectus accompanying this notice for more information regarding the merger agreement and the transactions contemplated thereby and related matters.

      The TD Banknorth board of directors has approved the merger agreement and unanimously recommends that TD Banknorth shareholders vote “FOR” approval and adoption of the merger agreement and the transactions contemplated thereby.

By Order of the Board of Directors,

(Carol L. Mitchell, Esq.)

Carol L. Mitchell, Esq.

Executive Vice President,

     General Counsel and Corporate Secretary

Portland, Maine

December 7, 2005

HUDSON UNITED BANCORP

1000 MacArthur Boulevard

Mahwah, New Jersey 07430

(201) 236-2600

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

       NOTICE IS HEREBY GIVEN that a special meeting of Hudson United shareholders will be held on Wednesday, January 11, 2006 at 10:00 a.m., local time, at the Sheraton Crossroads Hotel, One International Boulevard, Mahwah, New Jersey 07495, for the following purposes:

      1. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of July 11, 2005, among TD Banknorth Inc., Hudson United Bancorp and, solely with respect to Article X of the Agreement, The Toronto-Dominion Bank; and

      2. To transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

      Only Hudson United shareholders of record at the close of business on December 2, 2005 are entitled to notice of, and to vote at, the Hudson United special meeting or any adjournment or postponement of the Hudson United special meeting.

      To ensure your representation at the special meeting, please complete and promptly mail your proxy card in the return envelope enclosed, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card. This will not prevent you from voting in person at the special meeting if you so desire. Your proxy may be revoked at any time before it is voted. Please review the joint proxy statement/ prospectus accompanying this notice for more information regarding the merger agreement and the transactions contemplated thereby and related matters.

      The Hudson United board of directors has approved the merger agreement and unanimously recommends that Hudson United shareholders vote “FOR” approval of the merger agreement.

By Order of the Board of Directors,

Miranda Grimm

Senior Vice President and

     Corporate Secretary

Mahwah, New Jersey

December 7, 2005

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS ABOUT VOTING PROCEDURES FOR THE SPECIAL MEETINGS			1
SUMMARY			2
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF TD BANKNORTH			18
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF HUDSON UNITED			21
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA			23
UNAUDITED COMPARATIVE PER SHARE DATA			25
RISK FACTORS			27
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			29
GENERAL INFORMATION			30
THE TD BANKNORTH SPECIAL MEETING			30
	Date, Place and Time		30
	Matters to be Considered		31
	Shares Outstanding and Entitled to Vote; Record Date		31
	How to Vote Your Shares		31
	Votes Required		32
	Solicitation of Proxies		32
	Recommendations of the TD Banknorth Board of Directors		33
THE HUDSON UNITED SPECIAL MEETING			33
	Date, Place and Time		33
	Matters to be Considered		33
	Shares Outstanding and Entitled to Vote; Record Date		33
	How to Vote Your Shares		33
	Votes Required		34
	Solicitation of Proxies		35
	Recommendations of the Hudson United Board of Directors		35
THE MERGER AND TD BANKNORTH STOCK SALE			36
	Transaction Structure		36
	The TD Banknorth Stock Sale		36
	Background of the Merger		37
	TD Banknorth’s Reasons for the Merger		41
	Hudson United’s Reasons for the Merger		43
	Opinions of TD Banknorth’s Financial Advisor		47
	Opinion of Hudson United’s Financial Advisor		58
	Nonpublic Hudson United Financial Projections Shared with TD Banknorth		67
	Conversion of Hudson United Common Stock		68
	Election and Allocation Procedures		70
	Exchange of Hudson United Stock Certificates		72
	Conversion of Hudson United Stock Options		72
	Effective Time of the Merger		73
	Conditions to the Merger		74
	Representations and Warranties		75

(i)

		Page
	Business Pending the Merger		78
	Shareholder Meetings and Covenants to Recommend the Merger Agreement		80
	No Solicitation of Other Acquisition Proposals by Hudson United		82
	Other Covenants		83
	Regulatory Approvals		83
	Financial Interests of Executive Officers and Directors of Hudson United in the Merger		84
	Certain Employee Matters		91
	New York Stock Exchange Listing		92
	The Bank Merger		92
	Alternative Structure		92
	Resale of TD Banknorth Common Stock		92
	Material United States Federal Income Tax Consequences of the Merger		93
	Accounting Treatment of the Merger		96
	Termination of the Merger Agreement		96
	Termination Fee and Expenses		97
	Amendment, Extension and Waiver of the Merger Agreement		98
	Shareholder Agreements		98
	Dissenters’ and Appraisal Rights		99
	Operations of TD Banknorth After the Merger		99
MARKET FOR COMMON STOCK AND DIVIDENDS			100
INFORMATION ABOUT TD BANKNORTH			101
	General		101
	Acquisitions		102
	Management and Additional Information		103
INFORMATION ABOUT HUDSON UNITED			103
	General		103
	Management and Additional Information		103
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION			104
THE STOCKHOLDERS AGREEMENT BETWEEN THE TORONTO-DOMINION BANK AND TD BANKNORTH			113
	Share Ownership		113
	Going-Private Transactions		114
	The Toronto-Dominion Bank’s Rights to Contribute Capital and to Purchase Securities; TD Banknorth’s Obligation to Repurchase Stock		115
	Transfer Restrictions		116
	Corporate Governance		118
	No Inconsistent Actions		119
	Information Rights		119
	Trade Name		119
	Corporate Opportunities		120
	New York Stock Exchange Listing		120
	Suspension, Termination of Certain Provisions		121
	Acquisition of Competing Entities		122
	Termination; Amendment; Waiver		123

(ii)

		Page
DESCRIPTION OF TD BANKNORTH CAPITAL STOCK			124
	TD Banknorth Common Stock		124
	TD Banknorth Class B Common Stock		125
	TD Banknorth Preferred Stock		126
	Transfer Agent		126
	Regulatory Limitations		126
COMPARISON OF SHAREHOLDERS’ RIGHTS			127
	Authorized Capital Stock		127
	Voting Rights		127
	Number and Election of Directors		128
	Quorum of the Board of Directors; Action by the Board of Directors		129
	Filling Vacancies on the Board of Directors		129
	Removal of Directors		130
	Transactions with Directors and Officers		130
	Exculpation of Liability		131
	Director and Officer Indemnification		131
	Special Meetings of Shareholders		132
	Quorum of Shareholders		133
	Shareholder Nominations		133
	Shareholder Proposals		133
	Shareholder Action Without a Meeting		134
	Shareholder’s Right to Examine Books and Records		134
	Amendments of Governing Instruments		134
	Vote on Mergers, Consolidations and Sales of Assets		135
	State Anti-takeover Statutes		136
	Dividends and Other Distributions		137
	Dissenters’ and Appraisal Rights		137
CERTAIN BENEFICIAL OWNERS OF TD BANKNORTH COMMON STOCK			139
	TD Banknorth Common Stock		139
	TD Banknorth Class B Common Stock		141
CERTAIN BENEFICIAL OWNERS OF HUDSON UNITED COMMON STOCK			141
CERTAIN LITIGATION			142
LEGAL OPINIONS			143
EXPERTS			143
PROPOSALS FOR THE 2006 ANNUAL MEETING OF TD BANKNORTH			143
PROPOSALS FOR THE 2006 ANNUAL MEETING OF HUDSON UNITED			144
OTHER MATTERS			144
WHERE YOU CAN FIND MORE INFORMATION			144
Annexes:
	Annex I    Agreement and Plan of Merger, dated as of July 11, 2005, among TD Banknorth Inc., Hudson United Bancorp                and, solely with respect to Article X of the Agreement, The Toronto-Dominion Bank
	Annex II   Opinions of Lehman Brothers Inc.
	Annex III  Opinion of Keefe, Bruyette & Woods, Inc.

(iii)

QUESTIONS AND ANSWERS

ABOUT VOTING PROCEDURES FOR THE SPECIAL MEETINGS

Q: What do I need to do now?

A: After you have carefully read this entire document, indicate on your proxy card how you want your shares to be voted. Then complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote by telephone or the Internet. This will enable your shares to be represented and voted at the TD Banknorth special meeting or the Hudson United special meeting. If you sign and send in your proxy card and do not indicate how you want to vote, we will count your proxy card as a vote in favor of the merger agreement proposal.

Q: Why is my vote important?

A: If you do not return your proxy card or vote by telephone, the Internet or in person at the appropriate special meeting, your vote on this important proposal will not be counted and in the case of Hudson United it will be more difficult to obtain the necessary quorum at the Hudson United special meeting. The merger agreement proposal must be approved by the holders of a majority of the outstanding shares of TD Banknorth common stock entitled to vote at the TD Banknorth special meeting. The merger agreement must be approved by the holders of a majority of the votes cast at the Hudson United special meeting.

Q. If my shares are held in street name by my broker, will my broker automatically vote my shares for me?

A: No. Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares, following the directions your broker provides. Please check the voting form used by your broker to see if it offers telephone or Internet voting.

Q: What if I fail to instruct my broker?

A: If you fail to instruct your broker to vote your shares and the broker submits an unvoted proxy, the resulting broker “non-vote” will be counted toward a quorum at the applicable special meeting, but it will not be voted at the special meeting.

Q: Can I change my vote?

A: Yes. If you have not voted through your broker, there are several ways you can change your vote after you have submitted your proxy:

•  You may send a written notice to the Corporate Secretary of TD Banknorth or Hudson United, as appropriate, stating that you would like to revoke your proxy.

•  You may complete and submit a new proxy card or vote again by telephone or the Internet. The latest vote actually received before your company’s special meeting will be counted, and any earlier votes will be revoked.

•  You may attend your company’s special meeting and vote in person. Any earlier proxy will be revoked. However, simply attending the meeting without voting will not revoke your proxy.

      If you have instructed a broker to vote your shares, you must follow the directions you receive from your broker in order to change or revoke your vote.

Q: Should I send in my stock certificates now?

A: No. If you are a Hudson United shareholder, we will send you separately instructions for exchanging your Hudson United stock certificates for the merger consideration. If you are a TD Banknorth stockholder, you will keep your existing TD Banknorth shares after the merger.

Q: When do you expect to complete the merger?

A: We expect to complete the merger in the first quarter of 2006. However, we cannot assure you when or if the merger will occur. We must first obtain the approvals of our respective shareholders at the special meetings and the necessary regulatory approvals.

Q: Whom should I call with questions?

A: TD Banknorth stockholders should call TD Banknorth Investor Relations at (207) 761-8517 with any questions about the merger and related matters.

      Hudson United stockholders should call Hudson United Investor Relations at (201) 236-2600, or Hudson United’s proxy solicitor, Georgeson Shareholder Communications, Inc. at 1-888-867-7075, with any questions about the merger and related matters.

1

SUMMARY

      This summary highlights selected information from this document and may not contain all of the information that is important to you. To fully understand the merger agreement and the transactions contemplated thereby, you should read carefully this entire document, including the merger agreement and the other annexes to this document, as well as the other documents to which we have referred you. See “Where You Can Find More Information” beginning on page 144. Page references are included in this summary to direct you to a more complete description of the topics.

Hudson United will merge with and into TD Banknorth and cease to be a separate company (page 36)

      We are proposing a merger of Hudson United with and into TD Banknorth. TD Banknorth will be the surviving corporation in the merger, and upon completion of the merger the separate corporate existence of Hudson United will cease and all of the outstanding Hudson United common stock will be converted into the right to receive the merger consideration described below. The banking subsidiary of Hudson United will be merged into TD Banknorth’s banking subsidiary immediately following completion of the merger.

      Upon completion of the merger, TD Banknorth will continue to be a majority-owned subsidiary of The Toronto-Dominion Bank.

Upon completion of the merger a Hudson United shareholder will receive cash and/or shares of TD Banknorth common stock (based on the value of this stock a short time prior to the merger), depending on such shareholder’s election and subject to the proration provisions of the merger agreement (page 68)

      Upon completion of the merger, each outstanding share of Hudson United common stock, other than treasury stock, as defined in the merger agreement, will be converted into the right to receive, at the election of each Hudson United shareholder, subject to the possible proration, as described below, either:

•  an amount in cash equal to the sum of (i) $21.07 and (ii) 0.7247 times the average per share closing price of the TD Banknorth common stock on the New York Stock Exchange (as reported by The Wall Street Journal) for the ten trading-day period ending on the fifth business day prior to completion of the merger, which we refer to herein as the “average TD Banknorth closing price,” or

•  a number of shares of TD Banknorth common stock equal to the cash amount determined above divided by the average TD Banknorth closing price, which we refer to herein as the “exchange ratio.”

      The value to be received for each share of Hudson United common stock will fluctuate with the market price of the TD Banknorth common stock prior to the merger. As a result of the method for determining the per share merger consideration, however, the value of the merger consideration as of the fifth business day prior to completion of the merger will be substantially the same regardless whether a Hudson United shareholder receives cash, TD Banknorth common stock or a combination of cash and TD Banknorth common stock.

      The following table shows a hypothetical range of average per share closing prices for the TD Banknorth common stock during the ten trading-day measurement period prior to completion of the merger and the corresponding merger consideration that a Hudson United shareholder would receive if the shareholder elected to receive cash, on the one hand, or if the shareholder elected to receive stock, on the other hand, under the merger consideration formula. The table does not reflect that cash will be paid instead of fractional shares or the effects of changes in the market value of the TD Banknorth common stock after completion of the ten trading-day measurement period for calculating the price of the TD Banknorth common stock for purposes of determining the per share merger consideration. As discussed below, regardless whether a Hudson United shareholder makes a cash election or a stock election, a Hudson United shareholder may nevertheless receive a mix of cash and stock. For historical

2

sales price information for the TD Banknorth common stock, see “Market for Common Stock and Dividends” on page 100.

				Stock Election: Stock Consideration Per
				Hudson United Share
	Cash Election: Cash
Hypothetical Average	Consideration Per			Shares of TD Banknorth
TD Banknorth Closing Price(1)	Hudson United Share(2)			Common Stock		Market Value(3)
			OR
$35.95	$	47.13			1.3108	$	47.13
34.45		46.04			1.3363		46.04
32.96		44.95			1.3641		44.95
31.46		43.87			1.3945		43.87
29.96(4)		42.78			1.4280		42.78
28.46		41.70			1.4650		41.70
26.96		40.61			1.5061		40.61
25.47		39.53			1.5521		39.53
23.97		38.44			1.6038		38.44

(1)	Hypothetical average of the per share closing prices of the TD Banknorth common stock during the ten trading-day period ending on the fifth business day prior to completion of the merger.
(2)	Amount is equal to the sum of (i) $21.07 and (ii) 0.7247 times the hypothetical average TD Banknorth closing price.
(3)	Based on the hypothetical average TD Banknorth closing price.
(4)	The per share closing price of the TD Banknorth common stock on July 11, 2005, the last trading day prior to public announcement of the merger agreement.

      The above examples of the value of the merger consideration are illustrative only and do not represent the actual value which will be received by Hudson United shareholders at the time of the merger, which will be dependent on the price of the TD Banknorth common stock at that time. If that average closing price is not included in the above table, including because such average closing price is outside of the range of the amounts set forth above, Hudson United does not intend to resolicit proxies from its shareholders in connection with the merger.

      As indicated in the above table, based on the $29.96 closing price for the TD Banknorth common stock on July 11, 2005, the last trading day prior to the public announcement of the merger agreement, Hudson United shareholders would receive $42.78 in cash or 1.4280 shares of TD Banknorth common stock for each share of Hudson United common stock, which equates to a value of $42.78 per share, or aggregate consideration of approximately $1.9 billion. Based on the $29.74 closing price of the TD Banknorth common stock on December 6, 2005, Hudson United shareholders would receive either $42.62 in cash or 1.4332 shares of TD Banknorth common stock for each share of Hudson United common stock, which equates to a value of $42.62 per share, or aggregate consideration of approximately $1.9 billion. The market price of the TD Banknorth common stock will fluctuate prior to completion of the merger, as will the equivalent pro forma Hudson United price. Shareholders are advised to obtain current market quotations for the TD Banknorth common stock.

A Hudson United shareholder will have the opportunity to elect to receive cash and/or TD Banknorth common stock in the merger, subject to the proration provisions of the merger agreement (page 70)

      If you are a Hudson United shareholder, at least 15 business days prior to the anticipated completion of the merger, we will send a form to you that you may use to indicate whether your preference is to receive cash, TD Banknorth common stock or a combination of cash and TD Banknorth common stock for your shares of Hudson United common stock. These elections will be subject to proration, as described below, because the amount of cash that will be paid in the merger is fixed in the merger agreement at $941,790,000, plus cash payable for any fractional share interests, and the number of shares of

3

TD Banknorth common stock to be issued in the merger is effectively fixed pursuant to the provisions of the merger agreement at approximately 32.4 million, subject to adjustment based on increases in the number of shares of Hudson United common stock outstanding prior to completion of the merger as a result of exercise of outstanding Hudson United stock options. Although the aggregate amount of cash and number of shares of TD Banknorth common stock to be issued in the merger is fixed, the value to be received for each share of Hudson United common stock will fluctuate with the market price of the TD Banknorth common stock prior to the merger.

      If the number of Hudson United shareholders who elect to receive cash would require that an amount greater than $941,790,000 would be payable as cash consideration, the amount of cash consideration that each shareholder electing to receive cash will receive will be reduced on a pro rata basis. These shareholders will receive stock consideration for any shares for which they do not receive cash.

      If the number of Hudson United shareholders who elect to receive TD Banknorth common stock would require that an amount less than $941,790,000 would be payable as cash consideration, the amount of TD Banknorth common stock that each shareholder electing to receive TD Banknorth common stock will receive will be reduced on a pro rata basis. These shareholders will receive cash consideration for any shares for which they do not receive TD Banknorth common stock.

      The deadline for returning the election form will be a date to be determined by TD Banknorth and Hudson United that will be prior to completion of the merger and at least 15 business days after the mailing of the election form. If you do not make an election, you will be deemed to have made an election to receive TD Banknorth common stock.

TD Banknorth will pay cash in lieu of fractional share interests in the merger (page 68)

      No fractional shares of TD Banknorth common stock will be issued in the merger. Instead, a Hudson United shareholder who receives TD Banknorth common stock will receive the value of any fractional interest in cash based on the average closing price of the TD Banknorth common stock during the ten trading-day period ending on the fifth business day prior to the completion of the merger.

TD Banknorth will sell shares of TD Banknorth common stock to The Toronto-Dominion Bank to fund the aggregate cash merger consideration (page 36)

      TD Banknorth will obtain the cash portion of the merger consideration from the sale of TD Banknorth common stock to The Toronto-Dominion Bank. Pursuant to the merger agreement, The Toronto-Dominion Bank will purchase, pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, 29,625,353 shares of TD Banknorth common stock at $31.79 per share on the closing date for the merger, which we refer to herein as the “TD Banknorth stock sale.” As a result of the TD Banknorth stock sale, TD Banknorth will receive $941.8 million, which will be used to fund the cash merger consideration under the merger agreement.

      The $31.79 per share purchase price in the TD Banknorth stock sale was negotiated by The Toronto-Dominion Bank and TD Banknorth and represented a $1.83 or 6% premium to the $29.96 closing per share price for the TD Banknorth common stock on July 11, 2005, the last trading day before public announcement of the merger agreement. The purchase price in the TD Banknorth stock sale is equal to the weighted average price at which TD Banknorth repurchased 15.3 million shares of its common stock in the open market during the first quarter of 2005. The high and low intra-day trading prices for the TD Banknorth common stock for the period beginning March 2, 2005, the first trading day following The Toronto-Dominion Bank’s acquisition of a majority interest in TD Banknorth, and ended on July 8, 2005, the last trading day prior to announcement of the merger on July 11, 2005, were $32.35 and $29.02, respectively. For additional information regarding the market price of the TD Banknorth common stock, see “Market for Common Stock and Dividends” on page 100.

      The Toronto-Dominion Bank and TD Banknorth determined the per share purchase price in the TD Banknorth stock sale at the time of the execution of the merger agreement because the terms of an

4

existing stockholders agreement between The Toronto-Dominion Bank and TD Banknorth, which we refer to herein as “The Toronto-Dominion Bank stockholders agreement,” give The Toronto-Dominion Bank the right to purchase securities from TD Banknorth at a specified market price at the time the issuance of such securities is approved by the board of directors of TD Banknorth (which amounted to $29.75). For information regarding The Toronto-Dominion Bank stockholders agreement, which sets forth various rights of The Toronto-Dominion Bank and TD Banknorth with respect to the acquisition and disposition of TD Banknorth securities, governance rights and related matters, see “The Stockholders Agreement between The Toronto-Dominion Bank and TD Banknorth” beginning on page 113 and the summary of this agreement which begins on page 16. The purchase price in the TD Banknorth stock sale also was fixed at the time of the execution of the merger agreement because a specific amount of cash was needed to be obtained by TD Banknorth to fund the cash component of the merger consideration, which will be funded by proceeds obtained from the TD Banknorth stock sale in the same amount. Although the aggregate amount of cash and number of shares of TD Banknorth common stock to be issued in the merger were essentially fixed by the terms of the merger agreement, the actual price at which shares of TD Banknorth common stock will be issued in the merger was not set at this time, and instead will be based on the average per share closing price of the TD Banknorth common stock for the ten trading-day period ending on the fifth business day prior to completion of the merger, so that the value of the merger consideration as of the fifth business day prior to completion of the merger will be substantially the same regardless whether a Hudson United shareholder receives cash, TD Banknorth common stock or a combination of cash and TD Banknorth common stock.

      Based on the issuance of approximately 32.4 million shares of TD Banknorth common stock in the merger, subject to adjustment as a result of the exercise of outstanding Hudson United stock options, and the issuance of 29.6 million shares of TD Banknorth common stock pursuant to the TD Banknorth stock sale, TD Banknorth will issue an aggregate of approximately 62.0 million shares of TD Banknorth common stock pursuant to the merger and the TD Banknorth stock sale.

      Assuming the merger and the TD Banknorth stock sale were completed on September 30, 2005, The Toronto-Dominion Bank’s percentage ownership of TD Banknorth would decrease from 55.4% to 53.4% on a pro forma basis. Through TD Banknorth share repurchases or, subject to meeting regulatory requirements, open market purchases, The Toronto-Dominion Bank has indicated its intent to at least maintain its ownership percentage in TD Banknorth at the level prior to TD Banknorth’s acquisition of Hudson United or, as market conditions warrant, to potentially increase this ownership percentage.

Ownership of TD Banknorth following the merger and the TD Banknorth stock sale (page 68)

      Upon completion of the merger and the TD Banknorth stock sale, former Hudson United shareholders will own approximately 14% of the common stock of the combined company and current TD Banknorth shareholders, including The Toronto-Dominion Bank, will own approximately 86% of the common stock of the combined company. The Toronto-Dominion Bank will own a 53.4% interest and directors and executive officers of TD Banknorth will own less than a 1% interest in the combined company upon completion of the merger.

The Toronto-Dominion Bank’s relationship to TD Banknorth and role in the acquisition of Hudson United (page 36)

      The Toronto-Dominion Bank assisted TD Banknorth in evaluating a potential acquisition of Hudson United and participated in certain of the due diligence review of Hudson United conducted by TD Banknorth, but did not participate in the negotiations between Hudson United and TD Banknorth.

      In order for TD Banknorth to be able to offer a substantial cash component of the merger consideration to Hudson United shareholders and at the same time allow TD Banknorth to maintain its capital position for regulatory and rating agency purposes after the merger, TD Banknorth determined that it would be necessary to raise additional capital through the sale of TD Banknorth common stock. The sale of TD Banknorth common stock to The Toronto-Dominion Bank at a premium to the current market

5

price reduced the number of shares of TD Banknorth common stock to be issued in the merger as compared to an all-stock transaction and made the transaction more financially attractive to TD Banknorth.

      Pursuant to The Toronto-Dominion Bank stockholders agreement, TD Banknorth was required to offer The Toronto-Dominion Bank the first opportunity to purchase shares of TD Banknorth common stock to be issued to fund the cash component of the merger consideration. The Toronto-Dominion Bank elected to purchase these shares when its board of directors approved the merger agreement, which sets forth the terms of the TD Banknorth stock sale negotiated by it and TD Banknorth as well as the terms of the merger, in order to prevent substantial dilution of its ownership interest in TD Banknorth and because it believed that shares of TD Banknorth were an attractive investment. If The Toronto-Dominion Bank had not elected to purchase these shares and the shares which are the subject of the TD Banknorth stock sale were sold by TD Banknorth to another party, The Toronto-Dominion Bank’s percentage ownership in TD Banknorth would have decreased to approximately 47% upon completion of the merger. As a result of The Toronto-Dominion Bank’s election to purchase shares of TD Banknorth common stock, TD Banknorth did not consider other equity or debt alternatives that may have been available to it to raise the funds necessary for it to pay the cash component of the merger consideration.

      Based on its evaluation of the merger agreement, including without limitation the provisions dealing with the TD Banknorth stock sale, The Toronto-Dominion Bank, in its capacity as the holder of a majority of the outstanding TD Banknorth common stock, agreed in the merger agreement to vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby at the TD Banknorth special meeting, thus ensuring the approval of this proposal at this meeting.

      The Toronto-Dominion Bank generally has the ability to control the outcome of all matters that come before the shareholders and board of directors of TD Banknorth, including the election of directors, except where The Toronto-Dominion Bank stockholders agreement requires separate approval by the designated independent directors committee established under The Toronto-Dominion Bank stockholders agreement. As a result of these rights and its holdings of TD Banknorth common stock, The Toronto-Dominion Bank may have interests which differ from the interests of other shareholders. William J. Ryan, Chairman, President and Chief Executive Officer of TD Banknorth, serves as a director and Vice Chairman of The Toronto-Dominion Bank. The Toronto-Dominion Bank and TD Banknorth generally seek to address conflicts of interest which may arise as a result of these relationships by seeking to ensure that each transaction between them or their affiliates is on terms which are at least as favorable to TD Banknorth as could be obtained in a comparable transaction with an unaffiliated party, which is required by federal banking laws and regulations in the case of transactions between TD Banknorth, NA and its affiliates, including The Toronto-Dominion Bank. In the case of the TD Banknorth stock sale, The Toronto-Dominion Bank and TD Banknorth negotiated a per share purchase price which exceeded both the market price of the TD Banknorth common stock at the time of execution of the merger agreement and the price required to be paid by The Toronto-Dominion Bank pursuant to The Toronto-Dominion Bank stockholders agreement. As discussed below, TD Banknorth retained Lehman Brothers, an independent financial advisor, to evaluate whether the purchase price to be received by TD Banknorth in the TD Banknorth stock sale was fair from a financial point of view to TD Banknorth, and accordingly to TD Banknorth’s shareholders other than The Toronto-Dominion Bank, as of July 11, 2005, the date of execution of the merger agreement.

Comparative per share market price information (page 100)

      The TD Banknorth common stock trades on the New York Stock Exchange under the symbol “BNK,” and the Hudson United common stock trades on the New York Stock Exchange under the symbol “HU.”

      The following table shows the closing price per share of the TD Banknorth common stock and the Hudson United common stock on (1) July 11, 2005, the last trading day preceding public announcement of the merger agreement, and (2) December 6, 2005, the last full trading day for which closing prices

6

were available at the time of the printing of this document. The following table also includes the equivalent price per share of Hudson United common stock on July 11, 2005 and December 6, 2005, which were determined by multiplying the closing price of the TD Banknorth common stock on those dates by 1.4280 and 1.4332, respectively. These amounts represent the number of shares of TD Banknorth common stock that Hudson United shareholders electing to receive TD Banknorth common stock in the merger would receive in the merger for each share of Hudson United common stock based on the closing price of the TD Banknorth common stock on July 11, 2005 and December 6, 2005, respectively.

	Historical Market Value
	Per Share
					Equivalent Market Value
Date	TD Banknorth		Hudson United		Per Share of Hudson United
July 11, 2005	$	29.96	$	37.50	$	42.78
December 6, 2005		29.74		42.18		42.62

      The market prices of both the TD Banknorth common stock and the Hudson United common stock will fluctuate prior to the merger. You are advised to obtain current market quotations for the TD Banknorth common stock and the Hudson United common stock.

Comparative per share dividend information (page 100)

      TD Banknorth and Hudson United currently pay a quarterly cash dividend to their respective shareholders. For the third quarter of 2005, TD Banknorth declared a cash dividend of $0.22 per share of TD Banknorth common stock and Hudson United declared a cash dividend of $0.37 per share of Hudson United common stock. TD Banknorth intends to continue to pay a quarterly cash dividend to its shareholders. Pursuant to the merger agreement, Hudson United may continue to declare and pay regular quarterly dividends at a rate not in excess of $0.37 per share on the Hudson United common stock during the period prior to consummation of the merger, provided that it coordinates the declaration and record and payment dates of any such dividends on the Hudson United common stock with those for the quarterly dividends paid on the TD Banknorth common stock so that holders of Hudson United common stock do not receive more than one dividend, or fail to receive one dividend, for any single calendar quarter.

TD Banknorth’s financial advisor believes that the merger consideration and the purchase price to be received in the TD Banknorth stock sale are fair to TD Banknorth (page 47)

      In deciding to approve the merger agreement, the TD Banknorth board of directors considered the opinions of its financial advisor, Lehman Brothers, that, as of July 11, 2005 (the date on which the TD Banknorth board of directors approved the merger agreement), and based upon and subject to certain matters stated in those opinions, from a financial point of view, the merger consideration to be paid by TD Banknorth in the merger was fair to TD Banknorth and the purchase price to be received by TD Banknorth in the TD Banknorth stock sale was fair to TD Banknorth, and accordingly to TD Banknorth’s shareholders other than The Toronto-Dominion Bank. These opinions are included as Annex II to this document. As discussed under “Risk Factors” on page 27, the Lehman Brothers opinions speak only as of their date and do not reflect changes in market prices or other factors that may occur or may have occurred after July 11, 2005. Accordingly, the July 11, 2005 opinions may not accurately address, from a financial point of view, the fairness to TD Banknorth of the merger consideration to be paid by TD Banknorth or the fairness of the purchase price to be received by TD Banknorth in the TD Banknorth stock sale to TD Banknorth, and accordingly to TD Banknorth’s shareholders other than The Toronto-Dominion Bank, at the time these transactions are completed. Lehman Brothers considered alternative ways for TD Banknorth to raise equity capital in connection with its opinion relating to the TD Banknorth stock sale but did not consider debt alternatives. The Lehman Brothers opinions do not address the relative merits of the merger as compared to other alternative strategies that might be available to TD Banknorth. The opinions of Lehman Brothers contain a number of assumptions and limitations, including without limitation with respect to the adequacy of TD Banknorth’s and Hudson United’s current

7

allowances for loan losses. Lehman Brothers does not consider itself to be an expert in the evaluation of loan portfolios or allowances for loan losses. You should read the Lehman Brothers opinions completely to understand the assumptions made, matters considered and limitations of the review undertaken by Lehman Brothers in providing its opinions. The opinions of Lehman Brothers are directed to the TD Banknorth board of directors and do not constitute a recommendation to any shareholder as to any matter relating to the merger agreement. TD Banknorth has agreed to pay Lehman Brothers a fee of $6.0 million in connection with the merger, $2.0 million of which was paid upon delivery of the fairness opinions and the remainder of which will be payable upon completion of the merger. During the period of January 1, 2002 to the date of this document, Lehman Brothers received $4.1 million of fees from TD Banknorth, in addition to the fees relating to the merger and the TD Banknorth stock sale, $233,000 of fees from The Toronto-Dominion Bank and $767,000 of fees from Hudson United.

Hudson United’s financial advisor believes that the merger consideration is fair to Hudson United shareholders (page 58)

      In deciding to approve the merger agreement, the Hudson United board of directors considered the opinion of its financial advisor, Keefe, Bruyette & Woods, Inc., which we refer to herein as “KBW,” that, as of July 11, 2005 (the date on which the Hudson United board of directors approved the merger agreement), and based upon and subject to certain matters stated in the opinion, the merger consideration was fair to the holders of Hudson United common stock from a financial point of view. This opinion is included as Annex III to this document. As discussed under “Risk Factors” on page 27, the KBW opinion speaks only as of its date and does not reflect changes in market prices and other factors that may occur or may have occurred after July 11, 2005. Accordingly, the July 11, 2005 opinion may not accurately address the fairness of the merger consideration, from a financial point of view, to the shareholders of Hudson United at the time the merger is completed. The opinion of KBW contains a number of assumptions and limitations, including without limitation with respect to the adequacy of Hudson United’s and TD Banknorth’s current allowances for loan losses. KBW does not consider itself to be an expert in the evaluation of loan portfolios or allowances for loan losses. You should read this opinion completely to understand the assumptions made, matters considered and limitations of the review undertaken by KBW in providing its opinion. KBW’s opinion is directed to the Hudson United board of directors and does not constitute a recommendation to any shareholder as to any matter relating to the merger agreement. Hudson United has agreed to pay KBW a fee of approximately $8.6 million in connection with the merger, based on the $29.74 closing sale price of a share of TD Banknorth common stock on the New York Stock Exchange on December 6, 2005, of which 40% has been paid and 60% will be payable upon completion of the merger. During the period January 1, 2002 to the date of this document, KBW received $120,000 and $17.5 million of fees from Hudson United and TD Banknorth, respectively, in addition to the fees relating to the merger, and did not provide any services to The Toronto-Dominion Bank for which it received compensation.

The merger will be tax-free to holders of Hudson United common stock to the extent they receive TD Banknorth common stock (page 93)

      Neither Hudson United nor TD Banknorth will be required to complete the merger unless it receives a legal opinion stating that the merger will qualify as a “reorganization” for United States federal income tax purposes. In addition, in connection with the filing of the registration statement of which this document is a part, TD Banknorth has received the opinion of Elias Matz Tiernan & Herrick L.L.P. and Hudson United has received the opinion of Pitney Hardin LLP, each filed as exhibits to the registration statement and stating as follows.

•  If you exchange Hudson United common stock solely for cash in the merger, you generally will recognize capital gain or loss equal to the difference between the amount of cash received and your tax basis in the stock surrendered.

8

•  If you exchange Hudson United common stock solely for TD Banknorth common stock in the merger, you will not recognize any gain or loss, except with respect to any cash you receive in lieu of a fractional share interest in TD Banknorth common stock.

•  If you exchange Hudson United common stock for a combination of cash and TD Banknorth common stock in the merger, you generally will recognize gain (but not loss), and the gain will be equal to the lesser of (1) the excess of the sum of the cash and the fair market value of the TD Banknorth common stock received over your tax basis in the Hudson United common stock surrendered or (2) the amount of cash received.

•  Your holding period for the TD Banknorth common stock received in the merger will include your holding period for the Hudson United common stock exchanged in the merger.

      Tax matters are complicated, and the tax consequences of the merger to Hudson United shareholders will depend upon the facts of their particular situations. In addition, Hudson United shareholders may be subject to state, local or foreign tax laws that are not discussed herein. Accordingly, we strongly urge Hudson United shareholders to consult their own tax advisors for a full understanding of the tax consequences to them of the merger.

Executive officers and directors of Hudson United have financial interests in the merger that differ from the interests of Hudson United shareholders (page 84)

      When considering the recommendation of Hudson United’s board of directors, you should be aware that the executive officers and directors of Hudson United have financial interests in the merger that are different from your interests. These interests include the following.

•  Executive officers of Hudson United will be entitled to receive specified severance benefits under the Hudson United severance plan or separate agreements with TD Banknorth in the event their employment is terminated for specified reasons during the one or two year period following the merger, as applicable, with the severance benefits for the top five executive officers aggregating $3.8 million if their employment is terminated within the first 12 months following completion of the merger. For tax planning purposes, severance benefits of approximately $1.3 million will be paid to Kenneth T. Neilson, Chairman, President and Chief Executive Officer of Hudson United, on or before December 30, 2005.

•  Each director of Hudson United will be entitled to be paid, within ten days following consummation of the merger, a lump sum amount equal to the fees paid to the director by Hudson United in the calendar year immediately prior to the termination, with the severance benefits aggregating $1.3 million for the seven non-employee directors.

•  TD Banknorth and Mr. Neilson have entered into a consulting agreement pursuant to which Mr. Neilson will provide consulting services to TD Banknorth for a two-year period following the merger and receive compensation of $300,000 per year, for aggregate consulting fees of $600,000.

•  TD Banknorth will elect Brian Flynn and David A. Rosow, each current non-employee members of the Hudson United board of directors, as Class A directors of TD Banknorth upon completion of the merger. These persons will receive compensation following the merger on the same terms as other non-employee directors of TD Banknorth, who currently receive retainer fees of $28,000 per year, annual restricted stock grants for $10,000 of TD Banknorth common stock, annual stock option grants for 2,000 shares of TD Banknorth common stock and fees for attending board and committee meetings.

•  TD Banknorth, NA intends to appoint all current non-employee directors of Hudson United, other than the two directors who will be elected directors of TD Banknorth, to a new advisory board of directors of TD Banknorth, NA which will represent TD Banknorth’s new market areas in New Jersey, New York and Pennsylvania following the merger. Advisory directors will receive compensation for their services as advisory directors in accordance with the policies of TD

9

	Banknorth, NA in effect from time to time. Under current policies, the five advisory directors will receive a $5,000 annual retainer (aggregating $25,000), plus individual fees for attending meetings of the advisory board and committees thereof of $600 and $200 per meeting, respectively.
•	Under the terms of the supplemental employee retirement agreement between Hudson United and James Nall, Executive Vice President and Chief Financial Officer of Hudson United, upon execution of the merger agreement, Mr. Nall’s total years of credited service pursuant to this agreement was increased to 24.25 years, which resulted in Mr. Nall receiving credit for approximately 11 additional years of service. The value of this benefit to Mr. Nall is approximately $1.2 million based on current discount rates.
•	TD Banknorth has agreed to honor existing indemnification obligations of Hudson United and to purchase liability insurance for Hudson United’s directors and officers for a six-year period following the merger, subject to the terms of the merger agreement.
•	All outstanding unvested Hudson United stock options and restricted shares of Hudson United common stock will become fully vested upon the approval of the merger agreement by the shareholders of Hudson United, except that the awards held by Messrs. Neilson and Nall and any other individuals selected by the board of directors of Hudson United will become fully vested in December 2005. The unvested stock options held by the directors and executive officers of Hudson United have an aggregate value of approximately $2.2 million, and the unvested restricted stock awards held by the directors and executive officers of Hudson United have an aggregate value of approximately $6.3 million, in each case based upon an assumed transaction value of $42.78 per share.
•	Certain executive officers of Hudson United will be granted restricted stock units with respect to TD Banknorth common stock upon completion of the merger. These grants will become one-third vested on the three-year anniversary of the completion of the merger, with an additional one-third vesting at the end of year four and the end of year five, provided that the officer is still employed by TD Banknorth or any of its subsidiaries on the date of vesting. The grants will become fully vested if a change of control of TD Banknorth occurs or if the officer’s employment is terminated due to retirement, disability or death. The initial value of the grants to Messrs. Shara, Nelson, Nall and Mayo will aggregate approximately $1.7 million.
•	The aggregate value of Mr. Neilson’s severance, consulting fees and accelerated vesting of his unvested stock options and restricted stock awards will be approximately $6.1 million.

      These interests of Hudson United’s directors and executive officers may cause some of these persons to view the proposed merger differently than you view it, as a shareholder. See “The Merger and TD Banknorth Stock Sale — Financial Interests of Executive Officers and Directors of Hudson United in the Merger” beginning on page 84.

The TD Banknorth board of directors unanimously recommends approval and adoption of the merger agreement (page 33)

      The TD Banknorth board of directors believes that the merger and the TD Banknorth stock sale are fair to TD Banknorth shareholders and in the best interests of TD Banknorth and unanimously recommends that TD Banknorth shareholders vote “FOR” approval and adoption of the merger agreement and the transactions contemplated thereby.

      In determining that the merger is advisable and in the best interests of TD Banknorth and its shareholders, TD Banknorth’s board concluded that the proposed acquisition was an attractive means for TD Banknorth to strengthen and expand its existing markets in Connecticut and eastern New York and to enter into new markets in New Jersey and Pennsylvania. The board also considered a number of financial, strategic and other factors in making this determination, including the merger consideration to be paid to Hudson United shareholders, the price to be received by TD Banknorth in the TD Banknorth stock sale, the Lehman Brothers fairness opinions, TD Banknorth’s successful track record in integrating acquired

10

institutions, management’s estimates of the financial impact of the merger and the TD Banknorth stock sale and potential cost savings and revenue enhancements following completion of the merger.

The Hudson United board of directors unanimously recommends approval of the merger agreement (page 35)

      The Hudson United board of directors believes that the merger is fair to Hudson United shareholders and in the best interests of Hudson United and unanimously recommends that Hudson United shareholders vote “FOR” approval of the merger agreement.

      In determining that the merger is advisable and in the best interests of Hudson United and its shareholders, Hudson United’s board concluded that the merger would create a combined company with significantly greater financial strength and earnings power than Hudson United would have on its own. The board also considered a number of financial, strategic and other factors in making this determination, including the merger consideration to be paid to Hudson United shareholders, KBW’s fairness opinion, TD Banknorth’s financial strength and experience in integration and the complementary nature of Hudson United’s and TD Banknorth’s geographic markets. For a detailed discussion of these factors, see “The Merger — Hudson United’s Reasons for the Merger” beginning on page 43.

The TD Banknorth special meeting (page 30)

      The TD Banknorth special meeting of shareholders will be held on January 11, 2006, at the Portland Marriott Hotel, 200 Sable Oaks Drive, South Portland, Maine 04106 at 10:00 a.m., local time. At the special meeting, TD Banknorth shareholders will be asked to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger and the TD Banknorth stock sale, and to act upon any other matters that may properly come before the TD Banknorth special meeting.

      You are entitled to vote at the TD Banknorth special meeting if you owned shares of TD Banknorth common stock as of the close of business on December 2, 2005. On that date there were 173,644,890 shares of TD Banknorth common stock outstanding and entitled to vote. You will have one vote at the special meeting for each share of TD Banknorth common stock that you owned on that date.

      Shareholders of record may vote by mail, telephone, via the Internet or by attending the TD Banknorth special meeting and voting in person. Each proxy returned to TD Banknorth (and not revoked) by a holder of TD Banknorth common stock will be voted in accordance with the instructions indicated thereon. If no instructions are indicated, the proxy will be voted “FOR” approval and adoption of the merger agreement and in the discretion of the proxies upon any other matters that may properly come before the TD Banknorth special meeting.

      The affirmative vote of the holders of a majority of the outstanding TD Banknorth common stock is necessary to approve and adopt the merger agreement and the transactions contemplated thereby on behalf of TD Banknorth. As noted above, The Toronto-Dominion Bank, in its capacity as the holder of a majority of the outstanding TD Banknorth common stock, has agreed to vote “FOR” this proposal.

The Hudson United special meeting (page 33)

      The Hudson United special meeting of shareholders will be held on January 11, 2006, at the Sheraton Crossroads Hotel, One International Boulevard, Mahwah, New Jersey 07495 at 10:00 a.m., local time. At the special meeting, Hudson United shareholders will be asked to approve the merger agreement and to act upon any other matters that may properly come before the Hudson United special meeting.

      You are entitled to vote at the Hudson United special meeting if you owned shares of Hudson United common stock as of the close of business on December 2, 2005. On that date there were 44,472,421 shares of Hudson United common stock outstanding and entitled to vote. You will have one vote at the special meeting for each share of Hudson United common stock that you owned on that date.

11

      Shareholders of record may vote by mail, telephone, via the Internet or by attending the Hudson United special meeting and voting in person. Each proxy returned to Hudson United (and not revoked) by a holder of Hudson United common stock will be voted in accordance with the instructions indicated thereon. If no instructions are indicated, the proxy will be voted “FOR” approval of the merger agreement and in the discretion of the proxies upon any other matters that may properly come before the Hudson United special meeting.

      The affirmative vote of a majority of the votes cast by the holders of the Hudson United common stock at the Hudson United special meeting is necessary to approve the merger agreement on behalf of Hudson United. The directors and executive officers of Hudson United beneficially owned 2,074,449 shares or 4.7% of the outstanding Hudson United common stock on October 31, 2005 (inclusive of shares subject to stock options which are exercisable within 60 days of that date). The directors of Hudson United, who beneficially owned 1,631,722 shares or 3.7% of the outstanding Hudson United common stock on that date (inclusive of shares subject to stock options which are exercisable within 60 days of that date), have agreed to vote their shares in favor of approval of the merger agreement.

TD Banknorth and Hudson United must meet several conditions to complete the merger (page 74)

      Conditions to Each Party’s Obligations. The obligations of TD Banknorth and Hudson United to consummate the transactions contemplated by the merger agreement are subject to the satisfaction at or before the completion of the merger of the following conditions:

•  receipt of the required approvals of the shareholders of TD Banknorth and Hudson United of the merger agreement;

•  the receipt and continued effectiveness of all regulatory approvals required to consummate the merger and the other transactions contemplated by the merger agreement and the expiration of all applicable statutory waiting periods;

•  approval for the listing on the New York Stock Exchange of the shares of TD Banknorth common stock to be issued in the merger and the TD Banknorth stock sale;

•  the registration statement on Form S-4, which includes this joint proxy statement/ prospectus, is effective under the Securities Act of 1933, as amended; and

•  the absence of any injunction or other legal prohibition against the merger or the other transactions contemplated by the merger agreement.

      Conditions to TD Banknorth’s Obligations. The obligations of TD Banknorth to consummate the transactions contemplated by the merger agreement are subject to the satisfaction or waiver at or before the completion of the merger of the following conditions:

•  the representations and warranties of Hudson United were true and correct as of the date of the merger agreement and are true and correct as of the closing date for the merger, other than, in most cases, those failures to be true and correct that would not result or reasonably be expected to result, individually or in the aggregate, in a material adverse effect on Hudson United;

•  performance in all material respects by Hudson United of the obligations required to be performed by it at or prior to the closing date for the merger;

•  there is no legal or regulatory restriction or condition applicable to the merger that would be reasonably likely to have a material adverse effect (measured on a scale relative to Hudson United) on the business or operations of either Hudson United or TD Banknorth following completion of the merger, it being agreed that certain specified regulatory actions shall be deemed to have such a material adverse effect on TD Banknorth for this purpose;

•  TD Banknorth’s receipt of a certificate of certain officers of Hudson United as to the number of shares of Hudson United common stock and Hudson United stock options outstanding on the closing date for the merger; and

12

•  receipt of an opinion of TD Banknorth’s counsel that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

      Conditions to Hudson United’s Obligations. The obligations of Hudson United to consummate the transactions contemplated by the merger agreement are subject to the satisfaction or waiver at or before the completion of the merger of the following conditions:

•  the representations and warranties of TD Banknorth were true and correct as of the date of the merger agreement and are true and correct as of the closing date for the merger, other than, in most cases, those failures to be true and correct that would not result or reasonably be expected to result, individually or in the aggregate, in a material adverse effect on TD Banknorth;

•  performance in all material respects by TD Banknorth of the obligations required to be performed by it at or prior to the closing date for the merger; and

•  receipt of an opinion of Hudson United’s counsel that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

      Unless prohibited by law, either TD Banknorth or Hudson United could elect to waive a condition that has not been satisfied and complete the merger. Although TD Banknorth and Hudson United anticipate completing the merger in the first quarter of 2006, TD Banknorth and Hudson United cannot be certain whether or when any of the conditions to the merger will be satisfied, or waived where permissible, or that the merger will be completed during this period or at all.

      The merger will be completed on a closing date selected by TD Banknorth after the satisfaction or waiver of all conditions to the merger which is no later than the later of (i) five business days after such satisfaction or waiver or (ii) the first month end following such satisfaction or waiver, or on such later date as TD Banknorth and Hudson United may mutually agree upon, but in no event earlier than January 1, 2006.

TD Banknorth and Hudson United must obtain regulatory approvals to complete the merger and the bank merger (page 83)

      To complete the merger and the bank merger, the parties need the prior approval of the Federal Reserve Board, the Office of the Comptroller of the Currency of the United States, which we refer to herein as the “OCC,” and certain state regulatory authorities. The U.S. Department of Justice will have an opportunity to comment during the approval process of the Federal Reserve Board and will have at least 15 but no more than 30 days following the approval of the Federal Reserve Board to challenge the approval on antitrust grounds. TD Banknorth and Hudson United have filed all necessary applications and notices with the applicable regulatory agencies. TD Banknorth and Hudson United cannot predict, however, whether the required regulatory approvals will be obtained.

TD Banknorth and Hudson United may terminate the merger agreement (page 96)

      TD Banknorth and Hudson United can mutually agree at any time to terminate the merger agreement before completing the merger, even if shareholders of TD Banknorth and Hudson United have already voted to approve it. Either party generally also can terminate the merger agreement if:

•  any governmental entity which must grant a required regulatory approval has denied approval of the merger or the other transactions contemplated by the merger agreement;

•  the merger has not been consummated on or before June 30, 2006;

•  there is a breach by the other party to the merger agreement of its representations and warranties or obligations under the merger agreement which would prevent satisfaction of a closing condition and the breach is not reasonably capable of being cured or is not cured prior to 30 days after receipt of written notice of the breach; or

13

•  the shareholders of Hudson United fail to approve the merger agreement at the Hudson United shareholders meeting;

      In addition, TD Banknorth may terminate the merger agreement at any time prior to the Hudson United special meeting if:

•  the board of directors of Hudson United does not recommend approval of the merger agreement or changes its recommendation with respect to the merger agreement or does not call and hold a special meeting of Hudson United shareholders to vote on approval of the merger agreement; or

•  a tender offer or exchange offer for 25% or more of the outstanding shares of Hudson United common stock is commenced (other than by TD Banknorth or a subsidiary thereof), and the Hudson United board of directors recommends that the shareholders of Hudson United tender their shares in such tender or exchange offer or otherwise fails to recommend that such shareholders reject such tender offer or exchange offer within the 10 business day period specified in Rule 14e-2(a) under the Securities Exchange Act of 1934, as amended.

Hudson United may be required to pay a termination fee to TD Banknorth under certain circumstances (page 97)

      If the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation with respect to the merger agreement by Hudson United’s board of directors, Hudson United will be required to pay TD Banknorth a termination fee of up to $60 million. The termination fee could discourage other companies from seeking to acquire or merge with Hudson United.

Hudson United is prohibited from soliciting other offers (page 82)

      Hudson United has agreed that, while the merger is pending, it will not initiate or, subject to some limited exceptions, engage in discussions with any third party other than TD Banknorth regarding extraordinary transactions such as a merger, business combination or sale of a material amount of assets or capital stock.

The merger will be accounted for under the purchase method (page 96)

      TD Banknorth will use the purchase method of accounting to account for the merger. Under this method, the total purchase price will be allocated to the assets acquired and liabilities assumed, based on their fair values. To the extent that this purchase price exceeds the fair value of the net tangible assets acquired at the effective time of the merger, TD Banknorth will allocate the excess purchase price to intangible assets, including goodwill. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” the goodwill resulting from the merger will not be amortized to expense; however, core deposit and other intangibles with definite useful lives recorded by TD Banknorth in connection with the merger will be amortized to expense.

Under the merger agreement, TD Banknorth may modify the structure of the acquisition of Hudson United, and The Toronto-Dominion Bank and TD Banknorth may modify the terms of the TD Banknorth stock sale, without further approval by shareholders, subject to certain conditions (page 92)

      Under the merger agreement, TD Banknorth may at any time (including after the special meetings) change the structure of the merger and the merger of Hudson United Bank with and into TD Banknorth, NA (including without limitation to provide for an acquisition of Hudson United Bank’s assets and liabilities instead of its outstanding stock), and TD Banknorth and The Toronto-Dominion Bank may change the terms of the TD Banknorth stock sale, provided that in any such case no such change may;

•  alter or change the amount or kind of the merger consideration;

14

•  adversely affect the anticipated tax consequences of the merger to the holders of Hudson United common stock as a result of receiving the merger consideration; or

•  materially impede or delay consummation of the merger.

Shareholders of TD Banknorth and Hudson United have different rights (page 127)

      TD Banknorth is a Delaware corporation subject to the provisions of the Delaware General Corporation Law, which we refer to herein as the “DGCL,” and Hudson United is a New Jersey corporation subject to the provisions of the New Jersey Business Corporation Act, which we refer to herein as the “NJBCA.” Upon consummation of the merger, shareholders of Hudson United who become shareholders of TD Banknorth will have rights as shareholders of TD Banknorth governed by the DGCL and TD Banknorth’s certificate of incorporation and bylaws. The rights of shareholders of TD Banknorth differ in certain respects from the rights of shareholders of Hudson United under the NJBCA and Hudson United’s certificate of incorporation and bylaws. The most significant differences to former Hudson United shareholders in shareholder rights following the merger will be attributable to The Toronto-Dominion Bank’s majority ownership interest in TD Banknorth and the governance provisions in TD Banknorth’s certificate of incorporation and bylaws, as well as The Toronto-Dominion Bank stockholders agreement, which deal with the number and composition of and action by the board of directors of TD Banknorth and its committees and related matters. The Toronto-Dominion Bank’s ownership position and governance rights generally give it the ability to control the outcome of all matters that come before the shareholders and board of directors of TD Banknorth, including the election of directors, except where The Toronto-Dominion Bank stockholders agreement requires separate approval by the designated independent directors committee established under The Toronto-Dominion Bank stockholders agreement.

Shareholders of TD Banknorth and Hudson United do not have dissenter’s and appraisal rights in connection with the merger (page 99)

      Neither the holders of TD Banknorth common stock nor the holders of Hudson United common stock have rights under Delaware law and New Jersey law to dissent from the merger and obtain the fair value of their shares.

Information about the parties to the merger (pages 101 and 103)

      TD Banknorth. TD Banknorth is a Delaware corporation and a majority-owned subsidiary of The Toronto-Dominion Bank, a Canadian-chartered bank. TD Banknorth is a registered bank/financial holding company under the Bank Holding Company Act of 1956, as amended. TD Banknorth’s principal asset is all of the capital stock of TD Banknorth, NA, a national bank which was initially formed as a Maine-chartered savings bank in the mid-19^th century. TD Banknorth, NA operates banking divisions in Maine, New Hampshire, Massachusetts, Connecticut, Vermont and upstate New York and had 397 banking offices located in these states at September 30, 2005. Through TD Banknorth, NA and its subsidiaries, TD Banknorth offers a full range of banking services and products to individuals, businesses and governments throughout its market areas, including commercial, consumer, trust, investment advisory and insurance brokerage services. TD Banknorth’s primary source of revenue is its net interest income from interest-earning assets and interest-bearing liabilities. TD Banknorth also receives non-interest income from various fee-generating activities. TD Banknorth emphasizes commercial real estate, commercial business and consumer loans because these loans generally have more attractive yields, interest rate sensitivity and maturity characteristics compared to residential real estate loans. These loans amounted to over 80% of TD Banknorth’s loan portfolio at September 30, 2005. At September 30, 2005, TD Banknorth had consolidated assets of $31.8 billion and consolidated shareholders’ equity of $6.5 billion. Based on total assets at that date, TD Banknorth is the 29th largest commercial banking organization in the United States.

      The executive offices of TD Banknorth are located at Two Portland Square, Portland, Maine 04112-9540, and its telephone number is (207)761-8500.

15

      Hudson United. Hudson United is a New Jersey corporation and a registered bank holding company under the Bank Holding Company Act of 1956, as amended. Hudson United’s principal asset is all of the capital stock of Hudson United Bank, a New Jersey-chartered bank. At September 30, 2005, Hudson United Bank had 204 banking offices located in New Jersey, New York, Connecticut and Pennsylvania. Through Hudson United Bank and its subsidiaries, Hudson United offers a full range of banking services and products to individuals, businesses and governments throughout its market areas, including commercial, consumer, investment advisory and insurance premium financing services. Hudson United’s primary source of revenue is its net interest income from interest-earning assets and interest-bearing liabilities. Hudson United also receives non-interest income from various fee-generating activities. Hudson United emphasizes commercial real estate, commercial business and consumer loans, including credit card loans, because these loans generally have more attractive yields, interest rate sensitivity and maturity characteristics compared to residential real estate loans. These loans amounted to over 95% of Hudson United’s loan portfolio at September 30, 2005. At September 30, 2005, Hudson United had consolidated assets of $9.1 billion and consolidated shareholders’ equity of $520.5 million. Based on total assets at that date, Hudson United is the 55th largest commercial banking organization in the United States.

      The executive offices of Hudson United are located at 1000 MacArthur Boulevard, Mahwah, New Jersey 07430, and its telephone number is (201) 236-2600.

The Toronto-Dominion Bank and TD Banknorth are parties to a stockholders agreement which deals with the acquisition and transfer of TD Banknorth securities, governance rights and related matters (page 113)

      The Toronto-Dominion Bank and TD Banknorth are parties to an amended and restated stockholders agreement, dated as of August 25, 2004, which was entered into in connection with The Toronto-Dominion Bank’s acquisition of a majority of the outstanding TD Banknorth common stock. The Toronto-Dominion Bank stockholders agreement addresses The Toronto-Dominion Bank’s ability to acquire and transfer TD Banknorth securities, governance rights and related matters, which are summarized below.

      Governance. The Toronto-Dominion Bank stockholders agreement, and related provisions of the TD Banknorth certificate of incorporation and bylaws, permit The Toronto-Dominion Bank to nominate and elect a separate class of directors (designated as Class B directors) to the TD Banknorth board. The Toronto-Dominion Bank initially elected three Class B directors and elected one additional Class B director in October 2005, but generally it may increase that number at any time to a majority of the entire board. All corporate action by the TD Banknorth board requires the affirmative vote of both a majority of the full board as well as a majority of the Class B directors then in office. The Toronto-Dominion Bank stockholders agreement provides that the TD Banknorth board will at all times include four independent directors initially chosen by the TD Banknorth board who will not be affiliated in any way with The Toronto-Dominion Bank and have the sole authority to make various decisions on behalf of TD Banknorth under The Toronto-Dominion Bank stockholders agreement, such as approving amendments to The Toronto-Dominion Bank stockholders agreement or authorizing a “going-private” transaction involving The Toronto-Dominion Bank (generally, any transaction in which The Toronto-Dominion Bank acquires additional publicly-held shares of TD Banknorth common stock, with the result that this stock is no longer publicly traded on a national securities exchange or market or is held by fewer than 300 shareholders). We refer to these four independent directors as the “designated independent directors.” The successors to the initial designated independent directors will generally be chosen by the designated independent directors then in office, subject to the consent of the board’s nominating committee.

      Share Ownership and Transfer. The Toronto-Dominion Bank stockholders agreement generally prohibits The Toronto-Dominion Bank from acquiring more than 66²/3% of TD Banknorth’s outstanding voting stock, except in an authorized “going-private” transaction or in some other limited circumstances involving repurchases of TD Banknorth common stock by TD Banknorth. The Toronto-Dominion Bank stockholders agreement permits The Toronto-Dominion Bank to bid for the remaining publicly-held TD Banknorth shares or otherwise engage in a “going-private” transaction (as defined in SEC rules), during specified periods and subject to certain conditions.

16

      As long as The Toronto-Dominion Bank and its affiliates own 25% or more of TD Banknorth’s voting stock, they will have a first right to purchase capital stock from TD Banknorth whenever TD Banknorth’s board determines to raise capital. The Toronto-Dominion Bank will also have the right to purchase its proportionate share of capital securities issued by TD Banknorth for any other reason, including pursuant to acquisitions.

      In The Toronto-Dominion Bank stockholders agreement, The Toronto-Dominion Bank has agreed that during the first two years after completion of the acquisition of a majority interest in TD Banknorth on March 1, 2005, it will not transfer any TD Banknorth voting shares except to an affiliate of The Toronto-Dominion Bank that agrees to be bound by the terms of The Toronto-Dominion Bank stockholders agreement. During the next three years, The Toronto-Dominion Bank generally will be permitted to transfer TD Banknorth voting shares in broadly dispersed offerings, as security to collateralize a loan, subject to certain limitations, and in certain other circumstances, subject in certain cases to TD Banknorth’s right of first offer to purchase the shares. These transfer restrictions will terminate after the fifth anniversary of the completion of the acquisition. In addition, commencing generally with the third anniversary of the completion of the acquisition on March 1, 2008 (or following the second anniversary on March 1, 2007 in some circumstances), The Toronto-Dominion Bank may transfer TD Banknorth voting shares to a person who would, following such transfer, own more than 10% of TD Banknorth’s voting shares, subject to certain requirements.

      Non-Compete. The stockholders agreement generally prohibits The Toronto-Dominion Bank from providing branch-based consumer and commercial banking services in the continental United States through an FDIC-insured bank other than TD Banknorth’s banking subsidiary. This restriction does not apply to banking operations that The Toronto-Dominion Bank may conduct through its branches and agencies that operate in the U.S. as foreign branches of its Canadian banking operations, nor does it apply to banking services provided to The Toronto-Dominion Bank’s U.S. brokerage business through TD Waterhouse Bank, N.A. or any other bank whose primary business is to provide banking services to customers of a brokerage, mutual fund or other similar consumer financial business.

      Termination; Amendment; Waiver. The Toronto-Dominion Bank stockholders agreement will generally remain in effect until such time as The Toronto-Dominion Bank owns less than 15% of TD Banknorth’s outstanding stock. Some of the provisions, such as the rights to purchase securities from TD Banknorth, will terminate when The Toronto-Dominion Bank owns less than 25% of TD Banknorth’s outstanding voting stock, and some of the governance rights described above will continue, on a temporary basis, while The Toronto-Dominion Bank owns less than 50% but at least 35% of TD Banknorth’s outstanding voting stock.

      Any provision of The Toronto-Dominion Bank stockholders agreement, including without limitation the provision dealing with termination of this agreement, may be amended or waived by The Toronto-Dominion Bank and TD Banknorth, provided that no amendment or waiver shall be effective with respect to TD Banknorth unless it is approved by a majority of the designated independent directors of TD Banknorth.

17

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF TD BANKNORTH

(Dollars in Thousands, Except Per Share Data)

      The following information at and for the years ended December 31, 2004, 2003, 2002, 2001 and 2000 has been derived from TD Banknorth’s historical audited consolidated financial statements for those years. The financial information at and for the nine months ended September 30, 2005 and 2004 has been derived from TD Banknorth’s unaudited consolidated financial statements for these periods, which financial information includes, in the opinion of TD Banknorth’s management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such information. The results for the nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

      The Toronto-Dominion Bank acquired a majority interest in TD Banknorth effective March 1, 2005 in a transaction which was accounted for by TD Banknorth under the purchase method of accounting. This resulted in a new basis of accounting reflecting the fair value of TD Banknorth’s assets and liabilities at March 1, 2005 and for the successor periods beginning on March 1, 2005. Information for all dates and “predecessor” periods prior to the acquisition on March 31, 2005 is presented by TD Banknorth using TD Banknorth’s historical basis of accounting. To assist in the comparability of TD Banknorth’s financial results and to make it easier to understand these results, the financial information of TD Banknorth presented herein combines the “predecessor period” in 2005 (January 1, 2005 to February 28, 2005) with the successor period in 2005 (March 1, 2005 to September 30, 2005) to present “combined” results for the nine months ended September 30, 2005.

      The information set forth below is only a summary and should be read in conjunction with TD Banknorth’s consolidated financial statements and the related notes contained in TD Banknorth’s periodic reports filed with the Securities and Exchange Commission, which we refer to herein as the “SEC,” that have been incorporated by reference into this document. See “Where You Can Find More Information” beginning on page 144.

			December 31,
	September 30,
	2005		2004		2003		2002		2001		2000
Balance Sheet Data:
Total assets	$	31,815,246	$	28,687,810	$	26,453,735	$	23,418,941	$	21,076,586	$	18,233,810
Securities(1)		4,479,446		6,815,536		7,106,404		6,640,969		6,098,004		5,821,805
Total loans and leases, net(2)		19,742,850		18,349,842		16,113,675		13,847,735		12,525,493		10,692,112
Goodwill and other intangibles		5,245,756		1,416,156		1,163,054		695,158		466,633		185,520
Deposits		20,622,578		19,227,581		17,901,185		15,664,601		14,221,049		12,107,256
Borrowings		4,226,348		5,990,705		5,882,864		5,432,581		4,602,388		4,659,390
Shareholders’ equity		6,463,623		3,176,114		2,520,519		2,063,485		1,789,115		1,330,857
Nonperforming assets		66,889		81,103		63,103		68,953		81,227		67,132
Book value per share		37.23		17.71		15.54		13.70		11.83		9.42
Tangible book value per share		8.50		9.91		8.45		9.21		8.80		8.05

18

		Nine Months Ended
		September 30,					Year Ended December 31,
		2005			2004		2004			2003		2002		2001			2000
Operations Data:
Interest and dividend income		$	1,036,775		$	922,948	$	1,250,848		$	1,184,990	$	1,223,272	$	1,260,314		$	1,326,027
Interest expense			282,412			239,840		323,623			352,138		438,600		583,825			726,737
Net interest income			754,363			683,108		927,225			832,852		784,672		676,489			599,290
Provision for loan and lease losses			11,166			29,670		40,340			42,301		44,314		41,889			23,819
Net interest income after provision for loan and lease losses			743,197			653,438		886,885			790,551		740,358		634,600			575,471
Net securities gains (losses)			(48,022	)		10,060		(7,701	)		42,460		7,282		1,329			(15,456	)
Other noninterest income			294,523			263,358		353,657			332,678		279,071		242,651			230,904
Noninterest expense (excluding merger and consolidation costs and prepayment penalties on borrowings)			611,146			486,391		653,920			602,676		564,701		501,782			459,385
Merger and consolidation costs(3)			37,722			11,351		49,635			8,104		14,691		7,614			43,007
Prepayment penalties on borrowings			6,303			—		61,546			30,490		—		5,995			—
Income before income tax expense			334,527			429,114		467,740			524,419		447,319		363,189			288,527
Income tax expense			116,113			145,169		163,097			173,660		148,681		124,104			96,793
Net income before cumulative effect of change in accounting principle			218,414			283,945		304,643			350,759		298,638		239,085			191,734
Cumulative effect of change in accounting principle, net of tax			—			—		—			—		—		(290	)		—
Net income		$	218,414		$	283,945	$	304,643		$	350,759	$	298,638	$	238,795		$	191,734
Net income per share before cumulative effect of change in accounting principle:
	Basic	$	1.24		$	1.68	$	1.78		$	2.18	$	2.01	$	1.73		$	1.33
	Diluted		1.23			1.65		1.75			2.15		1.99		1.71			1.32
Net income per share:
	Basic		1.24			1.68		1.78			2.18		2.01		1.70			1.33
	Diluted		1.23			1.65		1.75			2.15		1.99		1.68			1.32
Dividends per share			0.62			0.59		0.79			0.70		0.58		0.53			0.50

19

	At or For the
	Nine Months
	Ended
	September 30,						At or For the Year Ended December 31,
	2005			2004			2004			2003			2002			2001			2000
Other Data(4):
Return on average assets		0.93	%		1.35	%		1.08	%		1.37	%		1.39	%		1.29	%		1.05	%
Return on average equity		5.04			13.57			10.63			14.51			16.25			16.48			15.69
Average equity to average assets		18.42			9.94			10.17			9.44			8.56			7.82			6.66
Interest rate spread(5)		3.76			3.44			3.48			3.42			3.72			3.43			3.06
Net interest margin(5)		4.06			3.67			3.72			3.66			4.07			3.98			3.58
Tier 1 leverage capital ratio at end of period		6.99			6.95			7.58			6.65			7.13			7.14			7.02
Dividend payout ratio		50.46			35.18			44.36			31.90			28.76			30.27			36.91
Efficiency ratio(6)		65.46			52.04			60.09			53.09			54.10			55.99			61.67
Nonperforming assets as a percent of total assets at end of period		0.21			0.23			0.28			0.24			0.29			0.39			0.37

(1)	Includes securities held to maturity.
(2)	Does not include loans held for sale.
(3)	Consists of merger charges, charter consolidation costs, certain asset write-downs and branch closing costs where applicable.
(4)	Annualized where appropriate.
(5)	Ratios are on a fully-tax equivalent basis.
(6)	The efficiency ratio represents noninterest expense as a percentage of net interest income and noninterest income.

20

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF HUDSON UNITED

(Dollars in Thousands, Except Per Share Data)

      The following information at and for the years ended December 31, 2004, 2003, 2002, 2001 and 2000 has been derived from Hudson United’s historical audited consolidated financial statements for those years. The financial information at and for the nine months ended September 30, 2005 and 2004 has been derived from Hudson United’s unaudited consolidated financial statements for these periods, which financial information includes, in the opinion of Hudson United’s management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such information. The results for the nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. The information set forth below is only a summary and should be read in conjunction with Hudson United’s consolidated financial statements and the related notes contained in Hudson United’s periodic reports filed with the SEC that have been incorporated by reference into this document. See “Where You Can Find More Information” beginning on page 144.

			December 31,
	September 30,
	2005		2004		2003		2002		2001		2000
Balance Sheet Data:
Total assets	$	9,065,673	$	9,079,042	$	8,100,658	$	7,651,261	$	6,999,535	$	6,817,226
Securities(1)		2,985,269		3,538,855		2,706,185		2,616,452		1,408,510		942,919
Total loans and leases, net(2)		5,146,856		4,766,385		4,591,909		4,267,546		4,268,443		5,182,343
Goodwill and other intangibles		100,839		103,665		103,732		100,156		86,157		100,760
Deposits		6,799,700		6,344,198		6,243,359		6,199,701		5,983,545		5,813,267
Borrowings		1,286,815		1,722,423		921,219		469,686		311,966		358,861
Shareholders’ equity		520,542		531,650		458,190		432,526		383,904		368,473
Nonperforming assets		25,092		27,875		14,194		16,672		47,850		62,216
Book value per share		11.71		11.82		10.23		9.61		8.38		7.68
Tangible book value per share		9.44		9.51		7.91		7.38		6.50		5.58

		Nine Months Ended
		September 30,				Year Ended December 31,
		2005		2004		2004		2003		2002		2001		2000
Operations Data:
Interest and dividend income		$	343,955	$	304,706	$	414,434	$	394,129	$	430,003	$	470,363	$	608,309
Interest expense			117,595		68,697		98,782		94,871		129,246		184,997		288,583
Net interest income			226,360		236,009		315,652		299,258		300,757		285,366		319,726
Provision for loan and lease losses			21,400		14,850		14,850		26,000		51,333		34,147		24,000
Net interest income after provision for loan and lease losses			204,960		221,159		300,802		273,258		249,424		251,219		295,726
Net securities gains (losses)			2,135		16,377		8,887		5,117		3,545		1,205		(58,639	)
Other noninterest income			99,173		102,629		147,440		127,928		181,577		108,220		89,734
Noninterest expense			216,750		212,243		283,706		256,295		247,126		227,240		250,031
Merger and consolidation costs			3,082		—		—		—		—		—		—
Income before income taxes			86,436		127,922		173,423		150,008		187,420		133,404		76,790
Income tax expense			7,211		32,743		45,340		37,687		64,214		38,943		26,969
Net income		$	79,225	$	95,179	$	128,083	$	112,321	$	123,206	$	94,461	$	49,821
Net income per share:
	Basic	$	1.78	$	2.13	$	2.86	$	2.51	$	2.73	$	2.02	$	0.93
	Diluted		1.77		2.12		2.85		2.50		2.72		2.00		0.92
Dividends per share			1.11		1.01		1.36		1.18		1.10		1.01		0.93

21

	At or For the
	Nine Months
	Ended
	September 30,						At or For the Year Ended December 31,
	2005			2004			2004			2003			2002			2001			2000
Other Data:(3)
Return on average assets		1.17	%		1.50	%		1.49	%		1.41	%		1.71	%		1.41	%		0.61	%
Return on average equity		19.90			26.38			26.04			25.67			30.06			24.95			10.72
Average equity to average assets		5.90			5.70			5.72			5.51			5.68			5.64			5.66
Interest rate spread(4)		3.34			3.85			3.78			3.87			4.27			4.17			3.70
Net interest margin(4)		3.69			4.09			4.03			4.12			4.65			4.71			4.26
Tier 1 leverage capital ratio at end of period		6.60			6.66			6.69			6.36			5.82			5.75			5.96
Dividend payout ratio		62.83			47.71			47.73			47.03			40.77			50.19			98.99
Efficiency ratio(5)		62.23			60.63			59.77			58.76			49.86			54.63			56.70
Nonperforming assets as a percent of total assets at end of period		0.28			0.17			0.31			0.18			0.22			0.68			0.91

(1)	Includes securities held to maturity and does not include trading securities.
(2)	Does not include loans held for sale.
(3)	Annualized where appropriate.
(4)	Ratios are on a fully-tax equivalent basis.
(5)	The efficiency ratio represents noninterest expense (less other real estate owned expense and amortization of intangibles) as a percentage of net interest income and noninterest income (adjusted for securities gains, mortgage impairment, trading gains and losses and the tax effect of the dividend received deduction).

22

SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

(Dollars in Thousands, Except Per Share Data)

      The following table sets forth selected unaudited pro forma combined consolidated financial information for TD Banknorth and Hudson United. The pro forma information gives effect to the merger and the TD Banknorth stock sale as if these transactions had been effective on the date presented, in the case of balance sheet data, and as if these transactions had been effective on January 1, 2004, in the case of operations data. The pro forma information in the table assumes that the merger is accounted for under the purchase method of accounting. See “The Merger and TD Banknorth Stock Sale — Accounting Treatment of the Merger” on page 96. The information in the following table is based on, and should be read together with, the historical financial information that TD Banknorth and Hudson United have presented in prior filings with the SEC and the pro forma financial information that appears elsewhere in this document. See “Where You Can Find More Information” beginning on page 144 and “Unaudited Pro Forma Combined Consolidated Financial Information” beginning on page 104.

      The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of (i) an anticipated deleveraging in connection with the merger through the sale of approximately $1.7 billion of investment securities which had an unrealized pre-tax loss of approximately $43 million at October 31, 2005 and concurrent repayment of approximately $1.7 billion of borrowings, (ii) an anticipated sale of Hudson United’s landfill gas investments, which provided Hudson United with an after-tax loss of $783,000 and after-tax income of $11.2 million in the nine months ended September 30, 2005 and year ended December 31, 2004, respectively, for an amount which approximates their current carrying value by Hudson United, which equals their net realized value less estimated selling costs, or (iii) financial benefits from such items as cost savings, revenue enhancements and share repurchases. Accordingly, the pro forma information does not attempt to predict or suggest future results and is not necessarily indicative of the results that actually would have occurred had the merger and the TD Banknorth stock sale been completed on the dates indicated or that may be obtained in the future.

	September 30,
	2005
Balance Sheet Data:
Total assets	$	42,346,387
Securities(1)		7,444,735
Total loans and leases, net(2)		24,798,241
Goodwill and other intangibles		6,923,508
Deposits		27,409,351
Borrowings		5,889,735
Shareholders’ equity		8,364,658
Nonperforming assets		91,803
Book value per share		35.52
Tangible book value per share		7.55

23

		Nine Months
		Ended			Year Ended
		September 30,			December 31,
		2005			2004
Operations Data:
Interest and dividend income		$	1,394,078		$	1,685,694
Interest expense			401,066			430,825
Net interest income			993,012			1,254,869
Provision for loan and lease losses			32,566			55,190
Net interest income after provision for loan and lease losses			960,446			1,199,679
Net securities gains (losses)			(45,887	)		1,186
Other noninterest income			393,696			501,097
Noninterest expense (excluding merger and consolidation costs and prepayment penalties on borrowings)			841,607			966,234
Merger and consolidation costs(3)			40,804			49,635
Prepayment penalties on borrowings			6,303			61,546
Income before income tax expense			419,541			624,547
Income tax expense			122,826			202,621
Net income		$	296,715		$	421,926
Net income per share:
	Basic	$	1.24		$	1.81
	Diluted	$	1.24			1.79

	Nine Months
	Ended			Year Ended
	September 30,			December 31,
	2005			2004(4)
Other Data:
Return on average assets		0.95	%		n/m
Return on average equity		5.39	%		n/m
Average equity to average assets		17.54			n/m
Tier 1 leverage capital ratio at end of period		6.53			n/m
Nonperforming assets as a percent of total assets at end of period		0.22			n/m

(1)	Includes securities held to maturity.
(2)	Does not include loans held for sale.
(3)	Consists of merger charges and certain asset write-downs.
(4)	Average balance sheet amounts and capital and other ratios at and for the year ended December 31, 2004 are not meaningful (n/m) because estimated purchase accounting adjustments were as of September 30, 2005.

24

UNAUDITED COMPARATIVE PER SHARE DATA

      The following table sets forth for the TD Banknorth common stock and the Hudson United common stock certain historical, pro forma and pro forma equivalent per share financial information. The pro forma and pro forma equivalent per share information gives effect to the merger and the TD Banknorth stock sale as if these transactions had been effective on the dates presented, in the case of the book value and tangible book value data, and as if these transactions had been effective on January 1, 2004, in the case of the income from operations and dividends paid data. The pro forma information in the table assumes that the merger is accounted for under the purchase method of accounting. See “The Merger and TD Banknorth Stock Sale — Accounting Treatment of the Merger” on page 96. The information in the following table is based on, and should be read together with, the historical financial information that TD Banknorth and Hudson United have presented in prior filings with the SEC and the pro forma financial information that appears elsewhere in this document. See “Where You Can Find More Information” beginning on page 144 and “Unaudited Pro Forma Combined Consolidated Financial Information” beginning on page 104.

      The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of (i) an anticipated deleveraging in connection with the merger through the sale of approximately $1.7 billion of investment securities which had an unrealized pre-tax loss of approximately $43 million at October 31, 2005 and concurrent repayment of approximately $1.7 billion of borrowings, (ii) an anticipated sale of Hudson United’s landfill gas investments, which provided Hudson United with an after-tax loss of $783,000 and after-tax income of $11.2 million in the nine months ended September 30, 2005 and year ended December 31, 2004, respectively, for an amount which approximates their current carrying value by Hudson United, which equals their net realizable value less estimated selling costs, or (iii) financial benefits from such items as cost savings, revenue enhancements and share repurchases. Accordingly, the pro forma information does not attempt to predict or suggest future results and is not necessarily indicative of the results that actually would have occurred had the merger and the TD Banknorth stock sale been completed on the dates indicated or that may be obtained in the future.

		TD Banknorth					Hudson United
		Common Stock					Common Stock
				Pro Forma					Pro Forma
		Historical		Combined(1)			Historical		Equivalent(2)
Net income per basic share:
	Nine Months Ended September 30, 2005	$	1.24	$	1.24		$	1.78	$	1.77
	Year ended December 31, 2004		1.78		1.83			2.86		2.61
Net income per diluted share:
	Nine Months Ended September 30, 2005		1.23		1.24			1.77		1.77
	Year ended December 31, 2004		1.75		1.80			2.85		2.57
Dividends declared per share:
	Nine Months Ended September 30, 2005		0.62		0.62	(3)		1.11		0.89
	Year ended December 31, 2004		0.79		0.79	(3)		1.36		1.13
Book value per share:
	September 30, 2005		37.23		35.52			11.71		50.72
	December 31, 2004		17.71		21.02			11.82		30.02
Tangible book value per share:
	September 30, 2005		8.50		7.55			9.44		10.78
	December 31, 2004		9.91		7.96			9.51		11.36

25

(1)  Pro forma combined amounts are calculated by adding together the historical amounts reported by TD Banknorth and Hudson United, as adjusted for:

•  the estimated purchase accounting adjustments to be recorded in connection with the merger (consisting of mark-to-market valuation adjustments for assets acquired and liabilities assumed and adjustments for intangible assets established, and the resultant amortization/accretion of certain of such adjustments over appropriate future periods),

•  an estimated 32.4 million shares of TD Banknorth common stock to be issued in connection with the merger based on the terms of the merger agreement and the number of fully diluted shares of Hudson United common stock outstanding on the date of the merger agreement (with shares subject to Hudson United stock options outstanding on that date calculated under the treasury method) and

•  29.6 million shares of TD Banknorth common stock to be issued in the TD Banknorth stock sale.

(2)

Pro forma equivalent amounts are calculated by multiplying the pro forma combined amounts by an assumed exchange ratio of 1.4280, which is based on the closing price of the TD Banknorth common stock on July 11, 2005, the last trading day prior to the public announcement of the merger agreement. The actual exchange ratio likely will differ from the assumed exchange ratio because it will be based on the average per share closing price of the TD Banknorth common stock for the ten trading-day period ending on the fifth business day prior to completion of the merger. Pro forma equivalent information is presented to reflect that Hudson United shareholders who receive TD Banknorth common stock in the merger will, based on the assumed exchange ratio, receive more than one share of TD Banknorth common stock for each share of Hudson United common stock they own which is converted into TD Banknorth common stock pursuant to the merger.

(3)

It is anticipated that the initial dividend rate will be equal to the current dividend rate of TD Banknorth. Accordingly, pro forma combined dividends per share of TD Banknorth common stock represent the historical dividends per common share paid by TD Banknorth.

26

RISK FACTORS

      In addition to the other information included in or incorporated by reference into this joint proxy statement/prospectus, including TD Banknorth’s annual report on Form 10-K/ A for the year ended December 31, 2004 and quarterly reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, and Hudson United’s annual report on Form 10-K for the year ended December 31, 2004 and quarterly reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, you should carefully consider the following risk factors in deciding whether to vote to approve the merger agreement and, if you are a Hudson United shareholder, make a cash or stock election.

The price of the TD Banknorth common stock may decrease before or after the merger, which would decrease the amount of cash and value of the shares of TD Banknorth common stock received by Hudson United shareholders.

      Upon completion of the merger, each share of Hudson United common stock will be converted into merger consideration consisting of shares of TD Banknorth common stock or cash pursuant to the terms of the merger agreement. The value of the merger consideration to be received by Hudson United shareholders will be based on the average per share closing price of the TD Banknorth common stock on the New York Stock Exchange during the ten trading-day period ending on the fifth business day prior to completion of the merger. The average closing price may be less than the closing price of the common stock at the time the merger agreement was executed, at the date of mailing of this document or at the time of the special meetings. Any decline in the market price of the TD Banknorth common stock prior to completion of the merger will reduce the value of the merger consideration that Hudson United shareholders will receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects and regulatory considerations. Many of these factors are beyond our control.

      Accordingly, at the time of the Hudson United special meeting, Hudson United shareholders will not necessarily know or be able to calculate the amount of the cash consideration they would receive or the exchange ratio to be used to determine the number of any shares of Hudson United common stock they would receive upon completion of the merger. If the value of the TD Banknorth common stock declines, the consideration Hudson United shareholders would receive in the merger also will decline. Hudson United does not have the right to terminate the merger agreement based on a decline in the price of the TD Banknorth common stock.

The fairness opinions obtained by TD Banknorth and Hudson United from their respective financial advisors will not reflect changes in circumstances prior to the merger.

      Lehman Brothers, the financial advisor to TD Banknorth, has delivered “fairness opinions” to the board of directors of TD Banknorth. The opinions state that, as of July 11, 2005 and based upon and subject to certain matters stated in those opinions, from a financial point of view, (i) the consideration to be paid by TD Banknorth in the merger with Hudson United was fair to TD Banknorth and (ii) the purchase price to be received by TD Banknorth in the TD Banknorth stock sale was fair to TD Banknorth and accordingly to TD Banknorth’s shareholders other than The Toronto-Dominion Bank. The Lehman Brothers opinions speak only as of their date and do not reflect changes that may occur or may have occurred after July 11, 2005, including changes to the market prices of the TD Banknorth common stock and the Hudson United common stock, the operations and prospects of Hudson United or TD Banknorth, general market and economic conditions or regulatory or other factors. Any such changes, or other factors on which the opinions are based, may alter the relative value of Hudson United and TD Banknorth. Because TD Banknorth does not plan to ask Lehman Brothers to update its opinions, the July 11, 2005 opinions may not accurately address, from a financial point of view, the fairness to TD Banknorth of the merger consideration to be paid or the fairness of the purchase price to be received by TD Banknorth in the TD Banknorth stock sale, and accordingly to TD Banknorth’s shareholders other than The Toronto-Dominion Bank, at the time these transactions are completed.

27

      KBW, the financial advisor to Hudson United, has delivered a “fairness opinion” to the board of directors of Hudson United. The opinion states that, as of July 11, 2005 and based upon and subject to certain matters stated in the opinion, the aggregate merger consideration to be paid to Hudson United shareholders was fair, from a financial point of view, to those shareholders. The KBW opinion speaks only as of its date and does not reflect changes that may occur or may have occurred after July 11, 2005, including changes to the market prices of the TD Banknorth common stock and the Hudson United common stock, the operations and prospects of Hudson United or TD Banknorth, general market and economic conditions or regulatory or other factors. Any such changes, or other factors on which the opinion is based, may alter the relative value of Hudson United and TD Banknorth. Because Hudson United does not presently intend to ask KBW to update its opinion, the July 11, 2005 opinion may not accurately address the fairness of the merger consideration, from a financial point of view, to the shareholders of Hudson United at the time the merger is completed.

TD Banknorth may fail to realize the anticipated benefits of the merger.

      The success of the merger will depend on, among other things, TD Banknorth’s ability to realize anticipated cost savings and to combine the businesses of TD Banknorth and Hudson United in a manner that does not materially disrupt the existing customer relationships of Hudson United or result in decreased revenues resulting from any loss of customers and that permits growth opportunities to occur. If TD Banknorth is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

The market price of shares of TD Banknorth common stock may be affected by factors which are different from those affecting shares of Hudson United common stock.

      Although similar, some of TD Banknorth’s current businesses and geographic markets differ from those of Hudson United and, accordingly, the results of operations of the combined company after the merger may be affected by factors relating to these businesses and markets which are different from those currently affecting the independent results of operations of Hudson United. For a discussion of the businesses of TD Banknorth and Hudson United and of certain factors to consider in connection with those businesses, see “Information About TD Banknorth” on page 101, “Information About Hudson United” on page 103 and the annual, quarterly and current reports of TD Banknorth and Hudson United which are incorporated by reference into this document and referred to under “Where You Can Find More Information” beginning on page 144.

Hudson United shareholders may receive a form of consideration different from what they elect.

      While each Hudson United shareholder may elect to receive all cash or all TD Banknorth common stock in the merger, the amount of cash available for payment to Hudson United shareholders is fixed at $941.8 million. As a result, if either a cash or stock election proves to be more popular among Hudson United shareholders, and you choose the election that is more popular, you might receive a portion of your consideration in cash and a portion of your consideration in TD Banknorth common stock. Based on the $29.74 closing price of the TD Banknorth common stock on the New York Stock Exchange on December 6, 2005, the aggregate cash consideration and the aggregate stock consideration would amount to 49.4% and 50.6% of the aggregate merger consideration, respectively.

The Toronto-Dominion Bank exercises significant control over TD Banknorth.

      Because TD Banknorth is a majority-owned subsidiary of The Toronto-Dominion Bank, The Toronto-Dominion Bank generally has the ability to control the outcome of any matter submitted for the vote or consent of TD Banknorth shareholders. Pursuant to The Toronto-Dominion Bank stockholders agreement, The Toronto-Dominion Bank may increase the number of Class B directors (who are elected exclusively by The Toronto-Dominion Bank) at any time to a majority of the entire board of directors of TD Banknorth and all corporate action by the TD Banknorth board requires the affirmative vote of both a majority of the entire board as well as a majority of the Class B directors (whether or not the Class B directors then constitute a majority of the entire board). Accordingly, The Toronto-Dominion

28

Bank generally is, and following the merger will be, able to control the outcome of all matters that come before the TD Banknorth board except in the specific instances where The Toronto-Dominion Bank stockholders agreement requires separate approval of the designated independent directors committee established under The Toronto-Dominion Bank stockholders agreement. The Toronto-Dominion Bank stockholders agreement and related provisions of TD Banknorth’s certificate of incorporation also permit The Toronto-Dominion Bank to retain its majority position on the TD Banknorth board and certain of its governance rights for limited periods of time even if its ownership of TD Banknorth common stock declines below 50% (but not below 35%) of the outstanding shares.

      As a result of The Toronto-Dominion Bank’s controlling interest in TD Banknorth, The Toronto-Dominion Bank has the power, subject to applicable law, to take actions that might be favorable to The Toronto-Dominion Bank but not necessarily favorable to other TD Banknorth shareholders. In addition, The Toronto-Dominion Bank’s ownership position and governance rights prevent TD Banknorth from participating in a change of control transaction with a third party unless The Toronto-Dominion Bank consents to such transaction. Moreover, The Toronto-Dominion Bank is under no obligation to purchase all of the remaining publicly-held shares of TD Banknorth at any particular time and may, in its discretion, purchase significant additional amounts of TD Banknorth common stock (but generally not in excess of 66²/3% of the outstanding shares) in the open market or otherwise without making an offer for all remaining publicly-held shares. As a result, the TD Banknorth common stock may trade at prices that do not reflect a “takeover premium” to the same extent as do the equity securities of similarly-situated companies that do not have a majority or significant shareholder and therefore the TD Banknorth common stock may trade at a lower price than the equity securities of such other similarly-situated companies.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

      This document and the documents incorporated herein by reference contain forward-looking statements by TD Banknorth and Hudson United within the meaning of the federal securities laws. These forward-looking statements include information about the financial condition, results of operations and business of TD Banknorth following completion of the merger, including statements relating to the estimated cost savings and revenue enhancements that are anticipated to be realized from the merger, the estimated impact on TD Banknorth’s earnings per share of the merger and the restructuring charges expected to be incurred in connection with the merger. This document also includes forward-looking statements about the consummation and anticipated timing of the merger and the tax consequences of the merger. In addition, any of the words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “projects,” “predicts” and similar expressions indicate forward-looking statements. These forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

•  estimated cost savings and revenue enhancements from the merger or other proposed mergers may not be fully realized within the expected time frames;

•  deposit attrition, customer loss or revenue loss following the merger or other proposed mergers may be greater than expected;

•  competitive pressure among depository and other financial institutions may increase significantly;

•  costs or difficulties related to the integration of the businesses of TD Banknorth and its merger partners, including Hudson United, may be greater than expected;

•  changes in the interest rate environment may reduce interest margins;

•  general economic or business conditions, either nationally or in the states or regions in which TD Banknorth does business, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit;

29

•  legislation or changes in regulatory requirements, including changes in accounting standards, may adversely affect the businesses in which TD Banknorth is engaged;

•  adverse changes may occur in the securities markets, whether due to terrorist activities, world events or other factors; and

•  competitors of TD Banknorth may have greater financial resources and develop products and technology that enable those competitors to compete more successfully than TD Banknorth.

      Management of TD Banknorth and Hudson United each believes that the forward-looking statements about its respective company are reasonable; however, you should not place undue reliance on them because they speak only as of the date of this document, or, in the case of documents incorporated by reference in this document, the dates of those documents. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results and shareholder values of TD Banknorth following completion of the merger may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the ability of TD Banknorth and Hudson United to control or predict.

GENERAL INFORMATION

      This document constitutes a joint proxy statement of TD Banknorth and Hudson United and is being furnished to all record holders of TD Banknorth common stock and Hudson United common stock in connection with the solicitation of proxies by the boards of directors of TD Banknorth and Hudson United to be used at a special meeting of shareholders of TD Banknorth and a special meeting of shareholders of Hudson United, respectively, both to be held on January 11, 2006 and any adjournments or postponements of these meetings. The purposes of the special meetings are to consider and vote upon the merger agreement, which provides, among other things, for the merger of Hudson United with and into TD Banknorth and the sale by TD Banknorth of shares of its common stock to The Toronto-Dominion Bank to fund the aggregate cash consideration payable by TD Banknorth in the merger.

      This document also constitutes a prospectus of TD Banknorth relating to the TD Banknorth common stock to be issued to holders of Hudson United common stock upon completion of the merger. Based on the terms of the merger agreement and the number of fully diluted shares of Hudson United common stock outstanding on the date of the merger agreement (with shares subject to Hudson United stock options outstanding on that date calculated under the treasury method), approximately 32.4 million shares of TD Banknorth common stock will be issuable pursuant to the merger (33.2 million assuming all Hudson United stock options outstanding on that date are exercised prior to completion of the merger). An additional 29.6 million shares of TD Banknorth common stock will be sold by TD Banknorth to The Toronto-Dominion Bank pursuant to the merger agreement to fund the aggregate cash merger consideration, resulting in an estimated maximum of 62.0 million shares of TD Banknorth common stock that will be issuable pursuant to the merger agreement (62.8 million assuming all outstanding Hudson United stock options are exercised prior to completion of the merger).

      TD Banknorth has supplied all information contained or incorporated by reference herein relating to TD Banknorth, and Hudson United has supplied all such information relating to Hudson United.

THE TD BANKNORTH SPECIAL MEETING

Date, Place and Time

      A special meeting of shareholders of TD Banknorth will be held at 10:00 a.m., local time, on Wednesday, January 11, 2006 at the Portland Marriott Hotel, 200 Sable Oaks Drive, South Portland, Maine 04106.

30

Matters to be Considered

      The purposes of the TD Banknorth special meeting are to consider and vote on a proposal to approve and adopt the merger agreement and the transactions contemplated thereby and to consider and vote on any other matters that may be properly submitted for a vote at the TD Banknorth special meeting. At this time, the TD Banknorth board of directors is unaware of any matters, other than approval and adoption of the merger agreement and the transactions contemplated thereby, that may be presented for action at the TD Banknorth special meeting.

Shares Outstanding and Entitled to Vote; Record Date

      The close of business on December 2, 2005 has been fixed by TD Banknorth as the record date for the determination of holders of TD Banknorth common stock entitled to notice of and to vote at the special meeting and any adjournment or postponement of the TD Banknorth special meeting. At the close of business on the record date, there were 173,644,890 shares of TD Banknorth common stock outstanding and entitled to vote. Each share of TD Banknorth common stock entitles the holder to one vote at the TD Banknorth special meeting on all matters properly presented at the meeting.

How to Vote Your Shares

      Shareholders of record may vote by telephone, via the Internet, by mail or by attending the TD Banknorth special meeting and voting in person.

•  Voting by Telephone: You can vote your shares by telephone by calling the toll-free telephone number on your proxy card. Telephone voting is available 24 hours a day. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. Our telephone voting procedures are designed to authenticate shareholders by using individual control numbers. If you vote by telephone, you do not need to return your proxy card.

•  Voting via the Internet: You can vote via the Internet by accessing the web site listed on your proxy card and following the instructions you will find on the web site. Internet voting is available 24 hours a day. As with telephone voting, you will be given the opportunity to confirm that your instructions have been properly recorded. If you vote via the Internet, you do not need to return your proxy card.

•  Voting by Mail: If you choose to vote by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided.

      If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote at the special meeting, you must bring a letter from the broker, bank or other nominee confirming that you are the beneficial owner of the shares.

      You will have the power to revoke your proxy at any time before it is exercised by:

•  delivering prior to the special meeting a written notice of revocation addressed to Carol L. Mitchell, Executive Vice President, General Counsel and Secretary, TD Banknorth Inc., P.O. Box 9540, Two Portland Square, Portland, Maine 04112;

•  delivering to TD Banknorth prior to the special meeting a properly executed proxy with a later date;

•  voting on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted); or

•  attending the special meeting and voting in person.

Attendance at the TD Banknorth special meeting will not, in and of itself, constitute revocation of a proxy.

31

      If you provide specific voting instructions, your shares will be voted as instructed. If you hold shares in your name and sign and return a proxy card or vote by telephone or via the Internet without giving specific voting instructions, your shares will be voted “FOR” approval and adoption of the merger agreement and the transactions contemplated thereby.

      At this time, the TD Banknorth board of directors is unaware of any matters, other than approval and adoption of the merger agreement and the transactions contemplated thereby, that may be presented for action at the TD Banknorth special meeting. If other matters are properly presented, however, the persons named as proxies will vote in accordance with their judgment with respect to such matters.

Votes Required

      A quorum, consisting of the holders of a majority of the issued and outstanding shares of TD Banknorth common stock, must be present in person or by proxy before any action may be taken at the TD Banknorth special meeting. Abstentions will be treated as shares that are present for purposes of determining the presence of a quorum but will not be counted in the voting on a proposal.

      The affirmative vote of the holders of a majority of the outstanding shares of TD Banknorth common stock, voting in person or by proxy, is necessary to approve and adopt the merger agreement and the transactions contemplated thereby on behalf of TD Banknorth. The affirmative vote of a majority of the votes cast on the matter at the TD Banknorth special meeting is required to approve any other matter properly submitted to shareholders for their consideration at the special meeting.

      Any “broker non-votes” submitted by brokers or nominees in connection with the TD Banknorth special meeting will not be counted for purposes of determining the number of votes cast on a proposal but will be treated as present for quorum purposes. “Broker non-votes” are shares held by brokers or nominees as to which voting instructions have not been received from the beneficial owners or the persons entitled to vote those shares and the broker or nominee does not have discretionary voting power under rules applicable to broker-dealers. Under these rules, the proposal to approve and adopt the merger agreement is not an item on which brokerage firms may vote in their discretion on behalf of their clients if such clients have not furnished voting instructions within ten days of the special meeting. Because the proposal to approve the merger agreement is required to be approved by the holders of a majority of the outstanding shares of TD Banknorth common stock, abstentions and broker “non-votes” will have the same effect as a vote against the proposal to approve and adopt the merger agreement and the transactions contemplated thereby at the special meeting. And for the same reason, the failure of any TD Banknorth shareholder to vote by proxy or in person at the special meeting will have the effect of a vote against this proposal.

      The Toronto-Dominion Bank, in its capacity as the holder of a majority of the outstanding TD Banknorth common stock, has agreed to vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, thus ensuring its approval at the TD Banknorth special meeting.

      As of the close of business on the record date for the TD Banknorth special meeting, neither Hudson United nor, to the knowledge of Hudson United, any of its directors and executive officers, beneficially owned any shares of TD Banknorth common stock.

Solicitation of Proxies

      TD Banknorth will pay for the costs of mailing this document to its shareholders, as well as all other costs incurred by it in connection with the solicitation of proxies from its shareholders on behalf of its board of directors, except that TD Banknorth and Hudson United will share equally the cost of printing and mailing this document and the fee payable to the SEC in connection with the filing of the registration statement of which this document is a part. In addition to solicitation by mail, the directors, officers and employees of TD Banknorth and its subsidiaries may solicit proxies from shareholders of TD Banknorth in person or by telephone, telegram, facsimile or other electronic methods without compensation other than reimbursement for their actual expenses.

32

      Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and TD Banknorth will reimburse such custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in connection therewith.

Recommendations of the TD Banknorth Board of Directors

      The TD Banknorth board of directors has unanimously approved the merger agreement and the transactions contemplated by the merger agreement. Based on TD Banknorth’s reasons for the merger described in this document, including Lehman Brothers’ fairness opinions, the board of directors of TD Banknorth believes that the merger and related TD Banknorth stock sale are in the best interests of TD Banknorth’s shareholders, including its minority shareholders, and unanimously recommends that TD Banknorth shareholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby. See “The Merger and TD Banknorth Stock Sale — TD Banknorth’s Reasons for the Merger” beginning on page 41.

THE HUDSON UNITED SPECIAL MEETING

Date, Place and Time

      A special meeting of shareholders of Hudson United will be held at 10:00 a.m., local time, on Wednesday, January 11, 2006 at the Sheraton Crossroads Hotel, One International Boulevard, Mahwah, New Jersey 07495.

Matters to be Considered

      The purposes of the Hudson United special meeting are to consider and vote on a proposal to approve the merger agreement and to consider and vote on any other matters that may be properly submitted for a vote at the Hudson United special meeting. At this time, the Hudson United board of directors is unaware of any matters, other than approval of the merger agreement, that may be presented for action at the Hudson United special meeting.

Shares Outstanding and Entitled to Vote; Record Date

      The close of business on December 2, 2005 has been fixed by Hudson United as the record date for the determination of holders of Hudson United common stock entitled to notice of and to vote at the special meeting and any adjournment or postponement of the Hudson United special meeting. At the close of business on the record date, there were 44,472,421 shares of Hudson United common stock outstanding and entitled to vote. Each share of Hudson United common stock entitles the holder to one vote at the Hudson United special meeting on all matters properly presented at the meeting.

How to Vote Your Shares

      Shareholders of record may vote by telephone, via the Internet, by mail or by attending the Hudson United special meeting and voting in person.

•  Voting by Telephone: You can vote your shares by telephone by calling the toll-free telephone number on your proxy card. Telephone voting is available 24 hours a day. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. Our telephone voting procedures are designed to authenticate shareholders by using individual control numbers. If you vote by telephone, you do not need to return your proxy card.

•  Voting via the Internet: You can vote via the Internet by accessing the web site listed on your proxy card and following the instructions you will find on the web site. Internet voting is available 24 hours a day. As with telephone voting, you will be given the opportunity to confirm that your

33

	instructions have been properly recorded. If you vote via the Internet, you do not need to return your proxy card.
•	Voting by Mail: If you choose to vote by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided.

      If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote at the special meeting, you must bring a letter from the broker, bank or other nominee confirming that you are the beneficial owner of the shares.

      You will have the power to revoke your proxy at any time before it is exercised by:

•  delivering prior to the special meeting a written notice of revocation addressed to Miranda Grimm, Senior Vice President and Corporate Secretary, Hudson United Bancorp, 1000 MacArthur Boulevard, Mahwah, New Jersey 07430;

•  delivering to Hudson United prior to the special meeting a properly executed proxy with a later date;

•  voting on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted); or

•  attending the special meeting and voting in person.

Attendance at the Hudson United special meeting will not, in and of itself, constitute revocation of a proxy.

      If you provide specific voting instructions, your shares will be voted as instructed. If you hold shares in your name and sign and return a proxy card or vote by telephone or via the Internet without giving specific voting instructions, your shares will be voted “FOR” approval and adoption of the merger agreement.

      At this time, the Hudson United board of directors is unaware of any matters, other than approval of the merger agreement, that may be presented for action at the Hudson United special meeting. If other matters are properly presented, however, the persons named as proxies will vote in accordance with their judgment with respect to such matters.

Votes Required

      A quorum, consisting of the holders of a majority of the issued and outstanding shares of Hudson United common stock, must be present in person or by proxy before any action may be taken at the Hudson United special meeting. Abstentions will be treated as shares that are present for purposes of determining the presence of a quorum but will not be counted in the voting on a proposal.

      The affirmative vote of a majority of the votes cast by the holders of the outstanding shares of Hudson United common stock, voting in person or by proxy, at the Hudson United special meeting is necessary to approve the merger agreement on behalf of Hudson United and to approve any other matter properly submitted to shareholders for their consideration at the special meeting.

      Any “broker non-votes” submitted by brokers or nominees in connection with the Hudson United special meeting will not be counted for purposes of determining the number of votes cast on a proposal but will be treated as present for quorum purposes. “Broker non-votes” are shares held by brokers or nominees as to which voting instructions have not been received from the beneficial owners or the persons entitled to vote those shares and the broker or nominee does not have discretionary voting power under rules applicable to broker-dealers. Under these rules, the proposal to approve and adopt the merger agreement is not an item on which brokerage firms may vote in their discretion on behalf of their clients if such clients have not furnished voting instructions within ten days of the special meeting. Because the proposal to

34

approve the merger agreement is required to be approved by the holders of a majority of the votes cast, abstentions and broker “non-votes” will have no effect on the voting on the proposal to approve the merger agreement at the special meeting, assuming the presence of a quorum. And for the same reason, the failure of any Hudson United shareholder to vote by proxy or in person at the special meeting will have no effect on the voting of this proposal.

      The directors and executive officers of Hudson United and their respective affiliates beneficially owned 2,074,449 shares or 4.7% of the outstanding Hudson United common stock on October 31, 2005 (inclusive of shares subject to stock options exercisable within 60 days of that date). The directors of Hudson United, who beneficially owned 1,631,722 shares or 3.7% of the outstanding Hudson United common stock on that date (inclusive of shares subject to stock options exercisable within 60 days of that date), have entered into shareholder agreements with TD Banknorth pursuant to which they have agreed to vote all of their shares for approval of the merger agreement. See “Certain Beneficial Owners of Hudson United Common Stock” beginning on page 141 and “The Merger and TD Banknorth Stock Sale — Shareholder Agreements” on page 98.

      As of the close of business on the record date for the Hudson United special meeting, neither TD Banknorth nor, to the knowledge of TD Banknorth, any of its directors and executive officers, beneficially owned any shares of Hudson United common stock.

Solicitation of Proxies

      Hudson United will pay for the costs of mailing this document to its shareholders, as well as all other costs incurred by it in connection with the solicitation of proxies from its shareholders on behalf of its board of directors, except that TD Banknorth and Hudson United will share equally the cost of printing and mailing this document and the fee payable to the SEC in connection with the filing of the registration statement of which this document is a part. In addition to solicitation by mail, the directors, officers and employees of Hudson United and its subsidiaries may solicit proxies from shareholders of Hudson United in person or by telephone, telegram, facsimile or other electronic methods without compensation other than reimbursement for their actual expenses.

      Hudson United has retained Georgeson Shareholder Communications, Inc., a professional proxy solicitation firm, to assist with the solicitation of proxies. The fee payable to such firm in connection with the merger is $8,500, plus reimbursement for reasonable out-of-pocket expenses.

      Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and Hudson United will reimburse such custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in connection therewith.

Recommendations of the Hudson United Board of Directors

      The Hudson United board of directors has unanimously approved the merger agreement and the transactions contemplated by the merger agreement. Based on Hudson United’s reasons for the merger described in this document, including KBW’s fairness opinion, the board of directors of Hudson United believes that the merger is in the best interests of Hudson United’s shareholders and unanimously recommends that Hudson United shareholders vote “FOR” approval of the merger agreement. See “The Merger and TD Banknorth Stock Sale — Hudson United’s Reasons for the Merger” beginning on page 43.

35

THE MERGER AND TD BANKNORTH STOCK SALE

      The following information describes the material aspects of the merger agreement and the transactions contemplated thereby, including the merger and the TD Banknorth stock sale. The description does not purport to be complete and is qualified in its entirely by reference to the annexes to this document, including the merger agreement. We urge you to carefully read the annexes in their entirety.

Transaction Structure

      Subject to the terms and conditions of the merger agreement, and in accordance with Delaware and New Jersey law, Hudson United will merge with and into TD Banknorth. TD Banknorth will be the surviving corporation and will continue its corporate existence under the laws of the State of Delaware. Immediately thereafter, Hudson United Bank, a New Jersey bank and a wholly-owned subsidiary of Hudson United, will merge with and into TD Banknorth, NA, a national bank and a wholly-owned subsidiary of TD Banknorth. When the merger of Hudson United and TD Banknorth is completed, the separate corporate existence of Hudson United will terminate. TD Banknorth’s certificate of incorporation will be the certificate of incorporation of the combined company, and TD Banknorth’s bylaws will be the bylaws of the combined company. See “Comparison of Shareholder Rights” beginning on page 127.

The TD Banknorth Stock Sale

      In order for TD Banknorth to be able to offer a substantial cash component of the merger consideration to Hudson United shareholders and at the same time allow TD Banknorth to maintain its capital position for regulatory and rating agency purposes after the merger, TD Banknorth determined that it would be necessary to raise additional capital through the sale of TD Banknorth common stock. The sale of TD Banknorth common stock to The Toronto-Dominion Bank at a premium to the current market price reduced the number of shares of TD Banknorth common stock to be issued in the merger as compared to an all-stock transaction and made the transaction more financially attractive to TD Banknorth.

      Pursuant to The Toronto-Dominion Bank stockholders agreement, TD Banknorth was required to offer The Toronto-Dominion Bank the first opportunity to purchase shares of TD Banknorth common stock to be issued to fund the cash component of the merger consideration. The Toronto-Dominion Bank elected to purchase these shares when its board of directors approved the merger agreement, which sets forth the terms of the TD Banknorth stock sale negotiated by it and TD Banknorth as well as the terms of the merger, in order to prevent substantial dilution of its ownership interest in TD Banknorth and because it believed that shares of TD Banknorth were an attractive investment. If The Toronto-Dominion Bank had not elected to purchase these shares and the shares which are the subject of the TD Banknorth stock sale were sold by TD Banknorth to another party, The Toronto-Dominion Bank’s percentage ownership in TD Banknorth would have decreased to approximately 47% upon completion of the merger. As a result of The Toronto-Dominion Bank’s election to purchase shares of TD Banknorth common stock, TD Banknorth did not consider other equity or debt alternatives that may have been available to it to raise the funds necessary for it to pay the cash component of the merger consideration.

      Pursuant to the merger agreement, TD Banknorth agreed to sell, and The Toronto-Dominion Bank agreed to purchase, pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, 29,625,353 shares of TD Banknorth common stock at $31.79 per share on the closing date for the merger. The $31.79 per share purchase price was negotiated by The Toronto-Dominion Bank and TD Banknorth and represented a $1.83 or 6% premium to the $29.96 closing per share price of the TD Banknorth common stock on July 11, 2005, the last trading day before public announcement of the merger agreement. The $31.79 per share purchase price also exceeded the $29.75 price required to be paid by The Toronto-Dominion Bank pursuant to The Toronto-Dominion Bank stockholders agreement, which is based on the average of the per share closing prices of the TD Banknorth common stock on the New York Stock Exchange for the ten consecutive trading days immediately preceding the date on which

36

such issuance was approved by the board of directors of TD Banknorth. See “The Stockholders Agreement between The Toronto-Dominion Bank and TD Banknorth — The Toronto-Dominion Bank’s Right to Contribute Capital and to Purchase Securities; TD Banknorth’s Obligation to Repurchase Stock” on page 115.

      The purchase price in the TD Banknorth stock sale is equal to the weighted average price at which TD Banknorth repurchased 15.3 million shares of its common stock in the open market during the first quarter of 2005. This repurchase program was authorized by TD Banknorth’s board of directors in February 2005 in conjunction with a balance sheet deleveraging strategy in order to increase TD Banknorth’s earnings per share and because it was deemed to be a profitable use of its capital. TD Banknorth customarily repurchases shares of its common stock to fund shares issuable upon the exercise of stock options, but had been unable, because of legal restrictions relating to the timing of repurchases during certain pending merger transactions, to repurchase shares of its common stock during the preceding six months because of the pending transaction between The Toronto-Dominion Bank and TD Banknorth, during which period outstanding options to purchase 9.0 million shares of TD Banknorth were exercised by TD Banknorth employees. This repurchase program was not implemented by TD Banknorth in connection with a planned acquisition of Hudson United or any other company.

      As a result of the TD Banknorth stock sale, TD Banknorth will receive $941.8 million, which is the fixed amount of aggregate cash merger consideration under the merger agreement. Based on the issuance of approximately 32.4 million shares of TD Banknorth common stock in the merger (subject to adjustment based on an increase in the number of fully-diluted shares of Hudson United common stock on the date of the merger agreement, as adjusted for outstanding Hudson United stock options based on the treasury method) and 29.6 million shares of TD Banknorth common stock in the TD Banknorth stock sale, TD Banknorth will issue an aggregate of approximately 62.0 million shares of its common stock pursuant to the merger and the TD Banknorth stock sale.

      Assuming the merger and the TD Banknorth stock sale were completed on September 30, 2005, The Toronto-Dominion Bank’s percentage ownership of TD Banknorth would decrease from 55.4% to 53.4% on a pro forma basis. Through TD Banknorth share repurchases or, subject to meeting regulatory requirements, open market purchases, The Toronto-Dominion Bank has indicated its intent to at least maintain its ownership percentage in TD Banknorth at the level prior to the acquisition of Hudson United or, as market conditions warrant, to potentially increase this ownership percentage.

Background of the Merger

      The board of directors and management of Hudson United have periodically evaluated and assessed the strategic options of Hudson United. Such review and assessments were conducted internally and, at various times, with the assistance of financial advisors to Hudson United.

      In 1999, Hudson United entered into a definitive merger agreement with Dime Bancorp, Inc., which was subsequently terminated after a third party made a hostile offer for Dime. Since the Dime merger agreement was terminated, Hudson United has on several occasions considered an acquisition of Hudson United as a means of enhancing shareholder value. In the summer of 2003, Hudson United engaged Morgan Stanley to evaluate an oral indication of interest from a potential acquiror. When that institution did not follow up after a reasonable period of time, Morgan Stanley identified and solicited those financial institutions which it believed would be interested in Hudson United’s franchise. Three financial institutions submitted initial indications of interest at various price levels and differing combinations of cash and stock, but none of these parties made an acquisition proposal after conducting due diligence on Hudson United in light of a minimum price conveyed by Morgan Stanley. In early 2004, Hudson United was approached by a potential acquiror which expressed a strong interest in acquiring the company and another institution which was interested in acquiring many of Hudson United’s branch offices but not the entire company, neither of which led to a firm offer. In the time period during which Hudson United was in discussions with TD Banknorth, as discussed below, Hudson United management, with board oversight, held meetings

37

with several potential acquirors at the request of such institutions, although none of the institutions conducted a due diligence review of Hudson United or made an acquisition offer.

      Kenneth T. Neilson, Hudson United’s Chairman, President and CEO, and William J. Ryan, TD Banknorth’s Chairman, President and CEO, have had a professional relationship for over a decade and from time to time have had conversations at various banking industry events.

      In November, 2004, James W. Nall, Hudson United’s Executive Vice President and Chief Financial Officer, and Peter J. Verrill, TD Banknorth’s Senior Executive Vice President and Chief Operating Officer, met over lunch. During the discussions, Messrs. Nall and Verrill spoke in general terms about the similar characteristics and business strategies of Hudson United and TD Banknorth and a possible merger between them.

      On March 2, 2005, Messrs. Neilson and Ryan met at a KBW-sponsored conference in Boston and discussed how a combined institution might benefit the shareholders of Hudson United and TD Banknorth. Subsequent to this meeting between Messrs. Neilson and Ryan, Hudson United and KBW, which had previously served as a financial advisor to Hudson United in connection with acquisition matters, began evaluating a potential merger between Hudson United and TD Banknorth. Hudson United decided to use KBW as its financial advisor in connection with any such transaction with knowledge of KBW’s historical and existing financial advisory relationships with TD Banknorth.

      During March, April and May 2005, Messrs. Nall and Verrill had several non-price related discussions relating to a possible merger of Hudson United and TD Banknorth. TD Banknorth proceeded with the discussions with Hudson United slowly during most of this period, however, because in early April 2005 TD Banknorth became aware of an issue regarding the proper method for it to account for The Toronto-Dominion Bank’s acquisition of a majority interest in TD Banknorth effective March 1, 2005, which was not finally resolved until May 16, 2005, as well as because during this period TD Banknorth was engaged in discussions regarding the acquisition of another bank holding company and preparing for and holding its annual meeting of stockholders on May 24, 2005.

      The board of directors of Hudson United was advised by Mr. Neilson of the discussions with TD Banknorth at the time they were occurring, as well as the meetings which management was having with several potential acquirors during the early part of 2005.

      On April 18, 2005 Hudson United and TD Banknorth executed a confidentiality agreement with regard to the sharing of information between the two parties in connection with a possible transaction.

      At a meeting of the Hudson United board of directors on April 27, 2005, Mr. Neilson brought the board up to date on TD Banknorth’s possible interest in acquiring Hudson United and the execution of a confidentiality agreement. The board authorized Mr. Neilson to continue to explore a possible combination with TD Banknorth.

      On April 28, 2005, TD Banknorth submitted a due diligence request to Hudson United, and thereafter Messrs Nall and Verrill discussed this request.

      On June 3, 2005, TD Banknorth made an oral offer to acquire Hudson United in a merger transaction in which shareholders would receive $43.00 per share for each share of outstanding Hudson United common stock held by them immediately prior to completion of the merger. TD Banknorth offered cash rather than TD Banknorth common stock as merger consideration because it was more favorable to TD Banknorth’s earnings per share on a pro forma basis than a stock transaction or a combination stock/cash transaction. The offer did not specify any other terms and was subject to a due diligence examination of Hudson United and the negotiation and execution of a definitive agreement between the parties.

      On June 6, 2005, Hudson United’s board of directors met via conference call and Mr. Neilson provided the board with an update on the possible transaction with TD Banknorth, including specific details of the informal, all-cash offer. KBW provided its financial analysis of the offer, and legal counsel advised the board about its fiduciary obligations and its confidentiality obligations. The board expressed its

38

preference for a higher value and that the consideration consist of both cash and stock because a stock component generally would not be taxable and because it believed that the TD Banknorth common stock would give Hudson United shareholders the opportunity to participate in any future appreciation in the TD Banknorth common stock. At the end of the meeting, KBW was instructed to negotiate a transaction with a higher price, consisting of part cash and part stock.

      On June 6, 2005, KBW and Hudson United entered into an engagement letter pursuant to which KBW was formally retained to act as financial advisor to Hudson United in connection with a potential merger between Hudson United and TD Banknorth.

      At the request of Hudson United, during the following week TD Banknorth orally modified its proposal to acquire the outstanding shares of Hudson United common stock for $43.00 per share (based on the TD Banknorth stock price at the time) to provide that approximately 51% of the merger consideration would be paid in shares of TD Banknorth common stock and approximately 49% of the merger consideration would be paid in cash, with the cash component to be funded through TD Banknorth’s sale of TD Banknorth common stock to The Toronto-Dominion Bank. The offer did not specify any other terms and was subject to a due diligence examination of Hudson United and execution of a definitive agreement between the parties.

      Hudson United’s board met again on June 21, 2005 with representatives of KBW and legal counsel present. Legal counsel advised the board regarding the board’s fiduciary duties in connection with the possible transaction and the confidentiality of merger discussions. KBW representatives and Mr. Neilson outlined for the board the latest proposal from TD Banknorth and KBW analyzed the proposal in detail, including analyses of comparable transactions. KBW addressed the proposed value to be offered for each share of Hudson United common stock, the methodology of its calculation and the cash/stock split, as well as TD Banknorth’s dividend rate, anticipated cost savings and restructuring charge. Representatives from KBW answered questions from the board regarding specific details of the offer. The board authorized KBW to continue negotiations, including negotiations as to how the value of cash consideration would compare to the value of the stock consideration. The board also directed KBW to attempt to obtain a higher price per share. Although the Hudson United board had been aware of KBW’s recent representation of TD Banknorth, at this time representatives of KBW disclosed in more detail to the Hudson United board its prior relationships with TD Banknorth dating back to 1989. KBW representatives noted that many of these engagements were in connection with merger transactions in which KBW represented a company being acquired by TD Banknorth. Based on these disclosures and Hudson United’s prior history with KBW, the board did not believe that the advisory services provided by KBW to Hudson United were adversely affected in any way as a result of this relationship.

      During July 5 to July 8, 2005, a team of TD Banknorth employees, as well as certain employees of The Toronto-Dominion Bank and its affiliates and TD Banknorth’s and The Toronto-Dominion Bank’s respective financial advisors, performed a due diligence review of Hudson United. During this period, Hudson United and its financial and legal advisors also conducted a due diligence review of TD Banknorth.

      Hudson United’s board again met on Friday, July 8, 2005. Legal counsel again advised the board of its fiduciary duties and its confidentiality obligations. Legal counsel also summarized the draft merger agreement for the board and answered questions from the board about the transaction documents. Representatives of KBW explained to the board the mechanics of the exchange ratio and other details regarding the consideration to be paid by TD Banknorth. The results of the due diligence review of TD Banknorth conducted by Hudson United were described for the board. The board authorized Mr. Neilson to proceed with additional negotiations, including with regard to a possible increase in the purchase price, the procedures for allocating cash and stock elections and a reduction of the proposed $67 million termination fee included in the draft merger agreement, and to finalize the merger agreement.

      Hudson United’s board met again on July 11, 2005 to consider the transaction. Hudson United’s financial and legal advisors were present to review, discuss and answer questions relating to the terms of the proposed merger transaction. KBW presented its updated financial analysis of the proposed merger.

39

Legal counsel updated Hudson United’s board on the status of negotiations and related matters, including a review of the key provisions of the merger agreement, and again reviewed with the directors their fiduciary duties and responsibilities in a transaction of this type. Again, the directors engaged in a discussion with the financial and legal advisors and senior management about the transaction. At this time, KBW orally expressed its opinion that the consideration paid to Hudson United’s shareholders under the draft merger agreement was fair to shareholders of Hudson United from a financial point of view. Following the discussion, Hudson United’s board expressed its views that based upon its own experiences with multiple potential partners and KBW’s fairness review and opinion, the proposed merger represented the best value reasonably available to shareholders, taking into account both the likelihood of obtaining a higher price from another acquirer and Hudson United’s prospects as an independent entity, TD Banknorth also was deemed to be preferable to other potential acquirers from an employee, customer and vendor point of view, especially in that there were very few market overlaps and Hudson United’s market area represented attractive growth opportunities for TD Banknorth. The board also considered its fiduciary responsibilities to shareholders and determined that the negotiated break-up fee of $60 million, or 3.1% of the transaction value, would not preclude other interested parties from submitting offers to acquire Hudson United after execution of a merger agreement with TD Banknorth. Thereafter, the board unanimously approved the merger of Hudson United and TD Banknorth and the merger agreement, and voted to recommend approval of the merger agreement to Hudson United’s shareholders. For additional information, see “— Hudson United’s Reasons for the Merger” beginning on page 43.

      Immediately prior to approving the merger agreement, the board adopted (i) an enhanced employee and officer severance plan recommended by TD Banknorth to enhance the ability of Hudson United to retain employees prior to completion of the merger and the ability of TD Banknorth to retain former Hudson United employees thereafter, (ii) restricted stock grants for Messrs. Neilson, Nelson and Shara and (iii) a director severance plan. See “— Financial Interests of Executive Officers and Directors of Hudson United in the Merger” beginning on page 84. The board adopted the enhanced employee and officer severance plan after concluding that such plan may enable Hudson United to retain employees who might otherwise resign following the announcement of the merger. The incremental cost of the enhanced benefits is estimated to be approximately $8.2 million in the aggregate. The Hudson United board had discussed the possibility of adopting the restricted stock grants and the director severance plan prior to any negotiations with TD Banknorth, and both were disclosed to TD Banknorth after the parties had agreed on the consideration to be paid to Hudson United shareholders. The aggregate value of the restricted stock grants totaled $2.5 million, based on an assumed transaction value of $42.78 per share, and the aggregate cost of the benefits under the directors severance plan are estimated to be approximately $1.3 million. The Hudson United board had previously maintained informal arrangements under which former directors were paid for advisory services to board committees for three years after their retirement and thereafter for an additional three years without the provision of such services. At the time it adopted the director severance plan, the board also agreed to pay out amounts under existing consulting arrangements with prior directors.

      At meetings held on June 14, 2005 and July 11, 2005, the board of directors of TD Banknorth considered a potential acquisition of Hudson United. Lehman Brothers presented its analysis of the merger and the TD Banknorth stock sale at the meeting on June 14, 2005 and again commented on these transactions at the meeting on July 11, 2005, at which it orally delivered the opinions described under “— Opinions of TD Banknorth’s Financial Advisor.” In-house counsel, and at the meeting held on July 11, 2005, Elias Matz Tiernan & Herrick L.L.P., outside counsel to TD Banknorth, also discussed certain aspects of the acquisition and related matters. At the meeting held on July 11, 2005, the board of directors of TD Banknorth unanimously approved the merger agreement and the transactions contemplated thereby. For additional information, see “— TD Banknorth’s Reasons for the Merger” beginning on page 41.

      The Toronto-Dominion Bank assisted TD Banknorth in evaluating a potential acquisition of Hudson United and participated in certain of the due diligence review of Hudson United conducted by TD Banknorth, but did not participate in the negotiations between Hudson United and TD Banknorth. Pursuant to The Toronto-Dominion Bank stockholders agreement between TD Banknorth and The

40

Toronto-Dominion Bank, TD Banknorth was required to offer The Toronto-Dominion Bank the first opportunity to purchase shares of TD Banknorth common stock to be issued to fund the cash component of the merger consideration. The Toronto-Dominion Bank accepted this offer when it approved the merger agreement, which sets forth the terms of the TD Banknorth stock sale as well as the merger, in order to prevent substantial dilution of its ownership interest in TD Banknorth and because it believed that shares of TD Banknorth were an attractive investment. As a result of The Toronto-Dominion Bank’s election to purchase shares of TD Banknorth common stock, TD Banknorth did not consider other equity or debt alternatives that may have been available to it to raise the funds necessary for it to pay the cash component of the merger consideration.

      At meetings held on May 26, 2005, June 17, 2005, June 28, 2005 and July 11, 2005, the board of directors of The Toronto-Dominion Bank discussed a potential acquisition of Hudson United by TD Banknorth. At the meeting held on July 11, 2005, the board of directors of The Toronto-Dominion Bank unanimously approved the merger agreement and the transactions contemplated thereby. In deciding to approve the merger agreement, the board of directors of The Toronto-Dominion Bank noted, among other things, that the proposed transaction furthered The Toronto-Dominion Bank’s strategy to support the growth of TD Banknorth in the United States and that it was estimated that the transaction would be accretive to The Toronto-Dominion Bank’s net income on a reported basis by $0.01 and $0.11 in the fiscal years ended October 31, 2006 and 2007, respectively, and to The Toronto-Dominion Bank’s net income before amortization of intangible assets by $0.02 and $0.12 during these respective fiscal years.

      Following approval of the merger agreement by the boards of directors of Hudson United, TD Banknorth and The Toronto-Dominion Bank on July 11, 2005, the parties executed the merger agreement and certain related agreements on the evening of that day. The transaction was publicly announced early in the morning on July 12, 2005.

      Between the date of the merger agreement and the date of this joint proxy statement/ prospectus, neither Hudson United nor its representatives have been contacted by any party other than TD Banknorth with respect to a potential acquisition of Hudson United.

TD Banknorth’s Reasons for the Merger

      The TD Banknorth board of directors has determined that the merger and the TD Banknorth stock sale are advisable and in the best interests of TD Banknorth and its shareholders, including its minority shareholders. Accordingly, the TD Banknorth board has approved the merger agreement and recommends that TD Banknorth’s shareholders approve and adopt the merger agreement and the transactions contemplated thereby.

      In reaching its decision to approve the merger agreement and recommend its approval and adoption by TD Banknorth’s shareholders, the TD Banknorth board consulted with TD Banknorth’s management, as well as TD Banknorth’s legal and financial advisors, and considered a number of factors, which are discussed below.

Financial Considerations

•  The terms of the merger and the TD Banknorth stock sale. The TD Banknorth board considered the structure of the merger, the financial terms of the merger, including the merger consideration to be paid by TD Banknorth, the financial terms of the TD Banknorth stock sale and the other terms of the merger agreement;

•  Lehman Brothers opinions. The TD Banknorth board considered the financial analyses presented by Lehman Brothers, and the opinions delivered to the TD Banknorth board by Lehman Brothers to the effect that, as of July 11, 2005, and based upon and subject to the considerations set forth in the opinions, the merger consideration to be paid by TD Banknorth in the merger is fair to TD Banknorth and the price to be received by TD Banknorth for shares of its common stock to be sold to The Toronto-Dominion Bank pursuant to the TD Banknorth stock sale is fair to TD Banknorth,

41

	and accordingly to TD Banknorth’s shareholders other than The Toronto-Dominion Bank (see “— Opinions of TD Banknorth’s Financial Advisor” beginning on page 45);
•	Financial impact following the merger. The TD Banknorth board took into account management’s estimates, based on the assumptions described under “— Operations of TD Banknorth After the Merger,” that the acquisition of Hudson United will decrease TD Banknorth’s GAAP earnings per share by $0.01 in 2006 and increase its GAAP earnings per share by $0.06 in 2007, the first full year in which estimated cost savings will be realized; and
•	Tax-free nature of the merger. The TD Banknorth board considered the expected treatment of the merger as a “reorganization” for United States federal income tax purposes.

Strategic and Integration Considerations

•  Cost savings and revenue enhancements. The TD Banknorth board considered the presentations regarding the strategic advantages of combining with Hudson United, including, among other things, the opportunities that the merger could present for cost savings and revenue enhancements and various strategies by which TD Banknorth can grow and improve Hudson United’s franchise. As discussed under “— Operations of TD Banknorth After the Merger” beginning on page 99, fully-phased in cost savings are estimated to be approximately $60 million, pre tax, and revenue enhancements are estimated to amount to approximately $9.0 million on an after-tax basis in 2007;

•  Expansion of TD Banknorth’s market. The TD Banknorth board considered the market expansion opportunities presented by the merger as a result of the substantial strengthening and expansion of TD Banknorth’s markets in Connecticut and eastern New York and its entrance into new markets in New Jersey and Pennsylvania, as well as the potential for TD Banknorth’s further expansion in these markets and contiguous markets;

•  Attractive markets. The TD Banknorth board considered the fact that Hudson United’s markets generally are more affluent and have higher growth potential than many of TD Banknorth’s existing markets;

•  Complimentary businesses and markets. The TD Banknorth board considered the complimentary nature of Hudson United’s and TD Banknorth’s lending and other business activities and community banking strategies;

•  Ability to successfully enter new markets. The TD Banknorth board took into account that entrance into the new market areas of Hudson United involves strategies which are very similar to those used in TD Banknorth’s successful entries into Connecticut and Massachusetts;

•  Familiarity with competitors. The TD Banknorth board noted that TD Banknorth is familiar with many competitors in Hudson United’s markets and has successfully competed with them in other regions;

•  TD Banknorth’s ability to successfully integrate new institutions. The TD Banknorth board took into account TD Banknorth management’s successful track record in integrating acquired institutions;

•  Reliance on The Toronto-Dominion Bank’s expertise. The TD Banknorth board considered TD Banknorth’s ability to use The Toronto-Dominion Bank’s expertise in Hudson United’s credit card and specialty finance businesses; and

•  Continued involvement of Hudson United’s Chief Executive Officer. The TD Banknorth board considered the terms of the proposed consulting agreement between TD Banknorth and Kenneth T. Neilson, Chairman, President and Chief Executive Officer of Hudson United, and the fact that he would be providing post-closing advice to TD Banknorth regarding community relations and needs within Hudson United’s current market areas.

42

General Considerations

      In addition to the foregoing, the TD Banknorth board also considered the following factors:

•  its knowledge of TD Banknorth’s business, operations, financial condition, earnings and prospects;

•  its knowledge of Hudson United’s business, operations, financial condition, earnings and prospects, taking into account the results of TD Banknorth’s due diligence review of Hudson United;

•  its knowledge of the current environment in the financial services industry, including continued consolidation, evolving trends in technology, increasing competition and the effects of these factors on financial institutions such as TD Banknorth and Hudson United; and

•  current financial market conditions and the historical market prices of the TD Banknorth common stock and the Hudson United common stock.

Risks

•  The TD Banknorth board also considered various potential risks associated with the merger, including:

—  the risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to implement the merger;

—  the challenges of integrating Hudson United’s businesses, operations and workforce with those of TD Banknorth;

—  the risk of failing to successfully convert Hudson United’s systems into TD Banknorth’s systems;

—  the risks of not obtaining shareholder and regulatory approvals which are needed in order to complete the merger;

—  the risks associated with achieving anticipated cost savings, potential revenue enhancements and other potential financial benefits within expected time frames as well as with maintaining reorganization, integration and restructuring expense at anticipated levels; and

—  the risk of a decrease in the price of the TD Banknorth common stock following public announcement of the merger agreement as a result of dilution to existing shareholders.

      The foregoing discussion of the factors considered by the TD Banknorth board in evaluating the merger agreement is not intended to be exhaustive, but, rather, includes all material factors considered by the TD Banknorth board. In reaching its decision to approve the merger agreement, the merger, the TD Banknorth stock sale and the other transactions contemplated by the merger agreement, the TD Banknorth board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The TD Banknorth board considered all these factors as a whole, and overall considered them to be favorable to, and to support, its determination.

Hudson United’s Reasons for the Merger

      Hudson United’s board believes that the merger presents an opportunity to merge with a similar financial institution and create a combined company that will have significantly greater financial strength and earnings power than Hudson United would have on its own. The Hudson United board of directors has determined that the merger is advisable and in the best interests of Hudson United and its shareholders. Accordingly, the Hudson United board has approved the merger agreement and recommends that Hudson United’s shareholders approve the merger agreement.

      During the time Hudson United’s board of directors was negotiating the merger agreement, the board expressed its preference for consideration consisting of part cash/ part TD Banknorth common stock, although TD Banknorth had initially offered to pay all cash at a fixed price. A part cash/ part stock

43

transaction allows shareholders the opportunity to choose which form of consideration they wish to receive, which is particularly beneficial to those shareholders who do not wish to be taxed on the exchange. See “— Material United States Federal Income Tax Consequences of the Merger” on page 93. The Hudson United board also considered that Hudson United shareholders would have the opportunity, if they desired, to participate in any appreciation in the TD Banknorth common stock.

      In making its determination to accept TD Banknorth common stock, the Hudson United board, with the assistance of KBW and Hudson United management, thoroughly analyzed TD Banknorth, the historical performance of its stock, its current valuation and its possible future performance. TD Banknorth’s stock is widely followed by numerous analysts, and with the assistance of KBW, Hudson United’s board considered the analyst reports and consensus short-term and long-term earnings estimates for TD Banknorth. Representatives of KBW and Hudson United’s management conferred with management of TD Banknorth regarding these earnings estimates, including the assumptions and bases underlying them. In particular, Hudson United discussed with TD Banknorth the purchase accounting adjustments which were recorded in connection with The Toronto-Dominion Bank’s acquisition of a majority interest in TD Banknorth on March 1, 2005, and how these adjustments would affect TD Banknorth’s future financial performance. TD Banknorth did not provide written financial projections to Hudson United.

      In reaching its decision to approve the merger agreement and recommend its approval by Hudson United’s shareholders, the Hudson United board consulted with Hudson United’s management, as well as Hudson United’s legal and financial advisors, and considered a number of factors, including those discussed below.

Financial Considerations

•  Merger consideration to Hudson United shareholders. Hudson United’s board took into account the proposed merger consideration to be delivered to Hudson United shareholders. Hudson United’s board assessed the merger consideration in light of the following factors:

—  based upon extensive discussions with potential acquirors in recent years, the board believed that the consideration represented the best value reasonably available at this time and that the agreement allowed for a post-signing market check if another bidder came forward;

—  the price to be paid per share of Hudson United common stock in the transaction (based on the per share closing sale price of the TD Banknorth common stock price on July 8, 2005) represented a premium of 14% over the per share closing sale price of the Hudson United common stock on July 8, 2005 (the trading day immediately prior to the approval of the merger agreement by the Hudson United board);

—  the potential for TD Banknorth stock price appreciation;

—  the cash portion of the aggregate merger consideration, which would reduce the impact of fluctuations in the price of the TD Banknorth common stock prior to the closing;

—  the option of Hudson United shareholders, subject to certain limitations, to choose to receive cash, stock or a combination thereof;

—  the multiples, including price to book value, price to earnings and price to tangible book value, implied by TD Banknorth’s proposal compared favorably to those realized in comparable transactions; and

—  the tax-free nature of the transaction to Hudson United shareholders with respect to shares of TD Banknorth common stock they receive in exchange for their shares of Hudson United common stock.

44

•  Cash/ Stock election procedures. Hudson United’s board considered the election and allocation procedure that allows Hudson United shareholders to elect between cash and stock, subject to limitations.

•  Financial strength. Hudson United’s board considered the expected financial strength of the combined company following the merger, as well as the strength of The Toronto-Dominion Bank in its capacity as TD Banknorth’s majority shareholder. The Hudson United board also considered the ability of the combined company to realize cost savings and to take advantage of various business opportunities with greater financial resources.

•  Opportunity for increased appreciation if The Toronto-Dominion Bank acquires the outstanding shares of TD Banknorth common stock not held by it. The Hudson United board considered the possibility that The Toronto-Dominion Bank may in the future acquire the shares of TD Banknorth common stock not held by it, in which case the TD Banknorth common stock may be acquired at an appreciated price.

•  KBW opinion. Hudson United’s board evaluated the financial analyses and financial presentation of KBW as well as its oral opinion, which opinion was confirmed by delivery of a written opinion dated July 11, 2005, the date of the merger agreement, that, as of such date and based on and subject to the considerations set forth therein, the merger consideration was fair from a financial point of view to holders of Hudson United common stock. See “— Opinion of Hudson United’s Financial Advisor” beginning on page 58.

Strategic Considerations

•  Comparison of prospects of the merged entity and a stand-alone strategy. Hudson United’s board considered what it believed to be a number of strategic advantages of the merger in comparison to a stand-alone strategy.

•  Enhanced regional retail banking presence. Hudson United’s board noted that the merger would create a strong regional banking franchise by combining TD Banknorth’s strong banking presence in the Northeast with Hudson United’s strong retail banking and commercial lending operations in the Connecticut, New York, New Jersey and Philadelphia areas.

•  Attractive markets. Hudson United’s board noted the complementary nature of Hudson United’s and TD Banknorth’s geographic markets for consumer financial service products, which it believed to present a desirable strategic opportunity for geographic expansion and diversification.

Integration Considerations

•  Ability to integrate. Hudson United’s board noted the integration record of TD Banknorth and that it was unlikely that there would be customer and employee disruption from consolidations in the integration phase;

•  Similarity of business strategy, philosophy and culture. Hudson United’s board noted that Hudson United and TD Banknorth share a similar commitment to their shareholders, customers, employees and the communities they serve and are both focused on maintaining strong profitability with high asset quality, which Hudson United’s board believed would facilitate the process of integration of these two organizations.

Other Strategic Alternatives

•  Continued independence. Hudson United’s board considered the substantial consolidation that is occurring among depository institutions, the high level of competition in banking, and financial services generally, and the increasing importance of scale in the industry. Hudson United’s board further considered the risks and potential problems involved in pursuing a stand-alone growth

45

	strategy and the fact that a number of Hudson United’s major competitors have substantially greater market share in Hudson United’s market areas.
•	Lack of alternatives. Hudson United’s board noted that based on its own experience and the advice of KBW, it was unlikely that a third party would make a bid for Hudson United at a price which was higher than that offered by TD Banknorth.
•	Alternative strategic transactions. Hudson United’s board also noted that, while the merger agreement prohibits Hudson United from seeking alternative transactions, it permits Hudson United to consider and react appropriately to alternative combination proposals made on an unsolicited basis and that the termination fee should not deter such a bidder.

General Considerations

      In addition to the foregoing, Hudson United’s board also considered the following factors:

•  Hudson United’s knowledge of TD Banknorth’s business, operations, financial condition, earnings, asset quality and prospects;

•  Hudson United’s board’s review of the reports of management and outside advisors concerning the operations, financial condition and prospects of TD Banknorth.

•  Hudson United’s board’s review with its legal advisors of the provisions of the merger agreement. Some of the features of the merger agreement that Hudson United’s board considered are:

—  the formula by which the merger consideration will be adjusted based on the stock price of the TD Banknorth common stock during a specified measurement period prior to the closing of the transaction;

—  the ability of Hudson United’s board to comply with its fiduciary duties if Hudson United receives an unsolicited superior acquisition proposal; and

—  TD Banknorth’s agreement to add two current directors of Hudson United to the board of directors of TD Banknorth upon completion of the merger.

•  Hudson United’s board also considered potentially adverse factors in connection with the merger, including the following:

—  the challenges of integrating the businesses and operations of two large financial institutions;

—  the possibility that anticipated transaction synergies, including anticipated cost savings, revenue enhancements and growth prospects, would not be achieved or would be achieved later than planned;

—  the requirement to pay TD Banknorth a termination fee of up to $60 million in certain circumstances (see “— Termination Fee and Expenses” beginning on page 97);

—  the possibility that TD Banknorth’s stock price falls, which, notwithstanding the cash component and the methodology for adjusting the merger consideration, would result in a decline in the value of the merger consideration to be received by Hudson United shareholders;

—  the risks associated with possible delays in obtaining necessary regulatory and shareholder approvals and the terms of such regulatory approvals in light of regulatory enforcement actions against Hudson United;

—  the possibility that merger integration would occupy more of management’s time and attention than anticipated and therefore impact other strategic and business priorities, along with the possibility that the merger may not be consummated; and

—  the fact that the combined company will be controlled by The Toronto-Dominion Bank.

46

      Hudson United’s board realizes that there can be no assurance about future results, including results expected or considered in the factors listed above. However, the board concluded that the potential positive factors outweighed the potential risks of consummating the merger.

      The foregoing discussion of the factors considered by the Hudson United board in evaluating the merger agreement is not intended to be exhaustive, but, rather, includes all material factors considered by the Hudson United board. In reaching its decision to approve the merger agreement and the merger, the Hudson United board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Hudson United board considered all these factors as a whole, and overall considered them to be favorable to, and to support, its determination.

Opinions of TD Banknorth’s Financial Advisor

      TD Banknorth engaged Lehman Brothers to act as its financial advisor and render its opinions to TD Banknorth’s board of directors with respect to the fairness, from a financial point of view, (i) to TD Banknorth of the consideration to be paid by TD Banknorth in the merger with Hudson United and (ii) to TD Banknorth, and accordingly to TD Banknorth’s shareholders other than The Toronto-Dominion Bank, of the purchase price to be received by TD Banknorth in connection with the sale of its common stock to The Toronto-Dominion Bank in order to provide TD Banknorth the funds necessary to pay the cash component of the merger consideration. On July 11, 2005, Lehman Brothers rendered its opinions to TD Banknorth’s board of directors that as of that date, and based upon and subject to certain matters stated in those opinions, from a financial point of view, (i) the consideration to be paid by TD Banknorth in the merger with Hudson United was fair to TD Banknorth and (ii) the purchase price to be received by TD Banknorth in connection with the sale of its common stock to The Toronto-Dominion Bank in order to provide TD Banknorth the funds necessary to pay the cash component of the merger consideration was fair to TD Banknorth, and accordingly to TD Banknorth’s shareholders other than The Toronto-Dominion Bank.

      As discussed under “Risk Factors” on page 27, the Lehman Brothers opinions speak only as of their date and do not reflect changes that may occur or may have occurred after July 11, 2005. Accordingly, the July 11, 2005 opinions may not accurately address, from a financial point of view, the fairness to TD Banknorth of the merger consideration to be paid by TD Banknorth or the fairness of the purchase price to be received by TD Banknorth in the TD Banknorth stock sale to TD Banknorth, and accordingly to TD Banknorth’s shareholders other than The Toronto-Dominion Bank, at the time these transactions are completed.

      TD Banknorth and Lehman Brothers have entered into an agreement relating to the services to be provided by Lehman Brothers in connection with the merger and the TD Banknorth stock sale. TD Banknorth agreed to pay Lehman Brothers a cash fee of $2.0 million upon the delivery of its fairness opinions in connection with the merger and the TD Banknorth stock sale and a cash fee of $4.0 million upon the closing of the merger. Under the terms of the Lehman Brothers engagement agreement, TD Banknorth also agreed to indemnify Lehman Brothers and its affiliates against certain liabilities, including liabilities under federal securities laws.

      During the period January 1, 2002 to the date of this document, TD Banknorth paid Lehman Brothers $4.1 million in fees for services rendered to TD Banknorth, which are in addition to the fees relating to the proposed transactions described above, The Toronto-Dominion Bank paid Lehman Brothers $233,000 in fees for services provided to The Toronto-Dominion Bank and Hudson United paid Lehman Brothers $767,000 in fees for services provided to Hudson United.

      The full text of the Lehman Brothers opinions, each dated July 11, 2005, are attached as Annex II to this joint proxy statement/ prospectus and have been included herein with the consent of Lehman Brothers. Holders of TD Banknorth common stock are encouraged to read Lehman Brothers’ opinions carefully in their entirety for a discussion of the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Lehman Brothers in connection with the

47

rendering of those opinions. The following are summaries of Lehman Brothers’ opinions and the methodologies that Lehman Brothers used to render its opinions. These summaries are qualified in their entirety by reference to the full text of the opinions.

The Lehman Brothers Opinion with Respect to the Consideration to be Paid by TD Banknorth in the Merger with Hudson United

      The Lehman Brothers opinion was provided for the use and benefit of TD Banknorth’s board of directors in connection with its evaluation of the consideration to be paid by TD Banknorth in the merger. The Lehman Brothers opinion does not address any other aspect of the merger and is not intended to be and does not constitute a recommendation to any shareholder of TD Banknorth as to how such shareholder should vote with respect to the merger agreement. Lehman Brothers was not requested to opine as to, and the Lehman Brothers opinion does not in any manner address, TD Banknorth’s underlying business decision to proceed with or effect the merger.

      In arriving at its opinion, Lehman Brothers reviewed and analyzed:

•  the merger agreement and the specific terms of the proposed transaction;

•  publicly available information concerning TD Banknorth that Lehman Brothers believed to be relevant to its analysis, including TD Banknorth’s annual report on Form 10-K for the fiscal year ended December 31, 2004 and quarterly report on Form 10-Q for the quarter ended March 31, 2005;

•  publicly available information concerning Hudson United that Lehman Brothers believed to be relevant to its analysis, including Hudson United’s annual report on Form 10-K for the fiscal year ended December 31, 2004 and quarterly report on Form 10-Q for the quarter ended March 31, 2005;

•  financial and operating information with respect to the business, operations and prospects of Hudson United furnished to Lehman Brothers by Hudson United, including financial projections for Hudson United prepared by management of Hudson United (the “Hudson United Projections”) and earnings estimates for Hudson United prepared by management of TD Banknorth (“TD Banknorth Hudson United Estimates”);

•  independent research analysts’ estimates of the future financial performance of Hudson United published by First Call and Institutional Brokers Estimate System (“Hudson United Research Estimates”);

•  financial and operating information with respect to the business, operations and prospects of TD Banknorth furnished to Lehman Brothers by TD Banknorth, including, in particular, the amounts of certain cost savings and operating synergies expected by the management of TD Banknorth to result from the proposed transaction (the “Expected Synergies”);

•  independent research analysts’ estimates of the future financial performance of TD Banknorth published by First Call and Institutional Brokers Estimate System (“TD Banknorth Research Estimates”);

•  a trading history of the Hudson United common stock from July 3, 2000 to July 8, 2005 and a comparison of that trading history with those of other companies that Lehman Brothers deemed relevant;

•  a trading history of the TD Banknorth common stock from July 3, 2000 to July 8, 2005 and a comparison of that trading history with those of other companies that Lehman Brothers deemed relevant;

•  a comparison of the historical financial results and present financial condition of Hudson United with those of other companies that Lehman Brothers deemed relevant;

48

•  a comparison of the historical financial results and present financial condition of TD Banknorth with those of other companies that Lehman Brothers deemed relevant;

•  the potential pro forma impact on TD Banknorth of the proposed transaction, including the Expected Synergies and the anticipated restructuring charges and integration costs in connection therewith as furnished to Lehman Brothers by TD Banknorth (the “Restructuring Charges”); and

•  a comparison of the financial terms of the proposed transaction with the financial terms of certain other recent transactions that Lehman Brothers deemed relevant.

In addition, Lehman Brothers had discussions with the managements of TD Banknorth and Hudson United concerning their respective businesses, operations, assets, financial condition and prospects and undertook such other studies, analyses and investigations as Lehman Brothers deemed appropriate.

      In arriving at its opinion, Lehman Brothers assumed and relied upon the accuracy and completeness of the financial and other information used by it without assuming any responsibility for independent verification of such information and further relied upon the assurances of management of TD Banknorth and Hudson United that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Hudson United Projections, upon advice of Hudson United, Lehman Brothers assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Hudson United’s management as to the future performance of Hudson United. However, following discussions with the management of TD Banknorth and upon the advice of TD Banknorth, Lehman Brothers assumed that the TD Banknorth Hudson United Estimates are a more reasonable basis upon which to evaluate the future financial performance of Hudson United and that Hudson United will perform substantially in accordance with such estimates. Accordingly, Lehman Brothers used the more conservative TD Banknorth Hudson United Estimates in performing its analysis. Lehman Brothers was not provided with financial projections of TD Banknorth prepared by management of TD Banknorth. Accordingly, upon advice of TD Banknorth, Lehman Brothers assumed that TD Banknorth Research Estimates were a reasonable basis upon which to evaluate the future financial performance of TD Banknorth and that TD Banknorth will perform substantially in accordance with such estimates. Upon advice of TD Banknorth, Lehman Brothers also assumed that the amounts and timing of the Expected Synergies and the Restructuring Charges are reasonable and that the Expected Synergies will be realized substantially in accordance with TD Banknorth’s expectations.

      In arriving at its opinion, Lehman Brothers did not conduct a physical inspection of the properties and facilities of TD Banknorth or Hudson United and did not make or obtain any evaluations or appraisals of the assets or liabilities of TD Banknorth or Hudson United. In addition, Lehman Brothers is not an expert in the evaluation of loan portfolios or allowances for loan losses and, upon advice of TD Banknorth and Hudson United, it assumed that the respective current allowances for loan losses of TD Banknorth and Hudson United will be, in each case, in the aggregate adequate to cover all such losses. The Lehman Brothers opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, the date of the Lehman Brothers opinion.

The Lehman Brothers Opinion with Respect to the Purchase Price to be Received by TD Banknorth in Connection with the Sale of its Common Stock to The Toronto-Dominion Bank

      The Lehman Brothers opinion was provided for the use and benefit of TD Banknorth’s board of directors in connection with its evaluation of the purchase price to be received by TD Banknorth in connection with the sale of its common stock to The Toronto-Dominion Bank in order to provide TD Banknorth the funds necessary to pay the cash component of the merger consideration. The Lehman Brothers opinion does not address any other aspect of this transaction or the merger and is not intended to be and does not constitute a recommendation to any shareholder of TD Banknorth as to how such shareholder should vote with respect to the merger agreement.

49

      In arriving at its opinion, Lehman Brothers reviewed and analyzed:

•  the merger agreement and the specific terms of the proposed transaction;

•  publicly available information concerning TD Banknorth that Lehman Brothers believed to be relevant to its analysis, including TD Banknorth’s annual report on Form 10-K for the fiscal year ended December 31, 2004 and quarterly report on Form 10-Q for the quarter ended March 31, 2005;

•  financial and operating information with respect to the business, operations and prospects of TD Banknorth furnished to Lehman Brothers by TD Banknorth;

•  the TD Banknorth Research Estimates;

•  the amended and restated stockholders agreement between TD Banknorth and The Toronto-Dominion Bank, dated as of August 25, 2004;

•  a trading history of the TD Banknorth common stock from July 3, 2000 to July 8, 2005 and a comparison of that trading history with those of other companies that Lehman Brothers deemed relevant;

•  a comparison of the historical financial results and present financial condition of TD Banknorth with those of other companies that Lehman Brothers deemed relevant;

•  the potential pro forma impact of the proposed transaction on the current financial condition and future financial performance of TD Banknorth; and

•  the potential alternatives available to TD Banknorth to issue equity in the public markets in order to fund the cash component of the merger consideration.

In addition, Lehman Brothers had discussions with the management of TD Banknorth concerning its business, operations, assets, financial condition and prospects and undertook such other studies, analyses and investigations as Lehman Brothers deemed appropriate.

      In arriving at its opinion, Lehman Brothers assumed and relied upon the accuracy and completeness of the financial and other information used by it without assuming any responsibility for independent verification of such information and further relied upon the assurances of management of TD Banknorth that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. Lehman Brothers was not provided with financial projections of TD Banknorth prepared by management of TD Banknorth. Accordingly, upon advice of TD Banknorth, Lehman Brothers assumed that TD Banknorth Research Estimates are a reasonable basis upon which to evaluate the future financial performance of TD Banknorth and that TD Banknorth will perform substantially in accordance with such estimates.

      In arriving at its opinion, Lehman Brothers did not conduct a physical inspection of the properties and facilities of TD Banknorth and did not make or obtain any evaluations or appraisals of the assets or liabilities of TD Banknorth. In addition, Lehman Brothers is not an expert in the evaluation of loan portfolios or allowances for loan losses and, upon advice of TD Banknorth, it assumed that the current allowances for loan losses of TD Banknorth will be in the aggregate adequate to cover all such losses. The Lehman Brothers opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, the date of the Lehman Brothers opinion.

The Financial Analyses of TD Banknorth’s Financial Advisor

      At TD Banknorth’s board of directors meeting held on July 11, 2005, Lehman Brothers made a presentation of certain financial analyses of the proposed merger to the TD Banknorth board of directors.

      The following is a summary of the material valuation, financial and comparative analyses in the presentation that was delivered to TD Banknorth’s board of directors by Lehman Brothers.

50

      Some of the summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses performed by Lehman Brothers, the tables must be read together with the accompanying text of each summary. The tables alone do not constitute a complete description of the financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Lehman Brothers.

      Summary of Proposed Transaction. Lehman Brothers noted that, according to the terms of the definitive agreement among TD Banknorth, Hudson United and, solely with respect to Article X thereof, The Toronto-Dominion Bank, Hudson United shareholders would have the right, subject to proration, to elect to receive cash and/or TD Banknorth common stock, in either case having a value equal to $21.07 plus the product of 0.7247 times the average closing price of the TD Banknorth common stock during a ten trading-day period ending on the fifth trading day prior to the closing date of the transaction. Based on the closing price of the TD Banknorth common stock on July 8, 2005, the deal was valued at approximately $1.9 billion in the aggregate or $42.49 per Hudson United share. At that date the aggregate merger consideration would have consisted of approximately 51% stock and 49% cash. The cash for the transaction will be financed through TD Banknorth’s sale of approximately 29.6 million shares of its common stock to The Toronto-Dominion Bank, its majority shareholder, at a price of $31.79 per share.

      Historical Share Price Analysis for Hudson United. Lehman Brothers reviewed the historical high and low intra-day trading prices of the Hudson United common stock for the 52 weeks ended July 8, 2005. The analysis indicated that the high and low intra-day trading prices of the Hudson United common stock for the 52 weeks ended July 8, 2005 were $41.74 and $31.31, respectively. The price of the Hudson United common stock as of July 8, 2005 was $37.19, which was 89.1% of the high intra-day trading price of the Hudson United common stock for the 52 weeks ended July 8, 2005 of $41.74.

      Comparable Companies Analysis for Hudson United. Lehman Brothers analyzed the public market statistics of certain comparable companies to those of Hudson United. In choosing comparable companies to analyze, Lehman Brothers selected a peer group of publicly-traded banks operating in the Northeast and Mid-Atlantic regions of the United States with assets between $6 billion and $65 billion. The selected comparable companies for Hudson United were:

•  North Fork Bancorporation, Inc.

•  M&T Bank Corporation

•  TD Banknorth Inc.

•  Commerce Bancorp, Inc.

•  Mercantile Bankshares Corporation

•  Fulton Financial Corporation

•  Valley National Bancorp

•  Webster Financial Corporation

•  Chittenden Corporation

•  Susquehanna Bancshares, Inc.

•  Provident Bankshares Corporation

•  First Commonwealth Financial Corporation

      Lehman Brothers selected the companies above because their business and operating profiles are similar to that of Hudson United. No comparable company identified above is identical to Hudson United. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect

51

public trading values of such comparable companies; mathematical analysis (such as determining the mean) is not by itself a meaningful method of using selected company data.

      Lehman Brothers evaluated the common stock prices for the selected companies as multiples of forward estimated GAAP earnings per share, commonly referred to as EPS, per median First Call estimates, for the years 2005 and 2006, and as a multiple of tangible book value per share as of March 31, 2005. Lehman Brothers also evaluated the core deposit premium for the selected companies, with “core deposit premium” defined as market capitalization less tangible book value divided by core deposits, and “core deposits” defined as total deposits less all certificates of deposit over $100,000. The definition of core deposits is consistent with the definition of this term by SNL Financial, a recognized data service that compiles data for financial institutions. Lehman Brothers then applied the mean multiples and core deposit premium of the selected companies, both unadjusted and upwardly adjusted by 20% to reflect a control premium, to corresponding financial data for Hudson United, including both Hudson United Research Estimates and TD Banknorth Hudson United Estimates, in order to derive implied per share values for Hudson United. All multiples and core deposit premiums were based on closing stock prices on July 8, 2005. The results of this analysis were as follows:

					Implied Hudson United Value Per Share
					Hudson United Research				TD Banknorth Hudson
					Estimates				United Estimates
		Mean of
		Selected					20% Control				20% Control
		Companies			Unadjusted		Premium		Unadjusted		Premium
Price as a Multiple of:
	2005 Estimated EPS		15.3	x	$	41.20	$	49.44	$	38.91	$	46.70
	2006 Estimated EPS		13.9	x		40.34		48.40		38.26		45.91
	Tangible Book Value per Share		3.39	x		32.20		38.64		32.20		38.64
Core Deposit Premium			23.3	%		36.78		44.14		36.78		44.14

      Comparable Transactions Analysis for Hudson United. Lehman Brothers reviewed publicly available information for 13 transactions involving, as acquired institutions, all publicly-traded banks and thrifts, announced from January 1, 2003 to July 11, 2005 with transaction values between $1 billion and $10 billion. Merger of equals transactions were excluded from the analysis. In these transactions, neither party is generally characterized as an “acquiror” or an “acquired company,” and consequently these transactions generally do not involve the payment of a substantial premium to the shareholders of either participating institution and are thus not comparable to transactions such as the merger. The selected transactions considered by Lehman Brothers included (in each case, the first named company was the acquirer and the second named company was the acquired company in the transaction):

•  Zions Bancorporation/ Amegy Bancorporation, Inc.

•  BNP Paribas Group/ Commercial Federal Corporation

•  Capital One Financial Corporation/ Hibernia Corporation

•  TD Bank Financial Group/ Banknorth Group, Inc.

•  Fifth Third Bancorp/ First National Bankshares of Florida, Inc.

•  SunTrust Banks, Inc./ National Commerce Financial Corporation

•  BNP Paribas Group/ Community First Bankshares, Inc.

•  National City Corporation/ Provident Financial Group, Inc.

•  North Fork Bancorporation/ GreenPoint Financial Corporation

•  Sovereign Bancorp, Inc./ Seacoast Financial Services Corporation

•  Independence Community Bank Corporation/ Staten Island Bancorp, Inc.

52

•  New York Community Bancorp, Inc./ Roslyn Bancorp, Inc.

•  BB&T Corporation/ First Virginia Banks, Inc.

      Lehman Brothers considered these selected merger transactions to be similar, but not identical, to the merger. A complete analysis involves complex considerations and judgments concerning differences in the selected merger transactions and other factors that could affect the premiums paid in such comparable transactions to which the merger is being compared; mathematical analysis (such as determining the mean) is not by itself a meaningful method of using selected merger transaction data.

      For these selected merger transactions, Lehman Brothers used publicly available financial information to determine:

•  the multiples of the transaction price per share to the acquired companies’ earnings per share for the last twelve months (“LTM”) at the time of announcement;

•  the multiples of the transaction price per share to the acquired companies’ median current year consensus of earnings estimates per share at the time of announcement;

•  the multiples of the transaction price per share to the acquired companies’ tangible book value per share using the acquired companies’ most recent financial reports at the time of announcement;

•  the implied core deposit premium (defined as transaction value at the time of announcement of the merger less tangible book value divided by “core deposits,” with core deposits defined as total deposits less all certificates of deposit over $100,000, which is consistent with the definition of this term by SNL Financial, a recognized data service that compiles data for financial institutions); and

•  the premiums per share paid by the acquirer compared to the share price of the acquired company prevailing one day, one week and one month prior to the announcement.

      Lehman Brothers compared the multiples and premiums for the selected merger transactions to the implied multiples and premiums TD Banknorth agreed to pay for Hudson United based on TD Banknorth’s closing price on July 8, 2005. The following table summarizes the results from the comparable transactions analysis:

				Nationwide Bank/ Thrift
	TD Banknorth/			Transactions
	Hudson United
	on July 8, 2005			High			Average			Low
Price/ LTM Earnings		15.1	x		42.1	x		20.7	x		10.6	x
Price/ Current Earnings — Hudson United Research Estimates		15.7	x		27.8	x		17.9	x		10.7	x
Price/ Current Earnings — TD Banknorth Hudson United Estimates		16.7	x		27.8	x		17.9	x		10.7	x
Price/ Tangible Book		4.47	x		6.82	x		3.77	x		2.31	x
Premium/ Core Deposits		27.9	%		48.3	%		30.1	%		13.0	%
Premium to Market (One Day)		17.5	%		40.5	%		17.9	%		(2.5	)%
Premium to Market (One Week)		17.7	%		47.5	%		21.4	%		1.9	%
Premium to Market (One Month)		22.9	%		38.7	%		26.1	%		9.2	%

      Discounted Cash Flow Analysis for Hudson United. Lehman Brothers performed a discounted cash flow analysis to estimate a range of implied present values per share for the Hudson United common stock.

      Lehman Brothers, upon the advice of TD Banknorth’s management, assumed TD Banknorth Hudson United Estimates for Hudson United’s earnings in 2006; thereafter, Hudson United’s earnings were based on a range of annual growth rates of 8% to 10%. The valuation range was determined by adding (i) the present value of Hudson United’s earnings available for payment of dividends, net of earnings necessary to

53

maintain a tangible common equity to tangible assets ratio of 5.50% from March 31, 2006 through December 31, 2010, and (ii) the present value of the terminal value of the Hudson United common stock.

      In calculating the terminal value of the Hudson United common stock, Lehman Brothers applied multiples to the 2011 forecasted earnings for Hudson United ranging from 12.0x to 14.0x, which were consistent with historical average trading multiples for public banks and thrifts. The dividend stream and the terminal value were then discounted back to July 8, 2005 using discount rates ranging from 11.0% to 13.0%, which was viewed by Lehman Brothers as the appropriate range for a company with Hudson United’s risk characteristics and was consistent with the capital asset pricing model, a standard financial model that is commonly used to describe the relationship between risk and expected return.

      The analysis was conducted on a standalone basis, as well as an acquisition-value basis, which takes into account certain assumptions provided by TD Banknorth management to Lehman Brothers, including forecasted cost savings, asset deleveraging, investments in Hudson United’s retail franchise and related revenue enhancements. See “— Operations of TD Banknorth After the Merger” beginning on page 99. This analysis indicated a standalone valuation range of $31.35 to $40.23 per share for the Hudson United common stock and an acquisition valuation range of $42.42 to $53.11 per share for the Hudson United common stock.

      Historical Share Price Analysis for TD Banknorth. The following historical share price analysis relates to both the merger and the TD Banknorth stock sale in the case of the first paragraph and only the TD Banknorth stock sale in the case of the remaining paragraphs.

      Lehman Brothers reviewed the historical high and low intra-day trading prices of the TD Banknorth common stock for the period beginning March 2, 2005 (the first day of trading after The Toronto-Dominion Bank’s acquisition of 51% of the TD Banknorth common stock) and ended July 8, 2005. The analysis indicated that the high and low intra-day trading prices for the TD Banknorth common stock for the period beginning March 2, 2005 and ended July 8, 2005 were $32.35 and $29.02, respectively. The price of the TD Banknorth common stock as of July 8, 2005 was $29.55, which was 91.3% of the high intra-day trading price of the TD Banknorth common stock for the period beginning March 2, 2005 and ended July 8, 2005 of $32.35.

      Lehman Brothers reviewed the terms of The Toronto-Dominion Bank stockholders agreement and noted that The Toronto-Dominion Bank has the right, but not the obligation, to contribute capital to and purchase securities from TD Banknorth to the extent TD Banknorth proposes to issue any shares of TD Banknorth common stock or any other equity or convertible securities that would dilute The Toronto-Dominion Bank’s ownership position in TD Banknorth. Pursuant to The Toronto-Dominion Bank stockholders agreement, the contractual purchase price required to be paid by The Toronto-Dominion Bank for these securities is the average of closing prices of the securities on their principal market for the ten consecutive trading days immediately preceding the date on which such issuance is approved by the board of directors of TD Banknorth. Lehman Brothers noted that as of July 8, 2005, the ten trading-day average for the TD Banknorth common stock was $29.75. The Toronto-Dominion Bank agreed to buy from TD Banknorth approximately 29.6 million TD Banknorth shares at a per share price of $31.79. Lehman Brothers noted that the $31.79 per share purchase price represents a 6.9% premium to $29.75 and a 7.6% premium to the TD Banknorth closing stock price of $29.55 as of July 8, 2005.

      In evaluating the TD Banknorth stock sale, Lehman Brothers considered a secondary public offering of TD Banknorth common stock and a forward sale of TD Banknorth common stock as alternatives to the sale of TD Banknorth common stock to The Toronto-Dominion Bank. These alternatives were determined to be inferior to the TD Banknorth stock sale because the stock sold in these situations is typically at a discount to the market price of the stock at the time of the announcement of the transaction. In the case of the TD Banknorth stock sale, The Toronto-Dominion Bank agreed to pay a premium to the then current market price for the TD Banknorth common stock.

      In evaluating the TD Banknorth stock sale, Lehman Brothers did not consider a control premium to be appropriate in view of the fact that The Toronto-Dominion Bank already controlled TD Banknorth by

54

virtue of its majority ownership prior to the stock sale. In addition, when The Toronto-Dominion Bank initially acquired control of TD Banknorth, it entered into a stockholders agreement with TD Banknorth which, among other things, gave The Toronto-Dominion Bank the right to purchase securities from TD Banknorth at a contractual purchase price at the time such securities issuance is approved by the board of directors of TD Banknorth.

      Upon advice of TD Banknorth management, issuing debt to fund the cash component of the merger consideration, as opposed to issuing equity to The Toronto-Dominion Bank, would result in meaningful deterioration in TD Banknorth’s capital ratios for regulatory and rating agency purposes that TD Banknorth found to be unacceptable. As a result, Lehman Brothers did not consider debt alternatives to the raising of equity capital by TD Banknorth in connection with the merger.

      Comparable Companies Analysis for TD Banknorth. Lehman Brothers analyzed the public market statistics of certain comparable companies to those of TD Banknorth. In choosing comparable companies to analyze, Lehman Brothers selected a peer group of publicly-traded financial institutions with assets between $15 billion and $65 billion. The selected comparable companies for TD Banknorth were:

•  North Fork Bancorporation, Inc.

•  M&T Bank Corporation

•  Comerica Incorporated

•  AmSouth Bancorporation

•  UnionBanCal Corporation

•  Huntington Bancshares Incorporated

•  Zions Bancorporation

•  Commerce Bancorp, Inc.

•  Compass Bancshares, Inc.

•  Associated Banc-Corp

•  Colonial BancGroup, Inc.

•  Webster Financial Corporation

      Lehman Brothers selected the companies above because their business and operating profiles are similar to TD Banknorth. No comparable company identified above is identical to TD Banknorth. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect public trading values of such comparable companies; mathematical analysis (such as determining the mean) is not by itself a meaningful method of using selected company data.

      Lehman Brothers evaluated the common stock prices for the selected companies as multiples of forward estimated GAAP and cash earnings per share, commonly referred to as EPS, per median First Call estimates, for the years 2005 and 2006, and as a multiple of tangible book value per share as of March 31, 2005. Lehman Brothers also evaluated the core deposit premium for the selected companies, with core deposits defined as total deposits less all certificates of deposit over $100,000. Lehman Brothers then applied the mean multiples and core deposit premium of the selected companies to corresponding financial data for TD Banknorth in order to derive implied per share values for TD Banknorth. All

55

multiples and core deposit premiums were based on closing stock prices on July 8, 2005. The results of this analysis were as follows:

						Implied
			Mean of			TD Banknorth
			Selected			Value Per
			Companies			Share
Price as a Multiple of:
	2005 Estimated EPS
		GAAP		14.2	x	$	30.71
		Cash		13.9	x	$	35.38
	2006 Estimated EPS
		GAAP		12.9	x	$	30.19
		Cash		12.7	x	$	34.85
	Tangible Book Value per Share			3.16	x	$	24.14
Core Deposit Premium				21.7	%	$	31.12

      Discounted Cash Flow Analysis for TD Banknorth. Lehman Brothers performed a discounted cash flow analysis to estimate a range of implied present values per share for TD Banknorth common stock.

      Lehman Brothers assumed the median First Call earnings estimate for TD Banknorth’s earnings in 2006; thereafter, TD Banknorth’s earnings were based on a range of annual growth rates of 8% to 10%. The valuation range was determined by adding (i) the present value of TD Banknorth’s earnings available for payment of dividends, net of earnings necessary to maintain a tangible common equity to tangible assets ratio of 5.50% from March 31, 2006 through December 31, 2010, and (ii) the present value of the terminal value of the TD Banknorth common stock.

      In calculating the terminal value of the TD Banknorth common stock, Lehman Brothers applied multiples ranging from 12.0x to 14.0x to 2011 forecasted earnings for TD Banknorth. The dividend stream and the terminal value were then discounted back to July 8, 2005 using discount rates ranging from 11.0% to 13.0%, which rates Lehman Brothers viewed as the appropriate range for a company with TD Banknorth’s risk characteristics. Based on the above assumptions, this analysis indicated a range of implied present values per share for the TD Banknorth common stock of $28.80 to $36.56.

      Pro Forma Analysis for TD Banknorth. Lehman Brothers performed a pro forma analysis of the financial impact of the merger on TD Banknorth, using the following assumptions provided by the management of TD Banknorth:

•  2006 earnings for Hudson United based on TD Banknorth management estimates; thereafter grown at 10% per year;

•  2006 earnings for TD Banknorth based on First Call earnings estimates; thereafter grown at 10% per year;

•  the consideration paid to the Hudson United shareholders in the merger is equal to 51% TD Banknorth common stock and 49% cash; the cash component is funded by selling TD Banknorth shares to The Toronto-Dominion Bank at $31.79 per share;

•  deposit intangibles equal to 3.5% of core deposits (with core deposits defined as total deposits less all certificates of deposit over $100,000) amortized on a sum-of-years digits basis over 10 years;

•  TD Banknorth repurchases approximately 8.7 million shares of its common stock at the closing of the transaction;

•  4.5% pre-tax cost of cash; and

•  transaction closing date of March 31, 2006.

56

      Lehman Brothers estimated that, based on these assumptions, and taking into account certain after-tax projected synergies and restructuring charges, but not potential after-tax mark-to-market purchase accounting adjustments, the merger would be dilutive by 0.22% in 2006 and be accretive by 2.35% in 2007 to TD Banknorth’s GAAP earnings per share. On a cash earnings per share basis, the merger would be dilutive by 0.57% in 2006 and accretive by 1.99% in 2007.

      The financial forecasts and estimates underlying this analysis are subject to substantial uncertainty and, therefore, actual results may be substantially different.

      General. Lehman Brothers performed a variety of financial and comparable analyses for purposes of rendering its opinions. The above summary of these analyses does not purport to be a complete description of the analyses performed by Lehman Brothers in arriving at its opinions. The preparation of a fairness opinion is a complex process and is not susceptible to partial analysis or summary description. In arriving at its opinions, Lehman Brothers considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered by them. Furthermore, Lehman Brothers believes that the summary provided and the analyses described above must be considered as a whole and that selecting any portion of its analyses, without considering all of them, would create an incomplete view of the process underlying its analyses and opinions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of Lehman Brothers with respect to the actual value of TD Banknorth, Hudson United or the combined entity.

      In performing its analyses, Lehman Brothers made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Lehman Brothers, TD Banknorth or Hudson United. Any estimates contained in the analyses of Lehman Brothers are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by those estimates. The analyses performed were prepared solely as part of the analyses of Lehman Brothers of (i) the fairness, from a financial point of view, of the consideration to be paid to the shareholders of Hudson United in the merger with TD Banknorth and (ii) the fairness, from a financial point of view, of the purchase price to be received by TD Banknorth in connection with the sale of its common stock to The Toronto-Dominion Bank in order to provide TD Banknorth the funds necessary to pay the cash component of the merger consideration. The analyses performed were prepared in connection with the delivery by Lehman Brothers of its opinions to TD Banknorth’s board of directors. The analyses do not purport to be appraisals or to reflect the prices at which the shares of TD Banknorth common stock will trade following the announcement or completion of the merger. The consideration to be paid to the shareholders of Hudson United in the merger and other terms of the merger were determined through arms’-length negotiations between TD Banknorth and Hudson United and were approved by TD Banknorth’s board of directors. Lehman Brothers provided advice to TD Banknorth during those negotiations. However, Lehman Brothers did not recommend any specific exchange ratio or other form of consideration to TD Banknorth or that any specific exchange ratio or other form of consideration constituted the only appropriate consideration for the merger. The opinions of Lehman Brothers were one of many factors taken into consideration by TD Banknorth’s board of directors in making its determination to approve the merger. The analyses of Lehman Brothers summarized above should not be viewed as determinative of the opinion of TD Banknorth’s board of directors with respect to the value of TD Banknorth, Hudson United or the combined entity or of whether TD Banknorth’s board of directors would have been willing to agree to a different exchange ratio or other forms of consideration.

      TD Banknorth’s board of directors engaged Lehman Brothers as its financial advisor because of Lehman Brothers’ reputation as an internationally recognized investment banking and advisory firm with substantial experience in transactions similar to the merger and because Lehman Brothers is familiar with TD Banknorth and its business.

      As part of its investment banking and financial advisory business, Lehman Brothers is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions,

57

negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Lehman Brothers provides a full range of financial advisory and securities services. In the past, Lehman Brothers has provided various investment banking and other financing services to TD Banknorth and has received customary fees for such services. Lehman Brothers also may provide services to TD Banknorth, Hudson United or the combined entity in the future for which it would expect to receive fees. In the ordinary course of its business, Lehman Brothers (or its affiliates) may actively trade the debt and equity securities of TD Banknorth or Hudson United for its own account or for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities.

Opinion of Hudson United’s Financial Advisor

      Hudson United engaged KBW to render financial advisory and investment banking services. KBW assisted Hudson United in analyzing, structuring and negotiating the merger of Hudson United with and into TD Banknorth. Hudson United selected KBW because KBW is a nationally-recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with Hudson United and its business. As part of its investment banking business, KBW is continually engaged in the valuation of financial businesses and its securities in connection with mergers and acquisitions.

      On July 11, 2005, the Hudson United board held a meeting to evaluate the proposed merger with TD Banknorth. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered a verbal opinion, which was subsequently confirmed in writing, that the consideration to be received by Hudson United shareholders in the merger was fair to those shareholders from a financial point of view. The Hudson United board approved the merger agreement at this meeting.

      As discussed under “Risk Factors” on page 27, the KBW opinion speaks only as of its date and does not reflect changes that may occur or may have occurred after July 11, 2005. Accordingly, the July 11, 2005 opinion may not accurately address the fairness of the merger consideration, from a financial point of view, to the shareholders of Hudson United at the time of the merger is completed.

      Hudson United and KBW have entered into an agreement relating to the services to be provided by KBW in connection with the merger. Hudson United agreed to pay KBW a cash fee of 0.45% of the aggregate market value of the consideration paid in the merger. Payment of the fee will be made in three parts: (1) 20% concurrent with the execution of a definitive merger agreement, (2) 20% at the mailing of a merger-related proxy statement and (3) 60% at closing. Based on the $29.74 closing sale price of a share of TD Banknorth common stock on the New York Stock Exchange on December 6, 2005, the aggregate fee payable to KBW by Hudson United amounts to $8.6 million, of which $3.4 million had been paid as of the date of this document. Pursuant to the KBW engagement agreement, Hudson United also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW and certain related parties against certain liabilities, including liabilities under federal securities laws.

      KBW has previously served as financial adviser to TD Banknorth’s predecessor, Banknorth Group, Inc., in its sale of a majority equity interest to The Toronto-Dominion Bank and in the purchase of various other business entities. Additionally, KBW served as an underwriter for Banknorth Group, Inc. in numerous offerings of various types of securities. In all such cases, KBW earned fees for its services. During the period January 1, 2002 to the date of this document, such fees amounted to $17.5 million in the aggregate. During this period, KBW did not provide any services to The Toronto-Dominion Bank or any of its affiliates for which it received compensation. KBW has previously served as a financial adviser to Hudson United and as an underwriter for Hudson United in offerings of trust preferred securities. During the period January 1, 2002 to the date of this document, fees paid by Hudson United to KBW for such services amounted to $120,000 in the aggregate.

      The full text of KBW’s opinion, dated July 11, 2005, is attached as Annex III to this joint proxy statement/ prospectus and has been included herein with the consent of KBW. Holders of Hudson United

58

common stock are encouraged to read KBW’s opinion carefully in its entirety for a discussion of the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by KBW in connection with the rendering of its opinion. KBW’s opinion speaks only as of the date of the opinion. The opinion is directed to the Hudson United board and addresses only the fairness, from a financial point of view, of the merger consideration to Hudson United shareholders. It does not address the underlying business decision to proceed with the merger and does not constitute a recommendation to any Hudson United shareholder as to how the shareholder should vote at the Hudson United special meeting on the merger or any related matter.

      In rendering its opinion, KBW:

•  reviewed, among other things,

—  the merger agreement,

—  annual reports to shareholders and annual reports on Form 10-K of TD Banknorth’s predecessor, Banknorth Group, Inc.,

—  quarterly reports on Form 10-Q of TD Banknorth and Banknorth Group, Inc.,

—  annual reports to shareholders and annual reports on Form 10-K of Hudson United and

—  quarterly reports on Form 10-Q of Hudson United;

•  held discussions with members of senior management of Hudson United and TD Banknorth regarding

—  past and current business operations,

—  regulatory matters,

—  financial condition and

—  future prospects of the respective companies;

•  reviewed the market prices, valuation multiples, publicly reported financial condition and results of operations for Hudson United and TD Banknorth and compared them with those of certain publicly-traded companies that KBW deemed to be relevant;

•  compared the proposed financial terms of the merger with the financial terms of certain other transactions that KBW deemed to be relevant; and

•  performed other studies and analyses that it considered appropriate.

      In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information provided to or otherwise made available to KBW or that was discussed with, or reviewed by KBW, or that was publicly available. KBW did not attempt or assume any responsibility to verify such information independently. KBW relied upon the management of Hudson United and TD Banknorth as to the reasonableness and achievability of the financial and operating forecasts and projections (and assumptions and bases therefor) provided to KBW. KBW assumed, without independent verification, that the aggregate allowances for loan and lease losses for TD Banknorth and Hudson United are adequate to cover those losses. KBW did not make or obtain any evaluations or appraisals of any assets or liabilities of TD Banknorth or Hudson United, or examine or review any individual credit files.

      In the course of its analysis, KBW reviewed certain financial projections furnished by Hudson United’s senior management. Hudson United does not publicly disclose internal management projections of the type provided to KBW in connection with its review of the merger. As a result, such projections were not prepared with a view towards public disclosure. The projections were based on numerous variables and assumptions, which are inherently uncertain, including factors related to general economic and competitive

59

conditions. Accordingly, actual results could vary significantly from those set forth in the projections. For purposes of rendering its opinion, KBW assumed that, in all respects material to its analyses:

•  the merger will be completed substantially in accordance with the terms set forth in the merger agreement;

•  the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct;

•  each party to the merger agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents;

•  all conditions to the completion of the merger will be satisfied without any waivers; and

•  in the course of obtaining the necessary regulatory, contractual or other consents or approvals for the merger, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, will be imposed that will have a material adverse effect on the future results of operations or financial condition of the combined entity or the contemplated benefits of the merger, including the cost savings and related expenses expected to result from the merger.

      KBW further assumed that the merger will be accounted for as a purchase under GAAP, and that the conversion of Hudson United’s common stock into TD Banknorth common stock will be tax-free for TD Banknorth and for those Hudson United shareholders receiving TD Banknorth common stock. KBW’s opinion is not an expression of an opinion as to the prices at which shares of Hudson United common stock or shares of TD Banknorth common stock will trade following the announcement of the merger or the value of the shares of common stock of the combined company when issued pursuant to the merger, or the prices at which the shares of common stock of the combined company will trade following the completion of the merger. In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Hudson United and TD Banknorth. Any estimates contained in the analyses performed by KBW are not necessarily indicative of values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the Hudson United board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Hudson United board with respect to the fairness of the merger consideration.

      The following is a summary of the material analyses presented by KBW to the Hudson United board on July 11, 2005, in connection with its oral fairness opinion, which was subsequently confirmed in writing. The summary is not a complete description of the analyses underlying the KBW opinion or the presentation made by KBW to the Hudson United board, but summarizes the analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. KBW did not address whether any individual analysis did or did not support the overall fairness conclusion. The financial analyses summarized below include information presented in tabular format. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of

60

the process underlying its analyses and opinion. The tables alone do not constitute a complete description of the financial analyses.

      Summary of Proposal. Based on 44.6 million fully diluted shares of Hudson United common stock outstanding, Hudson United shareholders will receive approximately $941 million in cash and 32.4 million shares of TD Banknorth common stock. Based upon TD Banknorth’s closing share price on July 8, 2005, of $29.55, KBW calculated a $42.49 price per Hudson United share.

      Selected Peer Group Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market valuations of TD Banknorth to those of a group of comparable regional banks with $15 billion to approximately $60 billion of assets. KBW compared the financial performance, financial condition and market valuations of Hudson United to those of a group of comparable banks headquartered in the Mid-Atlantic region with $2.5 billion to $20 billion of assets.

      Companies included in TD Banknorth’s peer group were:

North Fork Bancorporation, Inc.

M&T Bank Corporation

Comerica Incorporated

AmSouth Bancorporation

UnionBanCal Corporation

Huntington Bancshares Incorporated

Zions Bancorporation

Commerce Bancorp, Inc.

Compass Bancshares, Inc.

Associated Banc-Corp

Colonial BancGroup, Inc.

Webster Financial Corporation

      Companies included in Hudson United’s peer group were:

Webster Financial Corporation

Mercantile Bankshares Corporation

Valley National Bancorp

Fulton Financial Corporation

Wilmington Trust Corporation

Susqhehanna Bancshares, Inc.

Provident Bankshares Corporation

First Commonwealth Financial Corporation

F.N.B. Corporation

NBT Bancorp Inc.

National Penn Bancshares, Inc.

Community Bank System, Inc.

Signature Bank

Sun Bancorp, Inc.

S&T Bancorp, Inc.

Harleysville National Corporation

Yardville National Bancorp

U.S.B. Holding Co., Inc.

Sterling Financial Corporation

      To perform this analysis, KBW used financial information as of and for the quarter ended March 31, 2005. Market price information was as of July 8, 2005, and 2005 and 2006 earnings per share estimates were taken from First Call, a nationally-recognized earnings per share estimate consolidator.

61

      KBW’s analysis showed the following concerning TD Banknorth’s financial performance:

				TD Banknorth			TD Banknorth
				Peer Group			Peer Group
	TD Banknorth			Average			Median
Core Return on Average Assets		1.38	%		1.35	%		1.40	%
Core Return on Average Equity		9.45	%		15.53	%		15.43	%
Core Cash Return on Average Tangible Assets		1.63	%		1.45	%		1.45	%
Core Cash Return on Average Tangible Equity		25.70	%		23.13	%		22.50	%
Net Interest Margin		3.97	%		3.75	%		3.72	%
Fee Income/ Revenue		25.9	%		30.9	%		30.2	%
Efficiency Ratio		53.9	%		55.0	%		55.6	%

      KBW’s analysis showed the following concerning TD Banknorth’s financial condition:

				TD Banknorth			TD Banknorth
				Peer Group			Peer Group
	TD Banknorth			Average			Median
Equity/ Assets		19.76	%		8.94	%		8.61	%
Tangible Equity/ Tangible Assets		4.92	%		6.31	%		6.25	%
Loans/ Deposits		98.6	%		94.6	%		101.6	%
Securities/ Assets		14.7	%		22.9	%		22.5	%
Loan Loss Reserve/ Loans		1.20	%		1.23	%		1.28	%
Nonperforming Assets/ Loans plus Other Real Estate Owned		0.34	%		0.42	%		0.35	%
Net Charge-Offs/ Average Loans		0.21	%		0.18	%		0.16	%

      KBW’s analysis showed the following concerning TD Banknorth’s market valuations:

				TD Banknorth			TD Banknorth
				Peer Group			Peer Group
	TD Banknorth			Average			Median
Stock Price/ Book Value per Share		0.81	x		2.21	x		2.17	x
Stock Price/ Tangible Book Value per Share		3.87	x		3.30	x		2.95	x
Stock Price/ 2005 Estimated GAAP EPS		13.6	x		14.2	x		14.0	x
Stock Price/ 2005 Estimated Cash EPS		11.6	x		13.9	x		13.8	x
Stock Price/ 2006 Estimated GAAP EPS		12.6	x		12.9	x		12.9	x
Stock Price/ 2006 Estimated Cash EPS		10.8	x		12.7	x		12.7	x
Dividend Yield		2.7	%		2.7	%		2.8	%
2005 Dividend Payout Ratio		36.9	%		37.8	%		39.2	%

      KBW’s analysis showed the following concerning Hudson United’s financial performance:

				Hudson United			Hudson United
	Hudson			Peer Group			Peer Group
	United			Average			Median
Core Return on Average Assets		1.28	%		1.17	%		1.15	%
Core Return on Average Equity		21.54	%		12.89	%		12.68	%
Net Interest Margin		3.73	%		3.72	%		3.66	%
Fee Income/ Revenue		28.0	%		24.0	%		23.0	%
Efficiency Ratio		58.5	%		56.8	%		56.2	%

62

      KBW’s analysis showed the following concerning Hudson United’s financial condition:

				Hudson United			Hudson United
	Hudson			Peer Group			Peer Group
	United			Average			Median
Equity/ Assets		6.00	%		9.30	%		9.36	%
Tangible Equity/ Tangible Assets		4.90	%		6.56	%		6.15	%
Loans/ Deposits		76.9	%		89.7	%		94.1	%
Securities/ Assets		38.4	%		28.6	%		26.0	%
Loan Loss Reserve/ Loans		1.24	%		1.25	%		1.17	%
Nonperforming Assets/ Loans plus Other Real Estate Owned		0.69	%		0.48	%		0.42	%
Net Charge-Offs/ Average Loans		0.46	%		0.13	%		0.10	%

      KBW’s analysis showed the following concerning Hudson United’s market valuations:

				Hudson United			Hudson United
	Hudson			Peer Group			Peer Group
	United			Average			Median
Stock Price/ Book Value per Share		3.15	x		2.21	x		2.26	x
Stock Price/ Tangible Book Value per Share		3.91	x		3.25	x		3.19	x
Stock Price/ 2005 Estimated GAAP EPS		14.7	x		16.8	x		16.2	x
Stock Price/ 2006 Estimated GAAP EPS		13.4	x		15.1	x		15.1	x
Dividend Yield		4.0	%		2.7	%		2.9	%
2005 Dividend Payout Ratio		55.2	%		43.3	%		47.5	%

      For purposes of this analysis, core earnings excluded revenue and expense items deemed non-recurring or extraordinary and excluded gains or losses on the sale of investment securities.

      For purposes of comparison, KBW excluded $0.15 (based on guidance from management of Hudson United) from Hudson United’s EPS estimates for 2005 and 2006 to exclude the effect of Hudson United’s investments in landfill gas projects (predominantly tax credits under Section 29 of the Internal Revenue Code). Including the effect of the investments in landfill gas projects, Hudson United’s 2005 and 2006 stock price to estimated GAAP EPS multiples would have been 13.9x and 12.7x, respectively.

      Financial Impact Analysis. KBW performed pro forma merger analyses that combined the projected income statements and balance sheets of TD Banknorth and Hudson United. Assumptions regarding the accounting treatment and acquisition adjustments were used to calculate the financial impact that the merger would have on certain projected financial results of TD Banknorth. The analysis assumed the 2006 First Call consensus earnings per share estimate of $2.34 and 8% cash earnings growth for 2007 for TD Banknorth. For Hudson United, the analysis assumed 2006 First Call consensus earnings per share estimate of $2.92 but excluded $0.15 of earnings per share related to Hudson United’s investments in landfill gas projects because the earnings derived from them are non-recurring in nature and tax credits do not constitute a component of core earnings. The analysis also assumed Hudson United would achieve 8% cash earnings growth in 2007. This analysis indicated that the merger is expected to be dilutive to TD Banknorth’s estimated earnings per share and cash earnings per share in 2006 but be accretive to TD Banknorth’s earnings per share and cash earnings per share in 2007. Cash earnings were estimated by adding anticipated identifiable intangible amortization expense to GAAP earnings. The analysis also indicated that the merger is expected to be dilutive to book value per share and to tangible book value per share for TD Banknorth, but that TD Banknorth would maintain well capitalized capital ratios and thus had the financial ability to execute the merger. This analysis was based on certain assumptions provided by TD Banknorth with regard to cost savings, merger related charges, amortization of intangibles and share buybacks. For all of the above analyses, the actual results achieved by TD Banknorth following the merger will vary from the projected results, and the variations may be material.

63

      Contribution Analysis. KBW analyzed the relative contribution of each of Hudson United and TD Banknorth to the pro forma balance sheet and income statement items of the combined entity, including assets, loans, loan loss reserves, deposits, tangible common equity, market capitalization, estimated 2005 and 2006 net income and estimated 2005 and 2006 cash net income. The balance sheet contributions were measured based on financial information as of March 31, 2005, therefore these measures of contribution are fixed as of that point in time. The contributions of market capitalization were measured based on market prices as of July 8, 2005. After announcement of the transaction, the market capitalization contributions will fluctuate based on the prevailing market prices of TD Banknorth and Hudson United but should be deemed less meaningful given that Hudson United’s market price should fluctuate based on the exchange ratio offered in the transaction.

      KBW compared the relative contribution of balance sheet and income statement items with the pro forma ownership for Hudson United assuming 100% of Hudson United’s shares were exchanged for TD Banknorth common stock. The results of KBW’s analysis are set forth in the following table.

	TD		Hudson
	Banknorth		United
Total Assets		78.4%		21.6%
Gross Loans Held for Investment		80.3%		19.7%
Loan Loss Reserves		79.2%		20.8%
Deposits		76.1%		23.9%
Tangible Common Equity		75.2%		24.8%
2005 Estimated Net Income		76.3%		23.7%
2005 Estimated Cash Net Income		78.6%		21.4%
2006 Estimated Net Income		76.8%		23.2%
2006 Estimated Cash Net Income		79.1%		20.9%
Market Capitalization		75.6%		24.4%
Pro Forma Ownership based on 100% Stock Consideration		73.1%		26.9%

      Comparable Transaction Analysis. KBW reviewed certain financial data related to comparably sized acquisitions of bank holding companies announced after January 1, 2004, with aggregate transaction values greater than $1 billion. The transactions included in the group were:

Survivor	Acquired Entity
Zions Bancorporation	Amegy Bancorporation, Inc.
Capital One Financial Corporation	Hibernia Corporation
TD Bank Financial Group	51% of Banknorth Group, Inc.
Fifth Third Bancorp	First National Bankshares of Florida, Inc.
Wachovia Corporation	SouthTrust Corporation
SunTrust Banks, Inc.	National Commerce Financial Corp.
Citizens Financial Group, Inc.	Charter One Financial, Inc.
BNP Paribas Group	Community First Bankshares, Inc.
National City Corporation	Provident Financial Group, Inc.
J.P. Morgan Chase & Co.	Bank One Corporation

      For each precedent transaction, KBW derived and compared, among other things, the implied ratio of price per common share paid for the acquired company to:

•  the earnings per share of the acquired company for the latest twelve months of results publicly available prior to the time the transaction was announced;

•  estimated earnings per share of the acquired company for next twelve months of results following the announcement of the transaction;

64

•  book value per share of the acquired company based on the latest publicly available financial statements of the company available prior to the announcement of the acquisition;

•  tangible book value per share of the acquired company based on the latest publicly available financial statements of the company available prior to the announcement of the acquisition;

•  the closing market price of the acquired company, if publicly traded or listed, on the day preceding the announcement of the transaction; and

•  the closing market price of the acquired company, if publicly traded or listed, on the day one month preceding the announcement of the transaction.

      Additionally, KBW compared the core deposit premium paid in each transaction. The core deposit premium is calculated as the premium paid in the transaction over the acquired company’s tangible common equity as a percentage of the acquired company’s core deposits. For purposes of this analysis, core deposits are defined as total deposits less the sum of all certificates of deposits with balances over $100,000 and any brokered or purchased deposits.

      Transaction multiples for the merger were derived from the $42.49 per share price for Hudson United (based on TD Banknorth’s closing share price on July 8, 2005). Forward earnings per share estimates were taken from First Call. KBW compared these results with announced multiples. The results of the analysis are set forth in the following table.

	TD Banknorth/			Comparable			Comparable
	Hudson United			Transaction			Transaction
	Transaction			Average			Median
Deal Price/ Trailing 12 Months Earnings per Share		17.1	x		20.4	x		19.4	x
Deal Price/ Next 12 Months Estimated Earnings per Share		16.5	x		17.8	x		16.5	x
Deal Price/ Book Value per Share		3.60	x		2.67	x		2.59	x
Deal Price/ Tangible Book Value per Share		4.47	x		3.97	x		3.91	x
Core Deposit Premium		27.3	%		30.8	%		29.5	%
One Day Market Premium		14.3	%		17.3	%		15.2	%
One Month Market Premium		22.9	%		25.4	%		25.4	%

      As done in certain aforementioned analyses for comparative purposes, KBW excluded $0.15 from Hudson United’s earnings per share figures to exclude the effect of Hudson United’s investments in landfill gas projects.

      No company or transaction used as a comparison in the above analysis is identical to Hudson United, TD Banknorth or the merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the various companies surveyed.

      Discounted Cash Flow Analysis. KBW performed a dividend discount analysis to generate reference ranges for the implied present value per share of Hudson United common stock assuming Hudson United continued to operate as a standalone company with a future sale of control.

      These reference ranges were determined by adding (i) the present value of the estimated future dividend stream that Hudson United could generate for the years 2005 through 2009 and (ii) the present value of the terminal value of Hudson United common stock. Terminal values for Hudson United were calculated based on a range of terminal multiples applied to the estimated 2010 earnings per share.

      The earnings assumptions that formed the basis of the analysis were based on First Call estimated earnings per share. At the time of the fairness opinion, the EPS estimate for 2005 was $2.68 per share and the EPS estimate for 2006 was $2.77 per share ($2.92 per share excluding $0.15 related to Hudson United’s investments in landfill gas projects). For a projected dividend stream, KBW assumed Hudson United would pay $0.37 dividends per share for the remaining quarters in 2005, which would result in a $1.48 divided per share for 2005, and that Hudson United would increase its dividend per share by $0.10 annually.

65

      KBW estimated reference ranges for the implied present value per share of Hudson United common stock by varying the following assumptions:

•  a range of terminal multiples applied to year 2010 earnings per share of 15.0x to 18.0x;

•  a range of post 2006 earnings per share growth of 6.0% to 10.0%; and

•  a range of discount rates of 10.0% to 14.0%.

      The range of terminal multiples was attributable to (i) the trading multiples attributed to forward GAAP earnings per share for Hudson United’s peer group, which ranged from 15.1-16.8x based on the average and median calculations (see “— Selected Peer Group Analysis” above) and (ii) control sale multiples paid with respect to estimated next 12 months earnings per share in comparable transactions, which ranged from 15.0-18.0x (see “— Comparable Transaction Analysis” above). The range of discount rates was based on the Ibbotson Associates Cost of Capital 2005 Yearbook, which estimates the cost of equity capital for commercial banking companies to be between 10.3-14.1%.

      The discounted cash flow analysis resulted in a reference range for the implied present value per share of Hudson United common stock of $35.04 to $48.42.

      KBW performed a dividend discount analysis to generate reference ranges for the implied present value per share of TD Banknorth common stock assuming TD Banknorth continued to operate as a going concern (assuming no future purchase of TD Banknorth’s remaining outstanding shares by The Toronto-Dominion Bank). These reference ranges were determined by adding (i) the present value of the estimated future dividend stream that TD Banknorth could generate for the years 2005 through 2009 and (ii) the present value of the terminal value of the TD Banknorth common stock. Terminal values for TD Banknorth were calculated based on a range of terminal multiples applied to the estimated 2010 cash earnings per share.

      The earnings assumptions that formed the basis of the analysis were based on First Call estimated earnings per share for 2005 and 2006 but excluded the estimated after-tax expense related to the amortization of TD Banknorth’s identifiable intangible assets. For a projected dividend stream, KBW assumed TD Banknorth would maintain a dividend rate of 30% of cash earnings per share.

      KBW estimated reference ranges for the implied present value per share of TD Banknorth common stock by varying the following assumptions:

•  a range of terminal multiples applied to year 2010 cash earnings per share of 11.0x to 14.0x;

•  a range of post 2006 cash earnings per share growth of 6.0% to 10.0%; and

•  a range of discount rates of 10.0% to 14.0%.

      This analysis resulted in a reference range for the implied present value per share of TD Banknorth common stock of $24.34 to $35.78.

      KBW stated that the discounted cash flow present value analysis is a widely used valuation methodology but noted that it relies on numerous assumptions, including asset and earnings growth rates, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Hudson United or the TD Banknorth common stock.

      Other Analysis. KBW compared the financial and market performance of Hudson United and TD Banknorth to a variety of relevant industry peer groups and indices. KBW reviewed earnings estimates, balance sheet composition, historical stock performance and other financial data for TD Banknorth and Hudson United.

      The Hudson United board retained KBW as an independent contractor to act as financial adviser to Hudson United regarding the merger. As part of its investment banking business, KBW is continually engaged in the valuation of banking businesses and its securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted

66

securities, private placements and valuations for estate, corporate and other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. In the ordinary course of its business as a broker-dealer, KBW may, from time to time, purchase securities from, and sell securities to, Hudson United and TD Banknorth. As an active trader in securities, KBW may from time to time have a long or short position in, and buy or sell, debt or equity securities of Hudson United and TD Banknorth for KBW’s own account and for the accounts of its customers.

Nonpublic Hudson United Financial Projections Shared with TD Banknorth

      As noted under “— Background of the Merger” above, in connection with their consideration of the merger, TD Banknorth and Hudson United conducted a due diligence review of each other. Some of the financial information that was shared by Hudson United included the internal financial forecasts prepared on April 30, 2005 and summarized below. These forecasts were prepared by management of Hudson United for internal use and for assistance in budgeting, planning, capital allocation and other management decisions.

      The forecasts provided below were not prepared with a view to public disclosure or compliance with GAAP, the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding forecasts and projections. In addition, the forecasts are based on numerous assumptions, and those we believe to be material are summarized below. The forecasts and assumptions may not be realized and are subject to contingencies and uncertainties, many of which are beyond the control of Hudson United. For example, Hudson United’s businesses, and the basis for the preparation of their respective forecasts, depend on conditions in the financial markets, including the level of interest rates and the performance of the equity and debt markets. Accordingly, the inclusion of these forecasts should not be interpreted as an indication that Hudson United considers this information a reliable prediction of future results, and this information should not be relied upon for this purpose. Actual results may differ materially from those set forth below, and for a discussion of some of the factors that could cause actual results to differ see “Cautionary Statement Concerning Forward-Looking Statements” on page 29. Hudson United does not intend to make publicly available any update or other revision to these forecasts. Hudson United generally includes various forward-looking information in its periodic reports filed with the SEC.

      In light of the foregoing, and considering that the TD Banknorth and Hudson United special shareholder meetings will be held at least seven months after the date that the latest forecasts included below were prepared, as well as the uncertainties inherent in any forecasted information, shareholders are cautioned not to place undue reliance on the forecasts. At this time, Hudson United does not believe that the 2005 forecasts are accurate in light of its recently announced financial results for the third quarter of 2005 and its anticipated results for the fourth quarter of 2005. Hudson United’s results were adversely affected in the third quarter by additional merger-related and other expenses, an increase in the provision for loan losses and a flattening of the yield curve, which resulted in a decrease in Hudson United’s net interest income. Hudson United’s results also were adversely affected by the repositioning of its balance sheet during the quarter. See “Information About Hudson United” beginning on page 103. Hudson United expects that its future results may be negatively impacted by the continued repositioning of its balance sheet and additional merger-related expenses.

	2005		2006
	(In millions, except per
	share data)
Net interest income	$	317,150	$	351,496
Provision for loan losses		24,000		34,200
Total noninterest income		128,920		117,204
Total noninterest expense		261,684		246,141
Net income before taxes		160,386		188,358
Net income	$	130,792	$	129,373
Earnings per share	$	2.94	$	2.93

67

      The information shown above was prepared using assumptions considered to be representative of market conditions over the periods presented. Loan volumes and deposit volumes were based on recent historical growth patterns. Non-interest expense, except for the credit card operations and benefits expense, was assumed to increase 3%. The landfill gas operations were forecast to be sold on January 1, 2006 at their net asset value. Section 29 income tax credits were eliminated for fiscal year 2006. The forecast for fiscal year 2005 includes a $10 million gain from the settlement of an IRS income tax examination for the years 1998-2002.

Conversion of Hudson United Common Stock

      Conversion of Hudson United Common Stock. Upon completion of the merger, each outstanding share of Hudson United common stock, other than “treasury stock,” as defined in the merger agreement, will be converted into the right to receive, at the election of each Hudson United shareholder (subject to possible proration, as described below), either:

•  an amount in cash equal to the sum of (i) $21.07 and (ii) 0.7247 times the “average TD Banknorth closing price,” or

•  a number of shares of TD Banknorth common stock equal to the cash amount determined above divided by the average TD Banknorth closing price, which we refer to as the “exchange ratio.”

      For purposes of the merger agreement, the “average TD Banknorth closing price” means the average per share closing price of the TD Banknorth common stock on the New York Stock Exchange (as reported by The Wall Street Journal) for the ten trading-day period ending on the fifth business day prior to completion of the merger.

      The aggregate value of the merger consideration, and the value to be received for each share of Hudson United common stock, will fluctuate with the value of the TD Banknorth common stock. As a result of the above-described method for determining the per share merger consideration, however, the value of the merger consideration as of the fifth business day prior to completion of the merger will be substantially the same regardless whether a Hudson United shareholder receives cash, TD Banknorth common stock or a combination of cash and TD Banknorth common stock.

      Based on the $29.96 closing price for the TD Banknorth common stock on July 11, 2005, the last trading day prior to the public announcement of the merger agreement, Hudson United shareholders would receive $42.78 per share in cash or 1.4280 shares of TD Banknorth common stock for each share of Hudson United common stock, which equates to a value of $42.78 per share. Based on the $29.74 closing price of the TD Banknorth common stock on December 6, 2005, Hudson United shareholders would receive either $42.62 in cash or 1.4332 shares of TD Banknorth common stock for each share of Hudson United common stock, which equates to a value of $42.62 per share. The table on page 3 of the “Summary” further illustrates how the value of the per share merger consideration would change based on a hypothetical range of average TD Banknorth closing prices prior to completion of the merger.

      Hudson United shareholders will be able to elect whether they want to receive TD Banknorth common stock, cash or a combination of TD Banknorth common stock and cash, but their elections will be subject to possible proration because the aggregate amount of cash TD Banknorth will pay in the merger is fixed at $941,790,000. The allocation of cash and TD Banknorth common stock consideration will be dependent on the elections made by other Hudson United shareholders and may result in a Hudson United shareholder receiving a mixture of stock and cash regardless of that shareholder’s choice. See “— Election and Allocation Procedures” below.

      Fractional Shares. TD Banknorth will not issue any fractional shares of TD Banknorth common stock in the merger. Instead, a Hudson United shareholder who otherwise would have received a fraction of a share of TD Banknorth common stock will receive an amount in cash, without interest, rounded to the nearest cent. This cash amount will be determined by multiplying the fraction of a share of TD Banknorth common stock to which each holder would otherwise be entitled by the average TD Banknorth closing price.

68

      Aggregate Consideration. The aggregate consideration to be paid to Hudson United shareholders in the merger will consist of $941,790,000 in cash (plus cash payable for any fractional share interests) and approximately 32.4 million shares of TD Banknorth common stock. This number of shares is based on the number of fully-diluted shares of Hudson United common stock outstanding on the date of the merger agreement (as adjusted for outstanding Hudson United stock options based on the treasury method) and is subject to adjustment based on the actual number of outstanding shares of Hudson United common stock at the time the merger is completed. The relative composition of the aggregate merger consideration will fluctuate with the value of the TD Banknorth common stock and will be based on the average per share closing price of the TD Banknorth common stock during the ten trading-day measurement period prior to completion of the merger. Based on the $29.96 closing price of the TD Banknorth common stock on July 11, 2005, the last trading day prior to public announcement of the merger agreement, the aggregate merger consideration would be composed of approximately 51% TD Banknorth common stock and approximately 49% cash, and based on the $29.74 closing price of the TD Banknorth common stock on December 6, 2005, the aggregate merger consideration would be composed of approximately 50.6% TD Banknorth common stock and 49.4% cash.

      To the extent that the number of shares of Hudson United common stock outstanding changes as a result of, for example, exercises of stock options which result in an increase in the assumed number of fully-diluted shares of Hudson United common stock outstanding, the aggregate number of shares of TD Banknorth common stock to be issued will change accordingly, but the aggregate cash consideration to be paid will not change. The outcome of the per share consideration adjustment and the cash/stock election procedure (each of which is discussed below) will not change (i) the aggregate number of shares of TD Banknorth common stock to be issued, except in the event that there is a change in the number of shares of Hudson United common stock outstanding as noted above, or (ii) the aggregate amount of cash to be paid by TD Banknorth.

      Stock/ Cash Effects of Changes in the TD Banknorth Common Stock Price. Examples of the aggregate consideration and potential effects on the per share merger consideration and the exchange ratio based on changes in the price of the TD Banknorth common stock are illustrated below, based upon a range of hypothetical average prices for the TD Banknorth common stock during the ten trading-day measurement period.

	Percentage					Aggregate				Value of
	Change in			Aggregate		Value of				Consideration
	TD Banknorth			Cash		Stock		Aggregate		Per Hudson		Aggregate
Average TD Banknorth	Stock			Consideration		Consideration		Consideration		United		Cash/Stock			Exchange
Closing Price(1)	Price(2)			($MM)		($MM)(3)		($MM)		Share(4)		Percentage			Ratio(4)
$35.95		+20	%	$	941.8	$	1,164.5	$	2,106.3	$	47.13		45/55	%		1.3108	x
34.45		15			941.8		1,116.0		2,057.8		46.04		46/54			1.3363
32.96		10			941.8		1,067.5		2,009.3		44.95		47/53			1.3641
31.46		5			941.8		1,019.0		1,960.8		43.87		48/52			1.3945
29.96		—			941.8		970.5		1,912.2		42.78		49/51			1.4280
28.46		(5	)		941.8		921.9		1,863.7		41.70		51/49			1.4650
26.96		(10	)		941.8		873.4		1,815.2		40.61		52/48			1.5061
25.47		(15	)		941.8		824.9		1,766.7		39.53		53/47			1.5521
23.97		(20	)		941.8		776.4		1,718.1		38.44		55/45			1.6038

(1)	Assumed average of the per share closing prices of the TD Banknorth common stock during the ten trading-day period ending on the fifth business day prior to completion of the merger.
(2)	Percentage difference between the indicated hypothetical average TD Banknorth closing price during the ten trading-day measurement period and $29.96, which was the per share closing price for the TD Banknorth common stock on July 11, 2005, the last trading day prior to the public announcement of the merger agreement.

(notes continued on following page)

69

(3)

Aggregate stock consideration valued using the indicated hypothetical average TD Banknorth closing price during the ten trading-day measurement period (see column 1) and assuming that 32.4 million shares of TD Banknorth common stock will be issued in the merger (based on the number of fully-diluted shares of Hudson United common stock outstanding on the date of the merger agreement, as adjusted for outstanding Hudson United stock options based on the treasury method).

(4)

Stock consideration per share of Hudson United common stock and cash consideration per share of Hudson United common stock valued using the indicated average TD Banknorth closing price during the ten trading-day measurement period (see column 1).

      Treatment of TD Banknorth Common Stock. Each share of TD Banknorth common stock outstanding at the time of the merger will remain outstanding and those shares will remain unaffected by the merger.

Election and Allocation Procedures

      A Hudson United shareholder will have the opportunity, in accordance with the procedures described below, to elect to receive for each share of Hudson United common stock held immediately prior to completion of the merger either (i) cash in an amount calculated by the formula set forth under “— Conversion of Hudson United Common Stock” or (ii) a number of shares of TD Banknorth common stock equal to the cash value of such amount, calculated based on the average per share closing price of the TD Banknorth common stock price during the ten trading-day period ending on the fifth business day prior to completion of the merger.

      No later than 15 business days prior to the anticipated completion of the merger, an exchange agent appointed by TD Banknorth, which shall be reasonably satisfactory to Hudson United, shall mail an election form and other appropriate materials to each holder of record of Hudson United common stock as of five days prior to the mailing date. The exchange agent also shall make available an additional election form to all persons who become record holders of Hudson United common stock between the record date for the initial mailing of election forms and the fifth business day prior to the election deadline. Each election form shall permit each holder of record of Hudson United common stock (in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to specify (i) the number of shares of Hudson United common stock which such holder desires to have converted into the right to receive TD Banknorth common stock as provided in the merger agreement and (ii) the number of shares of Hudson United common stock which such holder desires to have converted into the right to receive cash as provided in the merger agreement. The election form will contain instructions for endorsing and surrendering your Hudson United common stock certificates.

      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 Hudson United (which date shall not be earlier than 15 business days after the initial mailing date and no later than the effective time of the merger). Any holder of Hudson United common stock who had made an election by submitting an election form to the exchange agent will be able to change such holder’s election by submitting a revised election form, properly completed and signed, to the exchange agent prior to the election deadline. Any holder of Hudson United common stock who fails properly to submit an election form on or before the election deadline in accordance with applicable procedures or shall have acquired Hudson United common stock after the record date for the second mailing of election forms by the exchange agent shall be deemed to have elected to have such shares of Hudson United common stock converted into the right to receive TD Banknorth common stock pursuant to the merger agreement.

70

      A Hudson United shareholder’s election for cash or stock is potentially subject to proration because the amount of cash TD Banknorth will pay in the merger is fixed at $941,790,000, and that amount will likely either be oversubscribed or undersubscribed. For example:

•  if the product of (i) the value to be paid for each share of Hudson United common stock and (ii) the number of shares of Hudson United common stock for which cash is elected exceeds $941,790,000, the amount of cash to be paid to each Hudson United shareholder electing to receive cash will be reduced on a pro rata basis, and the shareholders will instead receive stock for any shares of Hudson United common stock for which they do not receive cash. In that case, each Hudson United shareholder electing to receive only shares of TD Banknorth common stock will receive the full merger consideration for his or her shares of Hudson United common stock in TD Banknorth common stock.

•  If the product of (i) the cash to be paid for each share of Hudson United common stock and (ii) the number of shares of Hudson United common stock for which cash is elected is less than $941,790,000, the amount of TD Banknorth common stock to be distributed to each Hudson United shareholder electing to receive stock for his or her shares of Hudson United common stock will be reduced on a pro rata basis, and the shareholders will instead receive cash for any shares of Hudson United common stock for which they do not receive TD Banknorth common stock. In that case, each Hudson United shareholder electing to receive only cash will receive the full merger consideration for his or her shares of Hudson United common stock in cash.

      Some examples of the effects of the proration of the merger consideration are illustrated below (all percentages are approximate). The actual elections and the price of the TD Banknorth common stock are likely to differ, perhaps significantly. The following examples are based on the assumption that the average per share closing price of the TD Banknorth common stock during the ten trading-day measurement period prior to completion of the merger is $29.96, the closing price for the TD Banknorth common stock on July 11, 2005, and also reflect a ten percent decrease and increase in that price to $26.96 and $32.96, respectively. The percentage of shares electing cash are shown for illustrative purposes only.

If 85% of Shares Elect

If 15% of Shares Elect

Cash, Then:

Cash, Then:

(a) Shareholders Electing Stock will

Receive All TD Banknorth Common

(a) Shareholders Electing Cash will

Stock, and

Receive All Cash, and

(b) Shareholders Electing Cash will

(b) Shareholders Electing Stock will

Receive the Merger Consideration in

Receive the Merger Consideration in

Stock and Cash in Accordance with the

Stock and Cash in Accordance with the

Following Percentages:

Following Percentages:

% of Merger

% of Merger

Consideration in

% of Merger

Consideration in

% of Merger

TD Banknorth Average Price Per Share

TD Banknorth

Consideration

TD Banknorth

Consideration

During Pre-Closing Measurement Period

Common Stock

in Cash

Common Stock

in Cash

$32.96

45

%

55

%

63

%

37

%

$29.96

42

58

60

40

$26.96

39

61

57

43

      Adjustments to Preserve Tax Treatment. The merger agreement provides that if opinions of counsel to Hudson United and TD Banknorth to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, which are a condition to the obligations of Hudson United and TD Banknorth to complete the merger, respectively, cannot be rendered because a counsel charged with providing such an opinion reasonably determines that the merger may not satisfy the continuity of interest requirements applicable to such a reorganization, then TD Banknorth shall reduce the number of shares of Hudson United common stock to be converted into cash and correspondingly increase the number of shares of Hudson United common stock to be converted into TD Banknorth common stock to the minimum extent necessary to enable counsel to render such tax opinions. Based on existing regulations and judicial precedent, TD Banknorth common stock would have to

71

represent less than approximately 40% of the aggregate merger consideration at the time of completion of the merger in order for these circumstances to occur, which would occur if the closing price of the TD Banknorth common stock as of the date of completion of the merger was more than 45% less than the closing price of the TD Banknorth common stock on the date preceding public announcement of the merger agreement, which Hudson United and TD Banknorth consider unlikely.

Exchange of Hudson United Stock Certificates

      General. Immediately prior to completion of the merger, TD Banknorth will cause to be deposited with the exchange agent evidence in book-entry form of the number of shares of TD Banknorth common stock issuable, and an amount of cash payable, pursuant to the merger agreement in exchange for certificates which previously represented shares of Hudson United common stock.

      Promptly following completion of the merger, TD Banknorth will cause the exchange agent to send to each holder of a Hudson United stock certificate who has not previously submitted an election form and Hudson United common stock certificates in accordance with the procedures described above a letter of transmittal and instructions for use in surrendering Hudson United stock certificates.

      The exchange agent will deliver evidence in book-entry form of shares of TD Banknorth common stock and/or a check in payment of the appropriate amount of cash merger consideration promptly following completion of the merger and its receipt of the properly completed election form or transmittal materials together with certificates representing a holder’s shares of Hudson United common stock.

      Hudson United stock certificates may be exchanged for shares of TD Banknorth common stock and/or cash with the exchange agent for up to 12 months after the completion of the merger. At the end of that period, any portion of the merger consideration which remains unclaimed will be returned to TD Banknorth. Any holders of Hudson United stock certificates who have not exchanged their certificates will then be entitled to look only to TD Banknorth, and only as general creditors of TD Banknorth, for evidence in book-entry form of shares of TD Banknorth common stock and/or cash to be received as merger consideration.

      Until you exchange your Hudson United stock certificates for TD Banknorth common stock, you will not receive any dividends or other distributions in respect of any shares of TD Banknorth common stock you are entitled to receive in connection with the merger. Once you exchange your Hudson United stock certificates, you will receive, without interest, any dividends or distributions with a record date after the effective time of the merger and payable with respect to your shares of TD Banknorth common stock acquired in the merger.

      If your Hudson United stock certificate has been lost, stolen or destroyed you may receive the merger consideration upon the making of an affidavit of that fact. TD Banknorth may require you to post a bond in a reasonable amount as an indemnity against any claim that may be made against TD Banknorth with respect to the lost, stolen or destroyed Hudson United stock certificate.

      After completion of the merger, there will be no further transfers on the stock transfer books of Hudson United.

      Hudson United common stock certificates should NOT be sent to Hudson United or TD Banknorth at this time. Hudson United shareholders will receive instructions for surrendering their certificates with their election form, and those Hudson United shareholders who do not send in a completed election form will receive a separate letter of transmittal after completion of the merger.

Conversion of Hudson United Stock Options

      At the effective time of the merger, each outstanding and unexercised option to purchase shares of Hudson United common stock granted under Hudson United’s stock option plans will cease to represent a right to acquire shares of Hudson United common stock and will be converted automatically into an option to purchase shares of TD Banknorth common stock, and TD Banknorth will assume each Hudson United

72

stock option, in accordance with the terms of the Hudson United stock option plan and stock option agreement by which the stock option is evidenced, including without limitation all terms pertaining to the acceleration and vesting of the holder’s option exercise rights, except that from and after the effective time of the merger:

•  TD Banknorth and the human resources committee of the board of directors of TD Banknorth shall be substituted for Hudson United and the Hudson United board of directors or duly authorized board committee administering the Hudson United stock option plans;

•  each Hudson United stock option assumed by TD Banknorth will be exercisable solely for shares of TD Banknorth common stock;

•  the number of shares of TD Banknorth common stock subject to such Hudson United stock option will be equal to the number of shares of Hudson United common stock subject to such Hudson United stock option immediately before the effective time of the merger multiplied by the exchange ratio, with any fractional interest rounded down to the nearest share; and

•  the per share exercise price under each such Hudson United stock option will be adjusted by dividing the per share exercise price under each such Hudson United stock option by the exchange ratio, rounded down to the nearest cent.

      Pursuant to the merger agreement, TD Banknorth agreed to file a registration statement under the Securities Act of 1933, as amended, to register the shares of TD Banknorth common stock issuable upon exercise of the substitute stock options to be issued pursuant to the merger agreement within one business day after consummation of the merger, and to use its reasonable efforts to maintain the current status of the prospectus(es) contained in the registration statement so long as such options remain outstanding or as may be sold without a further holding period under the Securities Act of 1933, as amended.

Effective Time of the Merger

      The merger will become effective upon the filing of a certificate of merger with the Department of Treasury, Division of Commercial Recording of the State of New Jersey pursuant to the NJBCA and a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL, unless a different date and time is specified as the effective time in such documents. These documents will be filed only after the satisfaction or waiver of all conditions to the merger set forth in the merger agreement on a date selected by TD Banknorth after such satisfaction or waiver which is no later than the later of (i) five business days after such satisfaction or waiver or (ii) the first month end following such satisfaction or waiver, or on such later date as TD Banknorth and Hudson United may mutually agree upon, but in no event earlier than January 1, 2006. A closing will take place immediately prior to the effective time of the merger or on such other date as TD Banknorth and Hudson United may mutually agree upon.

      We anticipate that the merger will be completed during the first quarter of 2006. However, completion of the merger could be delayed if there is a delay in obtaining the required regulatory approvals or in satisfying any other conditions to the merger. There can be no assurance as to whether, or when, TD Banknorth and Hudson United will obtain the required regulatory approvals or complete the merger. If the merger is not completed on or before June 30, 2006, either TD Banknorth or Hudson United may terminate the merger agreement, unless the failure to complete the merger by that date is due to the failure of the party seeking to terminate the merger agreement to perform its covenants and agreements in the merger agreement. See “— Conditions to the Merger” below.

73

Conditions to the Merger

      Conditions to Each Party’s Obligations. The obligations of Hudson United and TD Banknorth to consummate the transactions contemplated by the merger agreement are subject to the satisfaction of the following conditions at or before the completion of the merger:

•  receipt of the required approvals of the shareholders of Hudson United and TD Banknorth of the merger agreement;

•  the receipt and continued effectiveness of all regulatory approvals required to consummate the merger and the other transactions contemplated by the merger agreement and the expiration of all applicable statutory waiting periods;

•  approval for the listing on the New York Stock Exchange of the shares of TD Banknorth common stock to be issued in the merger and the TD Banknorth stock sale;

•  the registration statement on Form S-4, which includes this joint proxy statement/ prospectus, remains effective under the Securities Act of 1933, as amended; and

•  the absence of any injunction or other legal prohibition against the merger or the other transactions contemplated by the merger agreement.

      Conditions to TD Banknorth’s Obligations. The obligations of TD Banknorth to consummate the transactions contemplated by the merger agreement are subject to the satisfaction or waiver of the following conditions at or before the completion of the merger:

•  the representations and warranties of Hudson United are true and correct as of the date of the merger agreement and as of the closing date for the merger (except that certain representations and warranties will be read without materiality or material adverse effect qualifications), other than, in most cases, those failures to be true and correct that would not result or reasonably be expected to result, individually or in the aggregate, in a material adverse effect on Hudson United;

•  performance in all material respects by Hudson United of the obligations required to be performed by it at or prior to the closing date for the merger;

•  there is no legal or regulatory restriction or condition applicable to the merger that would be reasonably likely to have a material adverse effect (measured on a scale relative to Hudson United) on the business or operations of either Hudson United or TD Banknorth following completion of the merger, it being agreed that any requirement by the Federal Reserve Board, the OCC or the FDIC that TD Banknorth, TD Banknorth, NA or any of TD Banknorth’s other Subsidiaries (i) be subject to any cease-and-desist order or consent agreement or (ii) be a party to any written agreement or memorandum of understanding or be a party to any order or directive as a result of the matters which are the subject of or relate to any Hudson United regulatory agreement that, in the good faith opinion of TD Banknorth, would (x) materially restrict the operations of TD Banknorth, TD Banknorth, NA or TD Banknorth’s other subsidiaries, (y) cause TD Banknorth or TD Banknorth, NA to be classified as other than “well managed” by any governmental entity or (z) adversely affect the ability of TD Banknorth or TD Banknorth, NA to have acquisitions approved by any governmental entity, shall be deemed to have such a material adverse effect on TD Banknorth for this purpose;

•  TD Banknorth’s receipt of a certificate of certain officers of Hudson United as to the number of shares of Hudson United common stock and Hudson United stock options outstanding on the closing date for the merger; and

•  receipt of an opinion of TD Banknorth’s counsel that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

74

      Conditions to Hudson United’s Obligations. The obligation of Hudson United to consummate the transactions contemplated by the merger agreement are subject to the satisfaction or waiver of the following conditions at or before the completion of the merger:

•  the representations and warranties of TD Banknorth are true and correct as of the date of the merger agreement and as of the closing date for the merger (except that certain representations and warranties will be read without materiality or material adverse effect qualifications), other than, in most cases, those failures to be true and correct that would not result or reasonably be expected to result, individually or in the aggregate, in a material adverse effect on TD Banknorth;

•  performance in all material respects by TD Banknorth of the obligations required to be performed by it at or prior to the closing date for the merger; and

•  receipt of an opinion of Hudson United’s counsel that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

Representations and Warranties

      The merger agreement contains representations and warranties made by Hudson United to TD Banknorth relating to a number of matters, including the following:

•  corporate or other organization and similar matters of Hudson United and its subsidiaries;

•  capital structure;

•  corporate authorization and validity and enforceability of the merger agreement and the absence of conflicts with organizational documents, laws and agreements;

•  required approvals of and filings with governmental entities and other third parties;

•  proper filing of documents with the SEC and the accuracy of information contained in those documents, and compliance with the Sarbanes-Oxley Act and the implementation of proper disclosure controls and procedures;

•  the conformity with U.S. GAAP and SEC requirements of Hudson United’s financial statements filed with the SEC and the absence of undisclosed liabilities;

•  broker’s and finder’s fees related to the merger;

•  the absence of certain material changes or events since the date of Hudson United’s last audited financial statements;

•  the absence of litigation, investigations and injunctions;

•  tax matters;

•  employees and employee benefit plans;

•  the approval by Hudson United’s board of directors of the merger agreement and the merger and the recommendation of the merger agreement to the shareholders of Hudson United;

•  Hudson United’s possession of all permits and regulatory approvals required to conduct its business and compliance by Hudson United with applicable laws and regulations;

•  the existence, validity and absence of defaults under material contracts;

•  agreements with or directives from regulatory agencies;

•  title to real and personal property and the validity of and absence of defaults relating to leases for leased property;

•  adequacy of insurance coverage;

•  environmental matters;

75

•  the receipt of the opinion of Hudson United’s financial advisor as to the fairness, from a financial point of view, of the merger consideration to Hudson United’s shareholders;

•  ownership and validity of intellectual property rights;

•  labor matters;

•  the nature of, absence of defaults relating to and financial position with respect to derivative instruments and transactions;

•  compliance with the Investment Advisers Act of 1940, as amended, and the Investment Company Act of 1940, as amended;

•  loan matters;

•  the inapplicability of takeover statutes to Hudson United, the merger agreement and the transactions contemplated thereby;

•  the completeness of Hudson United’s corporate records;

•  the ability to obtain required regulatory approvals from governmental agencies; and

•  the accuracy of Hudson United’s representations and warranties.

      The merger agreement also contains representations and warranties by TD Banknorth to Hudson United relating to a number of matters, including the following:

•  corporate or other organization and similar matters;

•  capital structure;

•  authorization and validity of the merger agreement and the absence of conflicts with organizational documents, laws and agreements;

•  required approvals of and filings with governmental entities and other third parties;

•  proper filing of documents with the SEC and the accuracy of information contained in those documents, and compliance with the Sarbanes-Oxley Act and the implementation of proper disclosure controls and procedures;

•  the conformity with U.S. GAAP and SEC requirements of TD Banknorth’s financial statements and the absence of undisclosed liabilities;

•  broker’s and finder’s fees related to the merger;

•  the absence of certain material changes or events since the date of TD Banknorth’s last audited financial statements;

•  the absence of litigation, investigations and injunctions;

•  tax matters;

•  employees and employee benefit plans;

•  the approval by TD Banknorth’s board of directors of the merger agreement and the transactions contemplated thereby and the recommendation of the merger agreement to the shareholders of TD Banknorth;

•  TD Banknorth’s possession of all permits and regulatory approvals required to conduct its business and compliance by TD Banknorth with applicable laws and regulations;

•  agreements with or directives from regulatory agencies;

•  environmental matters;

•  labor matters;

76

•  the nature of, absence of defaults relating to and financial position with respect to derivative instruments and transaction;

•  compliance with the Investment Advisers Act of 1940, as amended, and the Investment Company Act of 1940, as amended;

•  loan matters;

•  the availability of adequate funds to pay the cash portion of the merger consideration;

•  the ability to obtain required regulatory approvals from governmental entities; and

•  the accuracy of TD Banknorth’s representations and warranties.

      Certain of these representations and warranties are qualified as to “materiality” or “material adverse effect.” For purposes of the merger agreement, “material adverse effect” means with respect to Hudson United or TD Banknorth, as the case may be, a material adverse effect on the business, results of operations or financial condition of that party and its subsidiaries taken as a whole or a material adverse effect on that party’s ability to consummate the transactions contemplated by the merger agreement on a timely basis, other than an effect that is caused by:

•  changes applicable to banks or their holding companies generally in

—  laws, rules or regulations of general applicability or published interpretations by courts or governmental authorities;

—  generally accepted accounting principles in the United States; or

—  regulatory accounting requirements;

•  the announcement of the merger agreement or any action or omission of either party or any subsidiary of either party required under the merger agreement or taken or omitted to be taken with the express written permission of the other party;

•  changes in general economic or capital market conditions affecting banks or their holding companies generally; or

•  changes or events affecting the financial services industry generally and not specifically relating to TD Banknorth or Hudson United or their respective subsidiaries, as the case may be.

      Any decrease in the trading or market prices of TD Banknorth’s common stock or Hudson United’s common stock will not by itself be deemed to be a material adverse effect.

      In the case of Hudson United, the issuance of an order to cease and desist by a governmental entity against Hudson United or any Hudson United subsidiary after the date of the merger agreement and prior to the completion of the merger, or the assessment of any civil monetary penalty in an amount which exceeds $2.0 million on Hudson United or any Hudson United subsidiary by a governmental entity after the date of the merger agreement and prior to the completion of the merger in connection with the noncompliance by Hudson United or any Hudson United subsidiary with an existing Hudson United regulatory agreement shall be deemed to be a material adverse effect on Hudson United for purposes of the merger agreement.

      The representations and warranties in the merger agreement do not survive the effective time of the merger and, as described below under “— Termination of the Merger Agreement” beginning on page 96, if the merger agreement is validly terminated there will be no liability under the representations and warranties, or otherwise under the merger agreement, unless the party willfully breached the merger agreement.

77

Business Pending the Merger

      Conduct of Business of Hudson United Pending the Merger. Hudson United has agreed that, prior to the completion of the merger, it and its subsidiaries will conduct their respective businesses in the ordinary course of business consistent with past practice and use reasonable best efforts to preserve intact their respective business organization, authorizations from governmental entities and business relationships and to retain its officers and key employees. Hudson United also agreed, on behalf of itself and its subsidiaries, to take no action that would reasonably be expected to adversely affect or delay the receipt of any required regulatory approvals needed to complete the merger and the other transactions contemplated by the merger agreement.

      Hudson United also agreed that except as set forth in the merger agreement or as otherwise agreed to by TD Banknorth, during the period from the date of the merger agreement to the completion of the merger, Hudson United shall not, nor permit any of its subsidiaries to, without the prior written consent of TD Banknorth:

•  adjust, split, combine, reclassify any of its capital stock, or redeem, repurchase or otherwise acquire any of its capital stock;

•  pay any dividends or other distributions on its capital stock, other than, subject to the provisions of the merger agreement which require Hudson United to coordinate the declaration of any dividends in respect of the Hudson United common stock and the record dates and payment dates relating thereto with that of the TD Banknorth common stock, regular quarterly dividends equal to the rate paid during the fiscal quarter immediately preceding the date of the merger agreement, dividends paid by subsidiaries of Hudson United and dividends on trust preferred securities;

•  issue additional shares of its capital stock, except pursuant to the exercise of existing stock options, or issue any voting debt;

•  enter into any new line of business or change its lending, investment, risk and asset-liability management and other material banking or operating policies in any material respect;

•  dispose of any material assets;

•  make any acquisition of or investment in any other person or of assets of another person, except for:

—  foreclosures, restructurings and other similar acquisitions in connection with securing or collecting debts previously contracted in the ordinary course of business;

—  purchases of investment securities in the ordinary course of business consistent with past practice; and

—  loans originated or acquired in accordance with the loan restrictions described below;

•  incur any indebtedness for borrowed money, issue any debt securities or guarantee the obligations of any person, except in the ordinary course of business consistent with past practice;

•  enter into new, or amend, terminate or waive rights under, any material contract, except in the ordinary course of business consistent with past practice;

•  foreclose on or take a deed or title to any multi-family residential or commercial real estate without first conducting a specified environmental assessment of the property, or foreclose or take a deed or title to any multi-family residential or commercial real estate if that assessment indicates the presence of a hazardous substance;

•  subject to some exceptions,

—  increase the compensation or fringe benefits of, or pay any incentive or bonus payments to, or grant severance or termination payment to, any present or former director, officer or employee of Hudson United or its subsidiaries;

78

—  establish, amend or terminate any Hudson United employee benefit plan;

—  increase the funding obligation or contribution rate of specified Hudson United employee benefit plans; or

—  increase the size of Hudson United’s board of directors.

•  make any capital expenditures in excess of $3.0 million in the aggregate, other than budgeted expenditures disclosed to TD Banknorth;

•  open, relocate or close any branch office or loan production or servicing facility or make an application to do so;

•  make or acquire any loan or issue a commitment for any loan with a principal balance in excess of $10 million (TD Banknorth will be deemed to have consented to any such loan if it does not object within three days following receipt of notification from Hudson United);

•  engage in any material transaction or incur any material obligation except in the ordinary course of business consistent with past practice;

•  make payments or loans to, or transfer or lease any assets to, or enter into any arrangement with, any of its officers or directors or any of their immediate family members or other related parties, except in the ordinary course of business consistent with past practice and, with respect to compensation, in compliance with other covenants relating thereto;

•  pay or otherwise satisfy any claim, including settling any litigation:

—  relating to the merger agreement or the transactions contemplated thereby or

—  that requires the payment by Hudson United of an amount, individually or in the aggregate, in excess of $500,000, or if not requiring the payment of money, otherwise restricts the business of Hudson United or any of its subsidiaries in any material respect, other than the payment of liabilities not relating to the merger agreement or the transactions contemplated thereby in the ordinary course of business consistent with past practice;

•  amend its certificate of incorporation, bylaws or similar governing documents, or enter into an agreement relating to a business combination, liquidation or similar transaction;

•  restructure or materially change its investment securities portfolio policy or the manner in which the portfolio is classified or reported; or invest in any mortgage-backed or mortgage related securities which would be considered “high-risk” securities under applicable regulatory pronouncements;

•  make any material change in its policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service loans;

•  take any action that is intended or would reasonably be expected to result in (i) any of the conditions to the closing of the merger not being satisfied or a required regulatory approval not being obtained without the imposition of a condition that is reasonably expected to have a material adverse effect on Hudson United or TD Banknorth after the merger or (ii) a material violation of any provision of the merger agreement;

•  except as required by law or GAAP, make any changes in its accounting methods or method of tax accounting, practices or policies;

•  enter into any securitizations of any loans or create any special purpose funding or variable interest entity;

79

•  make or change any material tax election, file any material amended tax returns, settle or compromise any material tax liability of Hudson United or any of its subsidiaries or surrender any right to claim a material tax refund, in each case other than in the ordinary course of business consistent with past practice (for purposes of this restriction, material means $500,000 or more of taxes); or

•  agree to, or make any commitment to, take any of the above restricted actions.

      Conduct of Business of TD Banknorth Pending the Merger. TD Banknorth has agreed that, prior to the completion of the merger, it and its subsidiaries will use reasonable best efforts to preserve intact their respective business organization, authorizations from governmental entities and business relationships and to retain its officers and key employees. TD Banknorth also agreed, on behalf of itself and its subsidiaries, to take no action that would reasonably be expected to adversely affect or delay the receipt of any required regulatory approvals needed to complete the merger and the other transactions contemplated by the merger agreement.

      TD Banknorth also agreed that, except as permitted by the merger agreement or as required by applicable law, during the period from the date of the merger agreement to the completion of the merger, TD Banknorth shall not, and shall permit any of its subsidiaries to, without the prior written consent of Hudson United:

•  amend its certificate of incorporation, bylaws or similar governing documents in a manner that would materially and adversely affect the economic benefits of the merger to the holders of Hudson United common stock;

•  declare or pay any extraordinary or special dividends on or make any other extraordinary or special distributions in respect of its capital stock, provided that this restriction shall not prohibit TD Banknorth from increasing the regular quarterly dividend on the TD Banknorth common stock; or

•  except in satisfaction of debts previously contracted, make any material acquisition of, or investment in, assets or stock of any other person to the extent that such material acquisition or investment has, or would reasonably be expected to have, a material adverse effect on TD Banknorth;

•  except as required by law or GAAP, make any change in its accounting methods;

•  take any action that is intended or would reasonably be expected to result in (i) any of the conditions to closing the merger not being satisfied or a required regulatory approval not being obtained without the imposition of a condition that is reasonably expected to have a material adverse effect on Hudson United or TD Banknorth after the merger or (ii) a material violation of any provision of the merger agreement; or

•  agree to, or make any commitment to, take any of the above restricted actions.

Shareholder Meetings and Covenants to Recommend the Merger Agreement

      Hudson United Shareholder Meeting and Covenant to Recommend. The merger agreement requires Hudson United to call and hold a special meeting of its shareholders to approve the merger agreement. The board of directors of Hudson United has agreed to recommend that Hudson United’s shareholders vote in favor of approval of the merger agreement and to not withdraw, modify or qualify in any manner adverse to TD Banknorth its recommendation to Hudson United’s shareholders to approve the merger agreement or to take any other action or make any other public statement in connection with the meeting of Hudson United’s shareholders inconsistent with its recommendation (referred to herein as a “change in

80

Hudson United recommendation”), except that Hudson United’s board of directors may effect a change in Hudson United recommendation if and only to the extent that:

•  Hudson United has complied in all material respects with its obligations under the no solicitation covenant of the merger agreement, which is described under “— No Solicitation of Other Acquisition Proposals by Hudson United” below;

•  Hudson United’s board of directors, after consultation with outside counsel, determines in good faith that the failure to effect a change in Hudson United recommendation would result in a violation of the board’s fiduciary duties under applicable law; and

•  Hudson United has received an unsolicited bona fide acquisition proposal (as described below) from a third party which its board of directors concludes in good faith constitutes a superior proposal (as described below), after

—  giving at least five business days’ notice to TD Banknorth of its intention to effect a change in Hudson United recommendation, specifying the material terms and conditions of the superior proposal and furnishing TD Banknorth a copy of the relevant proposed transaction agreement, if any, and

—  negotiating with TD Banknorth during this period of not less than five business days to improve the terms of the merger agreement so that the acquisition proposal ceases to be a superior proposal after giving effect to any adjustments which may be offered by TD Banknorth pursuant to these negotiations.

      For purposes of the merger agreement,

•  an “acquisition proposal” means a proposal, offer or transaction (other than a proposal or offer made by TD Banknorth or its affiliates) relating to any merger, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Hudson United or any of its subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of Hudson United, or any sale or other disposition of assets (including stock of Hudson United subsidiaries) and/or liabilities that constitute 10% or more of the net revenues, net income or assets of Hudson United and its subsidiaries, taken as a whole, or any purchase or other acquisition or tender offer or exchange offer that if consummated would result in such person beneficially owing 10% or more of the outstanding shares of common stock of Hudson United or any subsidiary of Hudson United whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of Hudson United; and

•  a “superior proposal” means a bona fide written acquisition proposal to acquire a majority of the consolidated assets of Hudson United and its subsidiaries, or a majority of the voting securities of Hudson United, which the board of directors of Hudson United concludes in good faith to be more favorable to the shareholders of Hudson United, from a financial point of view, than the merger after receiving the advice of its financial advisor, taking into account the likelihood of consummation of such transaction on the terms set forth therein and taking into account all appropriate legal (with the advice of outside counsel), financial (including the financing terms of the proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law.

      TD Banknorth Shareholder Meeting and Covenant to Recommend. The merger agreement requires TD Banknorth to call and hold a special meeting of its shareholders to approve and adopt the merger agreement. The board of directors of TD Banknorth has agreed to recommend that TD Banknorth’s shareholders vote in favor of approval and adoption of the merger agreement. The Toronto-Dominion Bank, in its capacity as the majority shareholder of TD Banknorth, has agreed to vote for approval and adoption of the merger agreement at the TD Banknorth special meeting at which it will be considered by such shareholders.

81

No Solicitation of Other Acquisition Proposals by Hudson United

      The merger agreement precludes Hudson United, its subsidiaries and their respective directors and officers, and requires Hudson United to use its reasonable best efforts to preclude its and its subsidiaries’ employees, agents and representatives from, directly or indirectly:

•  initiating, soliciting or knowingly encouraging or knowingly facilitating any inquiries or the making of any proposal or offer from any person with respect to, or a transaction that could reasonably be expected to lead to, an acquisition proposal;

•  having any discussions with, or providing any confidential information or data to, any person relating to an acquisition proposal, or engaging in any negotiations concerning an acquisition proposal, or knowingly facilitating any effort or attempt to make or implement an acquisition proposal;

•  approving or recommending, or proposing to approve or recommend, any acquisition proposal; or

•  approving or recommending, or proposing to approve or recommend, or executing or entering into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any acquisition proposal or proposing or agreeing to do any of the foregoing.

      Notwithstanding the foregoing, if Hudson United receives an unsolicited bona fide acquisition proposal prior to obtaining the required approval of the shareholders of Hudson United of the merger agreement, Hudson United may participate in negotiations or discussions with, or provide confidential information or data to, the person making that acquisition proposal if:

•  Hudson United’s board of directors concludes in good faith that the acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal;

•  Hudson United’s board of directors, after consultation with outside counsel, determines in good faith that the failure to take those actions would result in a violation of the board’s fiduciary duties under applicable law;

•  prior to providing any confidential information to the person making the inquiry or proposal, Hudson United enters into a confidentiality agreement with the person making the inquiry or proposal having terms that are no less favorable to Hudson United than those in the confidentiality agreement between TD Banknorth and Hudson United; and

•  Hudson United provides TD Banknorth with a copy of any confidential information or data provided to such person making the inquiry or proposal.

      Hudson United has agreed to, and to cause its subsidiaries, advisors, employees and other agents to, cease immediately any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to July 11, 2005 with respect to any acquisition proposal and to use its reasonable best efforts to enforce any standstill, confidentiality or similar agreement relating to any acquisition proposal, including by requiring other parties to promptly return or destroy any confidential information previously furnished.

      Hudson United also agreed to promptly (within one business day) following the receipt of any acquisition proposal, advise TD Banknorth of the substance of the proposal, including the identity of the person making the proposal, and to keep TD Banknorth apprised of any related developments, discussions and negotiations on a current basis (and, in any event, within 48 hours of such developments, discussions or negotiations).

      The merger agreement provides that the above-described no solicitation restrictions do not prohibit Hudson United and its board of directors from complying with Rules 14d-9 and 14e-2 under the Securities Exchange Act of 1934 with regard to an acquisition proposal, provided that any such disclosure may be deemed to be a change in Hudson United recommendation unless the board of directors expressly

82

reaffirms its recommendation of the merger agreement in such disclosure. See “— Termination of the Merger Agreement” beginning on page 96.

Other Covenants

      Reasonable Best Efforts Covenant. TD Banknorth and Hudson United have agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all actions necessary, proper or advisable to comply with all legal requirements with respect to the merger and the other transactions contemplated by the merger agreement, to complete the merger and the other transactions contemplated by the merger agreement and to obtain any governmental and third-party approvals required in connection with the merger and such other transactions. However, neither Hudson United nor TD Banknorth is required to take any action referred to above if the taking of that action is reasonably likely to result in a condition or restriction that would be reasonably likely to have or result in a material adverse effect on Hudson United or TD Banknorth.

      Certain Other Covenants. The merger agreement contains additional covenants, including covenants relating to the filing of this joint proxy statement/ prospectus, cooperation regarding filings and proceedings with governmental and other agencies and organizations and obtaining required consents, certain transitional matters, the listing of shares of TD Banknorth common stock to be issued in the merger and the TD Banknorth stock sale on the New York Stock Exchange, the sharing of information regarding Hudson United’s businesses and obtaining appropriate agreements from Hudson United affiliates.

Regulatory Approvals

      Consummation of the merger is subject to prior receipt of all required approvals and consents of the merger and the bank merger by all applicable federal and state regulatory authorities.

      Federal Reserve Board. The merger is subject to the prior approval of or waiver from the Federal Reserve Board under Section 3 of the Bank Holding Company Act of 1956, as amended. Pursuant to the Bank Holding Company Act, the Federal Reserve Board may not approve the merger if:

•  such transaction would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States; or

•  the effect of such transaction, in any section of the country, may be to substantially lessen competition, or tend to create a monopoly, or in any manner restrain trade,

unless in each case the Federal Reserve Board finds that the anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the communities to be served. In every case, the Federal Reserve Board is required to consider the financial and managerial resources and future prospects of the bank holding company or companies and the banks concerned, the convenience and needs of the communities to be served and the effectiveness of the parties in combating money-laundering activities. Under the Community Reinvestment Act of 1977, the Federal Reserve Board also must take into account the record of performance of each participating bank holding company in meeting the credit needs of the entire community, including low and moderate-income neighborhoods, served by each bank holding company and its subsidiaries. In addition, the Bank Holding Company Act requires that the Federal Reserve Board take into account the record of compliance of each bank holding company with applicable state community reinvestment laws. Applicable regulations require publication of notice of an application for approval of the merger and an opportunity for the public to comment on the application in writing and to request a hearing.

      Any bank holding company merger approved by the Federal Reserve Board may not be completed until 30 days after such approval, during which time the U.S. Department of Justice may challenge the transaction on antitrust grounds and seek divesture of certain assets and liabilities. The commencement of an antitrust action would stay the effectiveness of an approval unless a court specifically ordered otherwise.

83

With the approval of the Federal Reserve Board and the concurrence of the U.S. Department of Justice, the waiting period may be reduced to no less than 15 days.

      OCC. The parties intend to merge Hudson United’s banking subsidiary, Hudson United Bank, into TD Banknorth, NA immediately following the merger of Hudson United into TD Banknorth. The bank merger is subject to the prior approval of the Office of the Comptroller of the Currency of the United States, or OCC, under the Bank Merger Act. The OCC will review the bank merger under statutory criteria which are substantially the same as those required to be considered by the Federal Reserve Board in evaluating transactions for approval under Section 3 of the Bank Holding Company Act, as discussed above. Applicable regulations require publication of notice of the application for approval of the bank merger and an opportunity for the public to comment on the application in writing and to request a hearing.

      Any bank merger approved by the OCC may not be completed until 30 days after such approval, during which time the U.S. Department of Justice may challenge such transaction on antitrust grounds and seek divestiture of certain assets and liabilities. The commencement of an antitrust action would stay the effectiveness of an approval unless a court specifically ordered otherwise. With the approval of the OCC and the concurrence of the U.S. Department of Justice, the waiting period may be reduced to no less than 15 days.

      State Approvals and Notices. The prior approval of the Superintendent of the Bureau of Financial Institutions of the State of Maine is required under Section 1015 of Title 9-B of the Maine Revised Statutes for the acquisition by a Maine financial institution holding company such as TD Banknorth of more than 5% of the voting shares of a financial institution located outside of Maine. Under Maine law, the Maine Superintendent shall not approve an application for such a transaction unless he determines, after a consideration of all relevant evidence, that it would contribute to the financial strength and success of the applicant and promote the convenience and advantage of the public.

      Pursuant to Section 17:9A-411 of the New Jersey Banking Act of 1948, the parties must give written notice of the merger to the New Jersey Commissioner of Banking and Insurance at least 15 days before the effective date of the merger. Pursuant to Section 17:9A-148B of the New Jersey Banking Act, Hudson United Bank will provide the New Jersey Commissioner of Banking and Insurance with notice that Hudson United has approved the bank merger agreement in its capacity as the sole stockholder of Hudson United Bank following approval of the merger agreement by the shareholders of Hudson United.

      Other Regulatory Authorities. Notifications and other filings are required to be filed with certain state regulatory authorities in connection with the acquisition or change in control of certain subsidiaries of Hudson United Bank, including subsidiaries engaged in insurance brokerage activities and insurance premium financing.

      Status of Applications and Notices. TD Banknorth and Hudson United have filed all required applications and notices with applicable regulatory authorities in connection with the merger and the bank merger. There can be no assurance that all requisite approvals will be obtained, that such approvals will be received on a timely basis or that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on TD Banknorth. If any such condition or requirement is imposed, TD Banknorth may elect not to consummate the merger. See “— Conditions to the Merger” beginning on page 74.

Financial Interests of Executive Officers and Directors of Hudson United in the Merger

      Hudson United’s directors and certain of its executive officers have interests in the merger as individuals which are in addition to, or different from, their interests as shareholders of Hudson United. The Hudson United board of directors was aware of these factors and considered them, among other matters, in approving the merger agreement. These interests are both summarized and described in detail below.

84

      Summary of Benefits. The following summarizes the financial interests of Mr. Neilson, the Chairman, President and Chief Executive Officer of Hudson United, in the merger:

•  Severance benefits of approximately $1.3 million under the Hudson United Employee Severance Plan, which will be paid on or before December 2005 for tax planning purposes, plus continuation of medical insurance at employee rates for 52 weeks,

•  Consulting fees of $600,000 pursuant to a new two-year consulting agreement,

•  Approximately $1.1 million as a result of the accelerated vesting of his 72,001 unvested stock options for Hudson United common stock, and

•  Approximately $3.1 million as a result of the accelerated vesting of his unvested 72,300 shares of Hudson United restricted stock.

      The above benefits for Mr. Neilson aggregate $6.1 million and exclude the $2.6 million he received in December 2004 upon termination of his prior change in control, severance and employment agreement. The above amount also excludes (1) Mr. Neilson’s vested benefits under the various benefit plans of Hudson United, including a supplemental employees retirement plan (“SERP”), (2) the value of Mr. Neilson’s vested stock options to purchase Hudson United common stock, (3) the value of the Hudson United common stock which Mr. Neilson owns directly or indirectly and (4) the value to Mr. Neilson of the continued indemnification and insurance to be provided to all directors and officers of Hudson United.

      The following summarizes the financial interests in the merger of Thomas J. Shara, Jr., Thomas R. Nelson, James Nall and James Mayo, each of whom is an executive officer of Hudson United:

•  Severance benefits of approximately $899,000 to Mr. Shara, $856,000 to Mr. Nelson, $471,000 to Mr. Nall and $319,000 to Mr. Mayo under the Hudson United Employee Severance Plan, plus continuation of medical insurance at employee rates for 52 weeks if their employment is terminated within the first 24 months following completion of the merger, except that the amounts for Messrs. Shara and Nelson would be approximately $450,000 and $428,000, respectively, if their employment is terminated after the one-year anniversary of the completion of the merger and prior to the two-year anniversary of such completion.

•  New restricted stock units for TD Banknorth common stock having an initial value at the time of grant of approximately $450,000 for Mr. Shara, $428,000 for Mr. Nelson, $471,000 for Mr. Nall and $319,000 for Mr. Mayo, with the grants to begin vesting on the three-year anniversary of the completion of the merger if the executive is still employed by TD Banknorth or any of its subsidiaries at such time,

•  As a result of the accelerated vesting of unvested stock options for Hudson United common stock, approximately $246,000 for Mr. Shara, $246,000 for Mr. Nelson, $0 for Mr. Nall and $164,000 for Mr. Mayo,

•  As a result of the accelerated vesting of unvested restricted stock awards for Hudson United common stock, approximately $826,000 for Mr. Shara, $826,000 for Mr. Nelson, $441,000 for Mr. Nall and $0 for Mr. Mayo, and

•  Approximately $1.2 million to Mr. Nall as a result of additional years of service being credited to him under his SERP participation agreement.

      The above benefits aggregate $1,971,000 for Mr. Shara, $1,928,000 for Mr. Nelson, $2,112,000 for Mr. Nall and $483,000 for Mr. Mayo. These benefits exclude the lump sum payments in December 2004 of $899,000 to Mr. Shara, $855,500 to Mr. Nelson, $0 to Mr. Nall and $306,800 to Mr. Mayo upon termination of the executive’s prior change in control, severance and employment agreement. The above amounts also exclude (1) the value of the new restricted stock units to be granted, as such awards will vest only if the executive remains employed and does not receive benefits under the Hudson United Employee Severance Plan, (2) each executive’s vested benefits under the various benefit plans of Hudson

85

United, including the SERP, (3) the value of each executive’s vested stock options to purchase Hudson United common stock, (4) the value of the Hudson United common stock which each executive owns directly or indirectly and (5) the value to each executive of the continued indemnification and insurance to be provided to all directors and officers of Hudson United.

      The following summarizes the financial interests of the seven non-employee directors of Hudson United in the merger:

•  Severance benefits of approximately $1.3 million in the aggregate under the Hudson United Directors Severance Plan, and

•  Annual retainer fees for serving on an advisory board of approximately $25,000 per year in the aggregate, plus fees for attending meetings.

      The above amounts exclude (1) the value of the Hudson United common stock which each non-employee director owns directly or indirectly and (2) the value to each non-employee director of the continued indemnification and insurance to be provided to all directors and officers of Hudson United.

      Hudson United Employee Severance Plan. Executive officers and employees of Hudson United are entitled to specified severance and other benefits under the Hudson United severance plan in the event that Hudson United terminates the participant’s employment either before a change in control (which would include the merger) or within 12 months following a change in control due to conversion of a full-time position to a part-time position (and the participant refuses to accept the new position), a reduction in force or an involuntary termination for reasons other than gross misconduct. Severance pay shall be payable in a lump sum on the first regularly scheduled payroll date that occurs at least ten business days after the later of (i) the date the plan administrator receives from the participant a signed separation agreement and general release, (ii) the expiration of the revocation period set forth in the release and (iii) the date of termination, provided that such payment shall be delayed for key employees for six months to the extent required by Section 409A of the Internal Revenue Code. The receipt of any severance pay under the Hudson United severance plan is conditioned on a written release of all claims against Hudson United in the form provided by the plan administrator. In addition, in the case of the chairman, president and chief executive officer and any executive vice president of Hudson United, the receipt of severance pay is conditioned on the receipt of an executed two-year non-compete agreement pursuant to the severance plan.

      At the request of TD Banknorth, the Hudson United severance plan was amended by Hudson United in connection with its approval of the merger agreement to increase the benefits to participants thereunder and thus enhance its ability to retain employees of Hudson United before and following the merger. Under the amended severance plan, the amount of severance pay to an executive vice president of Hudson United and its chairman, president and chief executive officer is equal to 52 weeks of the officer’s base salary plus an amount equal to the highest annual bonus received during or for the two calendar years immediately preceding the date of termination of the officer’s employment, provided that in no event shall the aggregate severance pay exceed two times the officer’s base salary. Severance benefits also include continuation of medical insurance at employee rates for the period covered by the severance pay. In addition, each participant who becomes entitled to severance pay under the Hudson United severance plan shall be deemed to be 100% vested in the participant’s matching contribution account under the Hudson United Savings and Investment Plan.

      Subsequent to the execution of the merger agreement, TD Banknorth provided retention letters to Thomas J. Shara, Jr., Thomas R. Nelson, James Nall and James Mayo and certain other Hudson United officers pursuant to which TD Banknorth agreed to extend from 12 months to 24 months the time period during which such officers may receive severance under the Hudson United severance plan following completion of the merger in the event their employment is involuntarily terminated for reasons other than gross misconduct. In addition, TD Banknorth agreed that if the employment of Messrs. Shara or Nelson is involuntarily terminated for reasons other than gross misconduct within the first 12 months following completion of the merger, TD Banknorth will increase their cash severance to 104 weeks of the officer’s

86

base salary plus an amount equal to two times the highest annual bonus received during or for the two calendar years immediately preceding the date of termination of the officer’s employment, provided that the aggregate severance pay shall not exceed two times the officer’s cash compensation for the preceding calendar year.

      The employment of Kenneth T. Neilson, Chairman, President and Chief Executive Officer of Hudson United, will be terminated upon completion of the merger, entitling Mr. Neilson to approximately $1.3 million pursuant to the Hudson United severance plan, subject to the terms of this plan. For tax planning purposes, the severance benefits will be paid to Mr. Neilson on or before December 30, 2005. Messrs. Shara, Nelson, Nall and Mayo will be entitled to receive approximately $900,000, $856,000, $471,000 and $319,000, respectively, in the event such officer’s employment is terminated under circumstances entitling such officer to severance and other benefits under the Hudson United severance plan or the officer’s retention letter, subject in each case to the terms of the plan or letter, as applicable. The foregoing estimates are based on the bonuses to be received by these individuals in December 2005, exclude the value of continued medical insurance and, with respect to Messrs. Shara and Nelson, assumes their employment is terminated within the first 12 months following completion of the merger.

      Payments under the Hudson United severance plan to the foregoing officers are in addition to the one-time payments made to Messrs. Neilson, Shara, Nelson and Mayo in December 2004 in connection with the termination of each executive’s change in control, severance and employment agreement with Hudson United. Hudson United transitioned to a company-wide severance plan as part of a compensation strategy which replaced the individual severance and/or change-in-control agreements previously existing between Hudson United and the named executive officers. Payments were made to the above individuals in consideration of benefits they would forego due to the transition to the new company-wide plan. The termination of contract payments to Hudson United’s named executive officers were in the amounts of $2,625,000 for Mr. Neilson, $899,000 for Mr. Shara, $855,500 for Mr. Nelson and $306,800 for Mr. Mayo. The payments under the severance plan are designed to ensure that these executives, who are instrumental to the operations of Hudson United, remain at Hudson United at least through the completion of the merger.

      Hudson United Directors Severance Plan. At the time of approval of the merger agreement, the board of directors of Hudson United approved a director’s severance plan which provides that each current director of Hudson United who ceases to be a director of Hudson United for any reason (other than a removal for cause involving a breach of the Hudson United code of conduct) will be entitled to be paid, within ten days following termination of service, a lump sum amount equal to the fees paid to the director by Hudson United in the calendar year immediately prior to the termination. Consummation of the merger will constitute a termination of service for these directors. The board adopted the severance plan in light of the extensive time and education demands on board members, as well as because Hudson United directors were provided with no retirement plan or benefits, other than informal fees paid to retired directors which would cease with the merger. The board considered not extending the severance plan to the directors joining TD Banknorth’s board, but elected to not exclude these directors because TD Banknorth board fees are substantially less than those of Hudson United, as shown below.

      For 2004, the board of directors of Hudson United and Hudson United Bank established director’s retainers and fees as follows: combined annual director’s retainer — $75,000; board meeting fees — $3,000; participation via teleconference fees — $500; committee meeting fees — $1,500; committee retainers (audit, compensation, executive, nominating/corporate governance and trust committees): chairman of the audit committee — $55,000; member of the audit committee — $40,000, chairpersons of all other committees — $35,000 and members of all other committees — $20,000. During 2004, the amount of the total retainer and meeting fees paid by Hudson United to directors Robert J. Burke, Donald P. Calcagnini, Joan David, Brian Flynn, Bryant D. Malcom, David A. Rosow and John H. Tatigian, Jr. amounted to $241,500, $169,500, $173,500, $149,000, $173,000, $202,500 and $225,000, respectively.

      Directors of TD Banknorth, other than those directors who are employed by TD Banknorth or its subsidiaries, currently receive an annual retainer of $28,000. In addition, non-employee directors of TD

87

Banknorth annually receive a restricted stock grant for $10,000 of TD Banknorth common stock and an option to purchase 2,000 shares of TD Banknorth common stock. All non-employee directors also currently receive $1,125 for attendance at each board meeting, $1,000 for attendance at each board committee meeting and reimbursement for travel time in excess of one hour at a rate of $25 per hour per meeting, up to a maximum of six hours. Directors who serve as chairs of the various board committees are paid an additional annual retainer of $4,000.

      Consulting Agreement. In connection with the execution of the merger agreement, TD Banknorth and Kenneth T. Neilson entered into a consulting agreement pursuant to which Mr. Neilson will provide consulting services to TD Banknorth for a two-year period following the merger and receive compensation of $300,000 per year. Mr. Neilson will not be required to provide consulting services for more than 20 hours per week or 80 hours in any calendar month, with the maximum monthly hours being pro-rated for the first and last month of the two-year consulting period.

      Directors of TD Banknorth. Pursuant to the merger agreement, TD Banknorth agreed to elect two non-employee members of the current Hudson United board of directors who are reasonably acceptable to TD Banknorth and meet its director eligibility requirements as Class A directors of TD Banknorth upon completion of the merger. The directors of Hudson United who have been selected to serve in this capacity are Brian Flynn and David A. Rosow. Upon completion of the merger, these persons will each receive a lump sum payment under the Hudson United Directors Severance Plan and thereafter will receive compensation on the same terms as other non-employee directors of TD Banknorth.

      Advisory Board of Directors of TD Banknorth, NA. TD Banknorth, NA maintains advisory boards of directors in each of the states in which it has offices and intends to appoint all non-employee directors of Hudson United as of the date of the merger agreement, other than the two directors who will be elected directors of TD Banknorth, to a new advisory board of directors of TD Banknorth, NA which will represent TD Banknorth’s new market areas in New Jersey, New York and Pennsylvania following the merger. Such persons will be eligible to receive compensation for services in their capacity as advisory directors in accordance with the policies of TD Banknorth, NA in effect from time to time. Currently, advisory directors receive an annual retainer of $5,000 ($7,000 for the chair) and fees for attending meetings of the advisory board and committees thereof of $600 and $200 per meeting, respectively. A pool of $15,000 also is allocated to each division president to recognize sales referrals by advisory directors.

      Accelerated Vesting of Hudson United Stock Options. Pursuant to the terms of Hudson United’s stock option plans, all outstanding unvested options to purchase shares of Hudson United common stock awarded thereunder were originally scheduled to become vested and exercisable upon the approval of the merger agreement by the shareholders of Hudson United. For tax planning purposes, TD Banknorth consented to Hudson United accelerating the vesting of all outstanding unvested options held by Mr. Neilson and any other individuals selected by the board of directors of Hudson United to December 2005. As of the date of this document, the directors and executive officers of Hudson United as a group (18 persons) held unvested options to acquire an aggregate of 151,670 shares of Hudson United common stock under Hudson United’s stock option plans, including unvested options to purchase an aggregate of 72,001, 16,000, 16,001, 0 and 10,667 shares of Hudson United common stock in the case of Messrs. Neilson, Shara, Nelson, Nall and Mayo, respectively. The aggregate difference between the purchase price to be paid in the merger (assuming a transaction value of $42.78 per share) and the exercise prices of these options is $1,105,529, $245,680, $245,789, $0 and $163,839, respectively.

      The merger agreement provides that upon completion of the merger, each outstanding and unexercised option to acquire shares of Hudson United common stock will cease to represent the right to acquire shares of Hudson United common stock and will become a right to acquire TD Banknorth common stock. The number of shares and the exercise price subject to the converted options will be adjusted for the exchange ratio in the merger, and the duration and other terms of the new TD Banknorth options will be the same as the prior Hudson United options. See “— Conversion of Hudson United Stock Options” on page 72.

88

      Accelerated Vesting of Hudson United Restricted Stock. Pursuant to the terms of the Hudson United restricted stock plan, all restrictions on outstanding restricted stock awarded thereunder were originally scheduled to lapse upon the approval of the merger agreement by the shareholders of Hudson United. For tax planning purposes, TD Banknorth consented to Hudson United causing all restrictions on the outstanding restricted stock held by Messrs. Neilson and Nall and any other individuals selected by the board of directors of Hudson United to lapse in December 2005. As of the date of this document, Messrs. Neilson, Shara, Nelson, Nall and Mayo held 72,300, 19,300, 19,300, 10,300 and 0 shares of restricted stock under the Hudson United restricted stock plan which were subject to restrictions. The aggregate value of those shares is $3,092,994, $825,654, $825,654, $440,634 and $0, respectively, assuming a transaction value of $42.78 per share. In the case of Messrs. Neilson, Shara and Nelson, these shares of restricted stock include 40,000, 9,000 and 9,000 shares of restricted stock, respectively, which were granted by Hudson United on the date of approval of the merger agreement and which vest over two years or upon an earlier change in control, which would include completion of the merger.

      Grant of New TD Banknorth Restricted Stock Units. In addition to the above awards, subsequent to the execution of the merger agreement, TD Banknorth agreed to grant to Messrs. Shara, Nelson, Nall and Mayo restricted stock units with respect to TD Banknorth common stock upon completion of the merger, provided they are still employed by Hudson United at such time. The initial dollar value of the grant will equal approximately $450,000 for Mr. Shara, $428,000 for Mr. Nelson, $471,000 for Mr. Nall and $319,000 for Mr. Mayo, based on the projected bonuses to be received by these individuals for 2005. The number of restricted stock units will equal the initial dollar value divided by the closing sales price of a share of TD Banknorth common stock on the date the merger is completed or, if such date is not a trading day, the most recent trading day prior to such date. These grants will become one-third vested on the three-year anniversary of the completion of the merger, with an additional one-third vesting at the end of year four and the end of year five, provided that the officer is still employed by TD Banknorth or any of its subsidiaries on the date of vesting. The grants will become fully vested if a change of control of TD Banknorth occurs or if the officer’s employment is terminated due to retirement, disability or death. As the restricted stock units vest, they will be paid out in cash based on the fair market value of the TD Banknorth common stock as of the applicable vesting date. TD Banknorth decided to make the foregoing awards, as well as determined their respective amounts and terms, subsequent to the execution of the merger agreement in order to enhance its ability to retain certain members of the management of Hudson United following the merger.

      Supplemental Employees Retirement Plan. Hudson United maintains a SERP which provides participants therein with a supplemental pension benefit which makes up the amount of benefits that cannot be provided under the Hudson United pension plan as a result of limitations contained in the Internal Revenue Code. Messrs. Neilson, Shara, Nall, Nelson and Mayo are participants in the SERP, and each participant has a SERP participation agreement.

      Each participant’s SERP benefit is calculated by (a) multiplying a specified percentage of the participant’s compensation by the participant’s years of credited service, (b) subtracting from the amount in clause (a) the participant’s vested pension plan benefit, and then (c) multiplying the net amount by each participant’s vesting percentage. Each of the participants is deemed to be 100% vested in his SERP benefits. The SERP benefits are payable in the form of an annuity which provides monthly payments to the participant for his life and, depending upon the type of annuity selected by the participant, survivor benefits payable to the participant’s spouse. Alternatively, a participant may elect to receive a lump sum payment which is the actuarial equivalent of a joint and 100% survivor annuity. The SERP also permits each participant to elect a lump sum payment of his SERP benefits upon a termination of employment in the event a change of control occurs prior to the commencement of benefits to the participant.

      Mr. Nall’s SERP participation agreement provides that if a change of control occurs before October 1, 2009, his total years of credited service will be increased to 24.25 years. As defined in the SERP, a change of control was deemed to have occurred on the 45^th day prior to the execution of the merger agreement. Because Mr. Nall was credited with nine years of service upon commencement of employment in 2003 and is credited with approximately 2.5 years of service for each subsequent year

89

employed, Mr. Nall had earned approximately 13.25 years of service as of the date the change of control occurred for purposes of the SERP. As a result, the execution of the merger agreement resulted in Mr. Nall receiving credit for approximately 11 additional years of service. The benefit of this additional credit to Mr. Nall is approximately $1.2 million based on projected discount rates.

      For purposes of calculating Mr. Neilson’s SERP benefits, his SERP participation agreement was amended in 2003 to credit him with an additional 10 years of service. Mr. Neilson will have approximately 23 years of credited service as of January 1, 2006 prior to such additional credit, and for purposes of calculating his SERP benefit upon termination of employment he will be deemed to have approximately 33 years of credited service. Mr. Neilson’s right to this credit of an additional 10 years of service is unrelated to the merger.

      The SERP participation agreements provide that each participant shall not solicit the customers or employees of, or make any disparaging statements regarding, Hudson United or its subsidiaries for a period of one year following termination of employment, except that Mr. Neilson’s agreement precludes him from soliciting customers for a period of 18 months following termination of employment. In addition, Mr. Neilson’s SERP participation agreement includes an 18-month non-compete provision.

      Indemnification and Insurance. Hudson United’s directors and officers are entitled to continuing indemnification against certain liabilities by virtue of provisions contained in Hudson United’s certificate of incorporation and the merger agreement. Pursuant to the merger agreement, TD Banknorth agreed to indemnify and hold harmless each present and former director, officer and employee of Hudson United or a Hudson United subsidiary determined as of the effective time of the merger against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the effective time of the merger, whether asserted or claimed prior to, at or after the effective time of the merger, arising in whole or in part out of or pertaining to the fact that he or she was a director, officer or employee of Hudson United or, while a director, officer or employee of Hudson United, is or was serving at the request of Hudson United as a director, officer, employee or agent of another corporation, association, partnership, joint venture, trust or other enterprise, including without limitation matters related to the negotiation, execution and performance of the merger agreement or any of the transactions contemplated by the merger agreement, to the fullest extent to which such indemnified parties would be entitled under the certificate of incorporation of Hudson United as in effect on the date of the merger agreement (which right to indemnification shall include the advancement of reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, action, suit, proceeding or investigation upon receipt from an indemnified party of any required undertaking). Pursuant to the merger agreement, TD Banknorth also generally agreed to honor all limitations on liability existing in favor of these indemnified parties as provided in the certificate of incorporation of Hudson United or similar governing instrument of any subsidiary of Hudson United as in effect on the date of the merger agreement with respect to matters occurring prior to the effective time of the merger.

      Pursuant to the merger agreement, TD Banknorth agreed to use its reasonable best efforts to cause the persons serving as directors and officers of Hudson United immediately prior to the merger to be covered by the directors’ and officers’ liability insurance policy maintained by Hudson United (or a substitute policy with comparable coverage) for a six-year period following the merger with respect to acts or omissions occurring prior to the merger which were committed by such directors and officers in their capacities as such, provided that TD Banknorth will not be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by Hudson United for such insurance (the “Insurance Amount”), and further provided that if TD Banknorth is unable to maintain or obtain the insurance specified above as a result of the preceding provision, TD Banknorth shall use its reasonable best efforts to obtain the most advantageous coverage as is available for the Insurance Amount with respect to acts or omissions occurring prior to the effective time of the merger by such directors and officers in their capacities as such.

90

      Other than as set forth above, no director or executive officer of Hudson United has any direct or indirect material interest in the merger, except insofar as ownership of Hudson United common stock might be deemed such an interest. See “Certain Beneficial Owners of Hudson United Common Stock” beginning on page 141.

Certain Employee Matters

      The merger agreement contains certain agreements of Hudson United and TD Banknorth with respect to various employee matters, which are described below.

      As soon as administratively practicable after the effective time of the merger, TD Banknorth will take all reasonable action so that employees of Hudson United and its subsidiaries who become employees of TD Banknorth and its subsidiaries will be entitled to participate in the TD Banknorth employee benefit plans of general applicability to the same extent as similarly-situated employees of TD Banknorth and its subsidiaries. For purposes of determining eligibility to participate, the vesting of benefits and benefit accruals under TD Banknorth’s employee benefit plans (other than its defined benefit pension plan, supplemental retirement plan and supplemental retirement agreements), TD Banknorth will generally recognize years of service with Hudson United and its subsidiaries to the same extent as such service was credited for such purposes by Hudson United.

      If employees of Hudson United or any of its subsidiaries become eligible to participate in a medical, dental, health or disability plan of TD Banknorth, TD Banknorth will cause each such plan to:

•  waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health, dental or disability plan of TD Banknorth,

•  provide full credit under such plans for any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to their participation and

•  waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to an employee on or after the completion of the merger to the extent the employee had satisfied any similar limitation or requirement under an analogous plan prior to the completion of the merger.

      An employee of TD Banknorth or any of its subsidiaries who was an employee of Hudson United or any of its subsidiaries immediately prior to the Effective Time whose employment terminates under circumstances entitling him or her to benefits under the terms of the Hudson United severance plan during the one-year period following the Effective Time shall be entitled to receive severance payments in accordance with, and to the extent provided in, the Hudson United severance plan, as amended as of the date of the merger agreement at the request of TD Banknorth to increase the amount of severance and other benefits which may be provided thereunder. This provision excludes any employee who is party to an employment agreement, change-in-control agreement or any other agreement which provides for severance payments, provided such individual did not agree on or after December 1, 2004 to have the terms of the Hudson United severance plan apply in lieu of the severance benefits provided under such agreement.

      TD Banknorth agreed, upon completion of the merger, to assume and honor and to cause its appropriate subsidiaries to assume and honor in accordance with their terms all Hudson United employee benefit plans existing immediately prior to the execution of the merger agreement which were disclosed to TD Banknorth by Hudson United. TD Banknorth also agreed that the consummation of the merger will constitute a “change in control” for purposes of the Hudson United employee benefit plans.

      With respect to each Hudson United employee benefit plan subject to Section 409A of the Internal Revenue Code, Hudson United agreed to amend each such plan or cause each such plan to be amended to the extent necessary to comply with Section 409A of the Internal Revenue Code (or to cause such plan, in whole or in part, to avoid the application of Section 409A of the Internal Revenue Code by preserving the terms of such plan, and the law in effect, for benefits vested as of December 31, 2004)

91

prior to the earlier of the completion of the merger or the deadline imposed by the IRS. Such amendments shall be provided to TD Banknorth and its counsel at least ten days prior to their proposed adoption by Hudson United or Hudson United Bank and shall be subject to the prior approval of TD Banknorth, which shall not be unreasonably withheld.

New York Stock Exchange Listing

      The TD Banknorth common stock is listed on the New York Stock Exchange. TD Banknorth has agreed to use its reasonable best efforts to cause the shares of TD Banknorth common stock to be issued in the merger and the TD Banknorth stock sale to be listed on the New York Stock Exchange. It is a condition to completion of the merger that those shares be listed on the New York Stock Exchange, subject to official notice of issuance.

The Bank Merger

      Pursuant to the merger agreement, it is the parties’ intention that Hudson United Bank will be merged with and into TD Banknorth, NA immediately following consummation of the merger. Each party’s obligation to consummate the bank merger under the bank merger agreement is subject to, among other things, the satisfaction or waiver of all conditions precedent to the merger set forth in Article VIII of the merger agreement. These conditions include the receipt of all regulatory approvals which are required to complete the bank merger. See “— Conditions to the Merger” beginning on page 74.

Alternative Structure

      Pursuant to the merger agreement, TD Banknorth may at any time (including after the special meetings) modify the structure of the merger and the merger of Hudson United Bank with and into TD Banknorth, NA (including without limitation to provide for an acquisition of Hudson United bank’s assets and liabilities and not its outstanding stock), and The Toronto-Dominion Bank and TD Banknorth may change the terms of the TD Banknorth stock sale, provided that in any such case no change shall:

•  alter or change the amount or kind of the merger consideration,

•  adversely affect the anticipated tax consequences of the merger to the holders of Hudson United common stock as a result of receiving the merger consideration or

•  materially impede or delay consummation of the merger.

Resale of TD Banknorth Common Stock

      The TD Banknorth common stock issued to Hudson United shareholders in the merger will be freely transferable under the Securities Act of 1933, as amended, except for shares issued to any Hudson United shareholder who may be deemed to be an affiliate of TD Banknorth for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, or an affiliate of Hudson United for purposes of Rule 145 promulgated under the Securities Act of 1933, as amended. Affiliates will include persons (generally executive officers, directors and 10% shareholders) who control, are controlled by or are under common control with (1) TD Banknorth or Hudson United at the time of the Hudson United special meeting or (2) TD Banknorth at or after the effective time of the merger.

      Rule 145 will restrict the sale of TD Banknorth common stock received in the merger by affiliates and certain of their family members and related interests. Generally speaking, during the year following the effective time of the merger, those persons who are affiliates of Hudson United at the time of the Hudson United special meeting, provided they are not affiliates of TD Banknorth at or following the effective time of the merger, may publicly resell any TD Banknorth common stock received by them in the merger, provided that there is adequate public information with respect to TD Banknorth as required by Rule 144 and subject to limitations as to the amount of TD Banknorth common stock sold by them in any three-month period and as to the manner of sale. After the one-year period, such affiliates may resell their shares without such restrictions so long as there is adequate current public information with respect

92

to TD Banknorth as required by Rule 144. Persons who are affiliates of TD Banknorth after the effective time of the merger may publicly resell the TD Banknorth common stock received by them in the merger subject to similar limitations and subject to the filing requirements of Rule 144.

      The ability of affiliates to resell shares of TD Banknorth common stock received in the merger under Rules 144 or 145 as summarized herein generally will be subject to TD Banknorth’s having satisfied its reporting requirements under the Securities Exchange Act of 1934, as amended, for 12 months prior to the time of sale. Affiliates also would be permitted to resell TD Banknorth common stock received in the merger pursuant to an effective registration statement under the Securities Act of 1933, as amended, or another available exemption from the Securities Act of 1933 registration requirements. Neither the registration statement of which this joint proxy statement/prospectus is a part nor this joint proxy statement/prospectus cover any resales of TD Banknorth common stock received by persons who may be deemed to be affiliates of TD Banknorth or Hudson United in the merger.

      Hudson United has agreed in the merger agreement to use its reasonable best efforts to cause each person who may be deemed to be an affiliate of it for purposes of Rule 145 to deliver to TD Banknorth a written agreement in the form attached as an exhibit to the merger agreement, which is intended to ensure compliance with the Securities Act of 1933, as amended.

Material United States Federal Income Tax Consequences of the Merger

      The following discussion sets forth the material United States federal income tax consequences of the merger to U.S. holders (as defined below) of Hudson United common stock. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. This discussion is based upon the Internal Revenue Code of 1986, as amended, the regulations of the U.S. Treasury Department and court and administrative rulings and decisions in effect on the date of this document. These laws may change, possibly retroactively, and any change could affect the continuing validity of this discussion.

      For purposes of this discussion, we use the term “U.S. holder” to mean:

•  a citizen or resident of the United States;

•  a corporation or other entity created or organized under the laws of the United States or any of its political subdivisions;

•  a trust that (i) is subject to the supervision of a court within the United States and the control of one or more United States persons or (ii) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person; or

•  an estate that is subject to United States federal income tax on its income regardless of its source.

      If a partnership holds Hudson United common stock, the tax treatment of a partner will generally depend on the status of the partnership. If you are a partner of a partnership holding Hudson United common stock, you should consult your tax advisors.

      This discussion assumes that you hold your shares of Hudson United common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code. Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances or that may be applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

•  a financial institution;

•  a tax-exempt organization;

•  an S corporation or other pass-through entity;

•  an insurance company;

93

•  a mutual fund;

•  a dealer in securities or foreign currencies;

•  a trader in securities who elects the mark-to-market method of accounting for your securities;

•  a Hudson United shareholder subject to the alternative minimum tax provisions of the Code;

•  a Hudson United shareholder who received Hudson United common stock through the exercise of qualified employee stock options or through a tax-qualified retirement plan;

•  a person that has a functional currency other than the U.S. dollar;

•  a holder of options granted under any Hudson United benefit plan; or

•  a Hudson United shareholder who holds Hudson United common stock as part of a hedge against currency risk, a straddle or a constructive sale or conversion transaction.

      Based on representations contained in representation letters provided by TD Banknorth and Hudson United and on certain customary factual assumptions, all of which must continue to be true and accurate in all material respects as of the effective time of the merger, it is the opinion of Elias, Matz, Tiernan & Herrick L.L.P., counsel to TD Banknorth, and Pitney Hardin LLP, counsel to Hudson United, that the material United States federal income tax consequences of the merger are as follows:

•  the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;

•  no gain or loss will be recognized by TD Banknorth or Hudson United as a result of the merger;

•  if you exchange all of your shares of Hudson United common stock solely for shares of TD Banknorth common stock in the merger, you will not recognize gain or loss, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of TD Banknorth common stock;

•  if you exchange your shares of Hudson United common stock solely for cash in the merger, you will recognize gain or loss equal to the difference between the amount of cash received and your tax basis in your shares of Hudson United common stock;

•  if you exchange your shares of Hudson United common stock for a combination of TD Banknorth common stock and cash (other than cash received in lieu of a fractional share), you will recognize gain (but not loss), and your gain will be equal to the lesser of:

—  the excess, if any, of the sum of the cash and the fair market value of the TD Banknorth common stock you receive in the merger, over your tax basis in the shares of Hudson United common stock you surrender in the merger, and

—  the amount of cash you receive in the merger.

•  your tax basis in the TD Banknorth common stock that you receive in the merger (including any fractional share interest you are deemed to receive and exchange for cash) will equal your tax basis in the Hudson United common stock you surrender, increased by the amount of taxable gain, if any, you recognize on the exchange and decreased by the amount of any cash received by you in the merger (excluding any cash received in lieu of a fractional share of TD Banknorth common stock); and

•  your holding period for the TD Banknorth common stock that you receive in the merger will include your holding period for the shares of Hudson United common stock that you surrender in the exchange.

      If you acquired different blocks of Hudson United common stock at different times and at different prices, any gain or loss will be determined separately with respect to each block of Hudson United common stock, and the cash and TD Banknorth common stock you receive pursuant to the merger will be

94

allocated pro rata to each such block of Hudson United common stock. In addition, your basis and holding period in the TD Banknorth common stock you receive in the merger will be determined separately with reference to each block of Hudson United common stock.

      Taxation of Capital Gain. Except as discussed under “— Possible Treatment of Gain as a Dividend” below, any gain or loss that you recognize in connection with the merger will generally constitute capital gain or loss and will constitute long-term capital gain or loss if your holding period in your Hudson United common stock is greater than one year as of the date of the merger. If you are a non-corporate holder of Hudson United common stock, this long-term capital gain generally will be taxed at a maximum United States federal income tax rate of 15%. The deductibility of capital losses is subject to limitation.

      Possible Treatment of Gain as a Dividend. All or part of the gain you recognize could be treated as ordinary dividend income rather than capital gain if (i) you are a significant stockholder of TD Banknorth or (ii) if taking into account constructive ownership rules, your percentage ownership in TD Banknorth after the merger is not less than what your percentage ownership would have been if you had received TD Banknorth common stock rather than cash in the merger. This could happen, for example, because of your purchase of additional TD Banknorth common stock, a purchase of TD Banknorth common stock by a person related to you or a share repurchase by TD Banknorth from other TD Banknorth stockholders. Because the possibility of dividend treatment depends upon your particular circumstances, including the application of certain constructive ownership rules, you should consult your own tax advisor regarding the potential tax consequences of the merger to you. Under the constructive ownership rules, a stockholder may be deemed to own stock that is owned by other persons, such as a family member, a trust, a corporation or other entities. If you are an individual, certain dividends may be subject to reduced rates of taxation, equal to the rates applicable to long-term capital gains. However, individuals who do not meet a minimum holding period requirement during which they are not protected from a risk of loss or who elect to treat the dividend income as “investment income” pursuant to Section 163(d) (4) of the Internal Revenue Code will not be eligible for the reduced rates of taxation. You should consult your tax advisor regarding the application of the foregoing rules to your particular circumstances.

      Cash in lieu of Fractional Shares. You will generally recognize capital gain or loss on any cash received in lieu of a fractional share of TD Banknorth common stock equal to the difference between the amount of cash received and the tax basis allocated to that fractional share.

      Backup Withholding. If you are a non-corporate holder of Hudson United common stock you may be subject to information reporting and backup withholding at a rate of 28% on any cash payments you receive. You will not be subject to backup withholding, however, if you:

•  furnish a correct taxpayer identification number and certify that you are not subject to backup withholding on the substitute Form W-9 or successor form included in the election form/letter of transmittal you will receive; or

•  are otherwise exempt from backup withholding.

      Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against your United States federal income tax liability, provided you furnish the required information to the Internal Revenue Service.

      Reporting Requirements. If you receive TD Banknorth common stock as a result of the merger, you will be required to retain records pertaining to the merger and you will be required to file with your United States federal income tax return for the year in which the merger takes place a statement setting forth certain facts relating to the merger.

      Tax Opinions at Closing. It is a condition to the closing of the merger that TD Banknorth and Hudson United receive opinions from Elias, Matz, Tiernan & Herrick L.L.P. and Pitney Hardin LLP, respectively, that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. These opinions will be based on updated representation letters provided by TD Banknorth and Hudson United to be delivered at the time of closing, and on customary factual

95

assumptions and will assume that the merger will be completed according to the terms of the merger agreement. Although the merger agreement allows TD Banknorth and Hudson United to waive this condition to closing, neither TD Banknorth nor Hudson United currently anticipates doing so. If either of us does waive this condition, we will inform you of this decision and ask you to vote on the merger agreement taking this into consideration.

      Opinions of counsel are not binding on the Internal Revenue Service. TD Banknorth and Hudson United have not and will not seek any ruling from the Internal Revenue Service regarding any matters relating to the merger, and as a result, there can be no assurance that the Internal Revenue Service will not disagree with or challenge any of the conclusions described herein.

      This discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. Moreover, it does not address any non-income tax or any foreign, state or local tax consequences of the merger. Tax matters are very complicated, and the tax consequences of the merger to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular federal, state, local or foreign income or other tax consequences to you of the merger.

Accounting Treatment of the Merger

      The merger will be accounted for under the purchase method of accounting under accounting principles generally accepted in the United States of America. Under this method, Hudson United’s assets and liabilities as of the date of the merger will be recorded at their respective fair values and added to those of TD Banknorth. Any difference between the purchase price for Hudson United and the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as goodwill. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” issued in July 2001, the goodwill resulting from the merger will not be amortized to expense, but instead will be reviewed for impairment at least annually, and to the extent goodwill is impaired, its carrying value will be written down to its implied fair value and a charge will be made to earnings. Core deposit and other intangibles with definite useful lives recorded by TD Banknorth in connection with the merger will be amortized to expense. The financial statements of TD Banknorth issued after the merger will reflect the results attributable to the acquired operations of Hudson United beginning on the date of completion of the merger. The unaudited per share pro forma financial information contained herein has been prepared using the purchase method of accounting. See “Selected Unaudited Pro Forma Consolidated Financial Data,” “Unaudited Comparative Per Share Data” and “Unaudited Pro Forma Combined Consolidated Financial Information” beginning on pages 23, 25 and 104, respectively.

Termination of the Merger Agreement

      The merger agreement may be terminated at any time before the effective time of the merger, whether before or after approval of the merger agreement by the shareholders of Hudson United and TD Banknorth, in any of the following ways:

•  by mutual written consent of TD Banknorth and Hudson United;

•  by either TD Banknorth or Hudson United if:

—  any governmental entity which must grant a required regulatory approval has denied approval of the merger or the other transactions contemplated by the merger agreement and this denial has become final and nonappealable or a governmental entity has issued a final nonappealable order prohibiting the completion of the merger or the other transactions contemplated by the merger agreement;

—  the merger has not been consummated on or before June 30, 2006, but neither TD Banknorth nor Hudson United may terminate the merger agreement for this reason if its breach of any obligation under the merger agreement has resulted in the failure of the merger to occur on or before that date;

96

—  there is a breach by the other party to the merger agreement of its representations and warranties or obligations under the merger agreement which would prevent satisfaction of a closing condition and the breach is not reasonably capable of being cured or is not cured prior to 30 days after receipt of written notice of the breach, but neither TD Banknorth nor Hudson United may terminate the merger agreement for this reason if it itself is then in material breach of the merger agreement; or

—  the shareholders of Hudson United fail to give the necessary approval of the merger agreement at the Hudson United shareholders meeting;

•  by TD Banknorth, if the board of directors of Hudson United fails to recommend approval of the merger agreement or effected a change in Hudson United recommendation or failed to call and hold a special meeting of Hudson United shareholders to vote on approval of the merger agreement (see “— Shareholder Meetings and Covenants to Recommend the Merger Agreement” beginning on page 80); or

•  by TD Banknorth if a tender offer or exchange offer for 25% or more of the outstanding shares of Hudson United common stock is commenced (other than by TD Banknorth or a subsidiary thereof), and the Hudson United board of directors recommends that the shareholders of Hudson United tender their shares in such tender or exchange offer or otherwise fails to recommend that such shareholders reject such tender offer or exchange offer within the 10 business day period specified in Rule 14e-2(a) under the Securities Exchange Act of 1934.

      If the merger agreement is validly terminated, the agreement will become void without any liability on the part of any of the parties unless a party is in willful breach of the merger agreement. However, the provisions of the merger agreement relating to termination fees and expenses and the confidentiality obligations of the parties will continue in effect notwithstanding termination of the merger agreement.

Termination Fee and Expenses

      A termination fee of up to $60 million will be paid by Hudson United to TD Banknorth as follows:

•  if TD Banknorth terminates the merger agreement because Hudson United’s board of directors has failed to recommend approval of the merger agreement or effected a change in Hudson United recommendation or failed to call and hold a special meeting of Hudson United shareholders to vote on the approval of the merger agreement, then Hudson United will pay TD Banknorth the full termination fee of $60 million on the second business day following that termination; or

•  if

—  TD Banknorth terminates the merger agreement because there has been an uncured willful breach by Hudson United of the merger agreement or either party terminates the merger agreement because the mergers have not been completed by June 30, 2006 and a vote of the shareholders of Hudson United with respect to the approval of the merger agreement has not occurred; and

—  an acquisition proposal with respect to Hudson United has been publicly announced or otherwise communicated to the senior management or board of directors of Hudson United (or any person has publicly announced, communicated or made known an intention to make an acquisition proposal) at any time prior to the date of termination;

then Hudson United will pay $20 million on the second business day following such termination and, if within 15 months after such termination, Hudson United or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, an acquisition proposal, then Hudson United will pay the remainder of the $60 million termination fee on the date of such execution or consummation; or

97

•  if

—  either party terminates the merger agreement because the Hudson United shareholders rejected the merger agreement at the Hudson United shareholders meeting; and

—  an acquisition proposal with respect to Hudson United has been publicly announced or otherwise communicated to the senior management or board of directors of Hudson United (or any person has publicly announced, communicated or made known an intention to make an acquisition proposal) at any time on or prior to the date of the Hudson United shareholders meeting;

then Hudson United will pay $20 million on the second business day following such termination and, if within 15 months after such termination, Hudson United or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, an acquisition proposal, then Hudson United will pay the remainder of the $60 million termination fee on the date of such execution or consummation.

      Except for the payment of a termination fee under the circumstances described above and for the costs and expenses related to the filing, printing and mailing of the registration statement and this joint proxy statement/ prospectus, which will be shared by TD Banknorth and Hudson United, all costs and expenses incurred in connection with the merger agreement will be paid by the party incurring the cost.

Amendment, Extension and Waiver of the Merger Agreement

      Any provision of the merger agreement may be amended, extended or waived before the completion of the merger by a written instrument signed, in the case of an amendment, by each party to the merger agreement or, in the case of an extension or waiver, by each party against whom the extension or waiver is to be effective. No amendment of the merger agreement after it has been approved by the shareholders of Hudson United or TD Banknorth which by law requires further approval by such shareholders may be made without such further approval, and after shareholders of Hudson United have approved the merger agreement, no amendment shall be made which reduces the amount or changes the form of the consideration to be delivered to the Hudson United shareholders pursuant to the merger agreement or which negatively impacts the intended tax treatment of the holders of Hudson United common stock in the merger.

Shareholder Agreements

      In connection with the execution of the merger agreement, each of the directors of Hudson United entered into a shareholder agreement with TD Banknorth. These persons beneficially owned 3.7% of the outstanding Hudson United common stock on October 31, 2005 (inclusive of shares subject to stock options which are exercisable within 60 days of that date).

      Each shareholder of Hudson United who is a party to a shareholder agreement agreed that at any meeting of the shareholders of Hudson United, or in connection with any written consent of the shareholders of Hudson United, the shareholder shall:

•  appear at such meeting or otherwise cause all shares of Hudson United common stock owned by him or her to be counted as present thereat for purposes of calculating a quorum; and

•  vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering all shares of Hudson United common stock beneficially owned by him or her or as to which he or she has, directly or indirectly, the right to direct the voting

—  in favor of approval of the merger agreement,

—  against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Hudson United contained in the merger agreement or of the shareholder contained in the shareholder agreement and

98

—  against any acquisition proposal (as defined in the merger agreement) or any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the merger or the shareholder agreement.

      Pursuant to the shareholder agreement, each party thereto also agreed not to, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the shares of Hudson United common stock owned by such shareholder prior to the special meeting, except as otherwise provided in the shareholder agreements.

      Hudson United agreed in the merger agreement to use its reasonable best efforts to cause those persons who may be deemed to be affiliates of Hudson United pursuant to Rule 145 under the Securities Act of 1933, as amended, to deliver to TD Banknorth prior to the date of the special meeting a written agreement containing certain restrictions on the transfer of shares of TD Banknorth common stock acquired in the merger which are intended to ensure compliance with applicable federal securities laws in connection with the transfer of such shares. See “— Resale of TD Banknorth Common Stock” on page 92.

Dissenters’ and Appraisal Rights

      Neither the holders of TD Banknorth common stock nor the holders of Hudson United common stock have rights under Delaware law and New Jersey law to dissent from the merger and obtain the fair value of their shares.

Operations of TD Banknorth After the Merger

      TD Banknorth expects to achieve significant cost savings, revenue enhancements and other operating synergies subsequent to the merger. The cost savings and operating synergies are expected to amount to approximately 25% of Hudson United’s current level of operating expenses and are to be derived primarily from reductions in personnel and the integration of other facilities and back-office operations. In addition, because Hudson United will be merged with and into TD Banknorth, the costs associated with Hudson United operating as a publicly-held entity also will be eliminated. Fully phased-in cost savings are estimated to be approximately $60 million pre-tax. Of this amount, $16 million relates to salaries and benefits, $26 million relates to data processing (due to bringing in house the data processing function that Hudson United had outsourced), occupancy and equipment and $18 million relates to other general and administrative costs. TD Banknorth estimates that approximately 90% of the estimated cost savings will be realized in 2006 and that the remaining 10% will be realized in 2007.

      TD Banknorth also anticipates that it will be able to increase revenues from the Hudson United franchise by selling products and services to Hudson United customers that are currently not offered by Hudson United. TD Banknorth has estimated that these revenue enhancements will amount to approximately $9.0 million on an after-tax basis in 2007.

      TD Banknorth estimates that it will make additional investments in Hudson United’s retail franchise after the merger. These investments are expected to amount to $7.5 million and $10.0 million on an after-tax basis in 2006 and 2007, respectively.

      TD Banknorth anticipates that Hudson United’s landfill gas investments will be sold and will not contribute to income in future years. Those investments provided Hudson United with an after-tax loss of $783,000 and after-tax income of $11.2 million in the nine months ended September 30, 2005 and the year ended December 31, 2004, respectively.

      Because of the uncertainties inherent in merging two financial institutions, changes in the regulatory environment and changes in economic conditions, no assurances can be given that any particular level of cost savings, revenue enhancements and other operating synergies will be realized over the time period currently anticipated or at all, or that any such cost savings, revenue enhancements and other operating synergies will not be offset to some degree by increases in other expenses, including expenses related to integrating the two companies.

99

      Subject to market conditions, TD Banknorth anticipates that it will repurchase up to 8,500,000 shares of TD Banknorth common stock following completion of the merger pursuant to an open market purchase program conducted in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.

      Based on the assumptions set forth above, and assuming that there is no significant change in interest rates prior to completion of the merger, which could significantly affect the estimated fair values of the assets and liabilities of Hudson United to be recorded in connection with the merger, TD Banknorth anticipates that, excluding merger-related charges, the acquisition of Hudson United will decrease its earnings per share by $0.01 in 2006 and increase its earnings per share by $0.06 in 2007.

      The estimated cost savings that are expected to be realized by the combined company do not reflect an estimated $29.7 million of after-tax ($45.6 million pre-tax) merger costs that will be incurred in connection with the merger in the future, which will be charged to earnings as incurred following the merger. These costs relate primarily to severance, professional fees, conversion and integration expenses, exit costs and other merger-related charges. In evaluating the cost savings and other potential benefits of the merger, the TD Banknorth board of directors considered the amount of the transaction costs and merger-related charges that are necessary to realize future annual savings resulting from consolidation of support functions and economies of scale.

MARKET FOR COMMON STOCK AND DIVIDENDS

      The TD Banknorth common stock is traded on the New York Stock Exchange under the symbol “BNK,” and the Hudson United common stock is traded on the New York Stock Exchange under the symbol “HU.”

      At the record date for the TD Banknorth special meeting, there were 173,644,890 shares of TD Banknorth common stock outstanding, which were held by approximately 16,000 holders of record; and at the record date for the Hudson United special meeting, there were 44,472,421 shares of Hudson United common stock outstanding, which were held by approximately 7,500 holders of record. Such numbers of shareholders do not reflect the number of individuals or institutional investors holding stock in nominee name through banks, brokerage firms and others.

      The following table sets forth during the periods indicated the high and low sales intra-day prices of the TD Banknorth common stock and the Hudson United common stock and the dividends declared per share of TD Banknorth common stock and Hudson United common stock.

	TD Banknorth						Hudson United
	Market Price				Dividends		Market Price				Dividends
					Declared						Declared
	High		Low		Per Share		High		Low		Per Share
2005(1)
First Quarter	$	36.55	$	28.57	$	0.200	$	39.72	$	34.50	$	0.37
Second Quarter		31.73		29.39		0.220		36.63		31.31		0.37
Third Quarter		31.13		28.56		0.220		42.95		35.85		0.37
Fourth Quarter (through December 6, 2005)		30.23		26.00		0.220		42.60		40.50		0.37
2004
First Quarter	$	34.45	$	30.53	$	0.195	$	40.05	$	34.00	$	0.33
Second Quarter		34.75		30.25		0.195		38.66		34.60		0.33
Third Quarter		36.10		30.49		0.200		38.04		33.01		0.35
Fourth Quarter		36.71		34.49		0.200		41.74		36.78		0.35
2003
First Quarter	$	24.02	$	20.60	$	0.160	$	32.52	$	29.57	$	0.28
Second Quarter		26.68		21.09		0.160		35.50		30.58		0.30
Third Quarter		29.70		25.43		0.190		41.00		33.58		0.30
Fourth Quarter		33.57		27.58		0.190		37.58		34.15		0.30

(1)  Information on and after March 1, 2005 reflects The Toronto-Dominion Bank’s acquisition of a majority interest in TD Banknorth on that date.

100

      Following completion of the merger, TD Banknorth expects to continue paying quarterly cash dividends on a basis consistent with past practice. However, the declaration and payment of dividends will depend upon business conditions, operating results, capital and reserve requirements and other relevant factors.

      The following table shows the closing price per share of the TD Banknorth common stock and the Hudson United common stock on (1) July 11, 2005, the last trading day preceding public announcement of the merger agreement, and (2) December 6, 2005, the last full trading day for which closing prices were available at the time of the printing of this document. The following table also includes the equivalent price per share of Hudson United common stock on July 11, 2005 and December 6, 2005, which were determined by multiplying the closing price of the TD Banknorth common stock on those dates by 1.4280 and 1.4332, respectively. These amounts represent the number of shares of TD Banknorth common stock that Hudson United shareholders electing to receive TD Banknorth common stock in the merger would receive in the merger for each share of Hudson United common stock based on the closing price of the TD Banknorth common stock on July 11, 2005 and December 6, 2005, respectively.

	Historical Market Value
	Per Share
					Equivalent Market Value
Date	TD Banknorth		Hudson United		Per Share of Hudson United
July 11, 2005	$	29.96	$	37.50	$	42.78
December 6, 2005		29.74		42.18		42.62

      Shareholders are advised to obtain current market quotations for the TD Banknorth common stock and the Hudson United common stock. The market price of the TD Banknorth common stock at the effective time of the merger or at the time shareholders of Hudson United receive certificates evidencing shares of TD Banknorth common stock after the merger is consummated may be higher or lower than the market price at the time the merger agreement was executed, at the date of mailing of this document or at the time of the special meetings.

INFORMATION ABOUT TD BANKNORTH

General

      TD Banknorth is a Delaware corporation and a majority-owned subsidiary of The Toronto-Dominion Bank. TD Banknorth is a registered bank/financial holding company under the Bank Holding Company Act of 1956, as amended. TD Banknorth’s principal asset is all of the capital stock of TD Banknorth, NA, a national bank which was initially formed as a Maine-chartered savings bank in the mid-19^th century. TD Banknorth, NA operates banking divisions in Maine, New Hampshire, Massachusetts, Connecticut, Vermont and upstate New York and had 397 banking offices located in these states at September 30, 2005. Through TD Banknorth, NA and it subsidiaries, TD Banknorth offers a full range of banking services and products to individuals, businesses and governments throughout its market areas, including commercial, consumer, trust, investment advisory and insurance brokerage services. TD Banknorth’s primary source of revenue is its net interest income from interest-earning assets and interest-bearing liabilities. TD Banknorth also receives non-interest income from various fee-generating activities. TD Banknorth emphasizes commercial real estate, commercial business and consumer loans, because these loans generally have more attractive yields, interest rate sensitivity and maturity characteristics compared to residential real estate loans. These loans amounted to over 80% of TD Banknorth’s loan portfolio at September 30, 2005. At September 30, 2005, TD Banknorth had consolidated assets of $31.8 billion and consolidated shareholders’ equity of $6.5 billion. Based on total assets at that date, TD Banknorth is the 29th largest commercial banking organization in the United States.

      The Toronto-Dominion Bank, as majority shareholder of TD Banknorth, exercises oversight of the operations and management of TD Banknorth through its representation on the board of directors of TD Banknorth and interactions between their respective managements. Currently, four directors of The

101

Toronto-Dominion Bank serve as Class B directors on the board of directors of TD Banknorth. The Toronto-Dominion Bank lends assistance to TD Banknorth in specialty areas upon request, such as in helping in the due diligence evaluation of several of Hudson United’s specialty finance businesses. The Toronto-Dominion Bank and TD Banknorth continue to evaluate synergies that their relationship presents, such as joint marketing opportunities and cooperation in purchasing practices.

      The executive offices of TD Banknorth are located at Two Portland Square, Portland, Maine 04112-9540, and its telephone number is (207) 761-8500.

Acquisitions

      TD Banknorth’s profitability and market share have been enhanced in recent years through internal growth and acquisitions of both financial and nonfinancial institutions. Acquisitions of financial institutions consummated by TD Banknorth since January 1, 2003 are briefly noted below.

•  On January 21, 2005, TD Banknorth completed the acquisition of Massachusetts-based BostonFed Bancorp, Inc. The principal asset of BostonFed Bancorp was all of the capital stock of Boston Federal Savings Bank. At the date of the acquisition, BostonFed Bancorp had $1.5 billion of consolidated assets and $102.7 million of consolidated shareholders’ equity. The aggregate purchase price for the acquisition of BostonFed Bancorp was $200.2 million and consisted of TD Banknorth common stock and approximately $300,000 in cash.

•  On April 30, 2004, TD Banknorth completed the acquisition of Massachusetts-based CCBT Financial Companies, Inc. The principal asset of CCBT was all of the capital stock of Cape Cod Bank & Trust Company, N.A. At the date of acquisition, CCBT had $1.3 billion of consolidated assets and $108.5 million of consolidated shareholders’ equity. The aggregate purchase price for the acquisition of CCBT was $298.1 million and consisted solely of TD Banknorth common stock.

•  On April 30, 2004, TD Banknorth completed the acquisition of Massachusetts-based Foxborough Savings Bank, which had $241.8 million of consolidated assets and $22.8 million of consolidated shareholders’ equity at the date of acquisition. The aggregate purchase price for the acquisition of Foxborough Savings Bank was $88.9 million in cash.

•  On December 31, 2003, TD Banknorth completed the acquisition of Massachusetts-based First & Ocean BanCorp, or First & Ocean. The principal asset of First & Ocean was all of the capital stock of First & Ocean National Bank, which was subsequently combined with TD Banknorth, NA. At the date of acquisition, First & Ocean had $274.4 million of consolidated assets and $15.6 million of consolidated shareholders’ equity. The aggregate purchase price for the acquisition of First & Ocean was $49.7 million in cash.

•  On February 14, 2003, TD Banknorth completed the acquisition of Connecticut-based American Financial Holdings, Inc., or American. The principal asset of American was all of the capital stock of American Savings Bank, which was subsequently combined with TD Banknorth, NA. At the date of acquisition, American had $2.7 billion of consolidated assets and $408.2 million of consolidated shareholders’ equity. The aggregate purchase price for the acquisition of American was $711.4 million and consisted of approximately 50% TD Banknorth common stock and 50% cash.

      In addition to the foregoing acquisitions, in 2002 to 2004 TD Banknorth acquired four insurance agencies located in Maine, Massachusetts and Connecticut.

      TD Banknorth continually evaluates acquisition opportunities and frequently conducts due diligence in connection with possible acquisitions. As a result, acquisition discussions and, in some cases, negotiations frequently take place and future acquisitions involving cash, debt or equity securities can be expected. Acquisitions typically involve the payment of a premium over book and market values, and therefore, some dilution of TD Banknorth’s book value and net income per common share may occur in connection with any future transactions. Moreover, acquisitions commonly result in significant one-time charges against earnings, although cost-savings, annually incident to in-market acquisitions, frequently are anticipated.

102

Management and Additional Information

      Certain information relating to executive compensation, benefit plans, certain relationships and related transactions and other matters relating to TD Banknorth is incorporated by reference into or set forth in the annual report on Form 10-K for the year ended December 31, 2004 of TD Banknorth’s predecessor, Banknorth Group, Inc., and TD Banknorth’s quarterly reports on Form 10-Q for the three months ended March 31, 2005, June 30, 2005 and September 30, 2005, which are incorporated herein by reference. Shareholders desiring copies of such documents may contact TD Banknorth at its address or telephone number indicated under “Where You Can Find More Information” beginning on page 144.

INFORMATION ABOUT HUDSON UNITED

General

      Hudson United is a New Jersey corporation and a registered bank holding company under the Bank Holding Company Act of 1956, as amended. Hudson United’s principal asset is all of the capital stock of Hudson United Bank, a New Jersey-chartered bank. At September 30, 2005, Hudson United Bank had 204 banking offices located in New Jersey, New York, Connecticut and Pennsylvania. Through Hudson United Bank and its subsidiaries, Hudson United offers a full range of banking services and products to individuals, businesses and governments throughout its market areas, including commercial, consumer, investment advisory and insurance premium financing services. Hudson United’s primary source of revenue is its net interest income from interest-earning assets and interest-bearing liabilities. Hudson United also receives non-interest income from various fee-generating activities. Hudson United emphasizes commercial real estate, commercial business and consumer loans, including credit card loans, because these loans generally have more attractive yields, interest rate sensitivity and maturity characteristics compared to residential real estate loans. These loans amounted to over 95% of Hudson United’s loan portfolio at September 30, 2005. At September 30, 2005, Hudson United had consolidated assets of $9.1 billion and consolidated shareholders’ equity of $520.5 million. Based on total assets at that date, Hudson United is the 55th largest commercial banking organization in the United States.

      The executive offices of Hudson United are located at 1000 MacArthur Boulevard, Mahwah, New Jersey 07430, and its telephone number is (201) 236-2600.

Management and Additional Information

      Certain information relating to executive compensation, benefit plans, voting securities and the principal holders thereof, certain relationships and related transactions and other matters relating to Hudson United is set forth herein or is incorporated by reference from Hudson United’s annual report on Form 10-K for the year ended December 31, 2004 and its quarterly reports on Form 10-Q for the three months ended March 31, 2005, June 30, 2005 and September 30, 2005, which are incorporated herein by reference. Shareholders desiring copies of such documents may contact Hudson United at its address or telephone number indicated under “Where You Can Find More Information” beginning on page 144.

103

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION

      The following unaudited pro forma combined condensed consolidated balance sheet combines the historical consolidated balance sheets of TD Banknorth and its subsidiaries and Hudson United and its subsidiaries giving effect to the completion of the merger and the TD Banknorth stock sale on September 30, 2005, using the purchase method of accounting to account for the merger and giving effect to the related pro forma adjustments described in the accompanying notes. The following unaudited pro forma combined condensed consolidated statements of income for the nine months ended September 30, 2005 and the year ended December 31, 2004 combine the historical consolidated statements of income of TD Banknorth and its subsidiaries and Hudson United and its subsidiaries giving effect to the completion of the merger and the TD Banknorth stock sale on January 1, 2004, the beginning of the initial period presented, using the purchase method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes.

      The unaudited pro forma combined consolidated financial statements and accompanying notes should be read in conjunction with the historical consolidated financial statements and accompanying notes of TD Banknorth and Hudson United incorporated by reference in this document. See “Where You Can Find More Information” beginning on page 144.

      The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of (i) an anticipated deleveraging in connection with the merger through the sale of approximately $1.7 billion of investment securities which had an unrealized pre-tax loss of approximately $43 million at October 31, 2005 and concurrent repayment of approximately $1.7 billion of borrowings, (ii) an anticipated sale of Hudson United’s landfill gas investments, which provided Hudson United with an after-tax loss of $783,000 and after-tax income of $11.2 million in the nine months ended September 30, 2005 and year ended December 31, 2004, respectively, for an amount which approximates their current carrying value by Hudson United, which equals their net realizable value less estimated selling costs, or (iii) financial benefits from such items as cost savings, revenue enhancements and share repurchases. Accordingly, the pro forma information does not attempt to predict or suggest future results and is not necessarily indicative of the results that actually would have occurred had the merger and the TD Banknorth stock sale been completed on the dates indicated or that may be obtained in the future.

104

TD Banknorth

Proforma Condensed Combined Consolidated Balance Sheet

September 30, 2005

(Unaudited)

				TD			Hudson			Pro Forma					Pro Forma
				Banknorth			United			Adjustments					Combined
ASSETS
Cash and due from other depository institutions				$	741,983		$	381,897		$	—				$	1,123,880
Securities held to maturity					69,021			1,110,401			(1,110,401	)	3	(d)		69,021
Securities available for sale					4,410,425			1,874,868			1,110,401		3	(d)		7,375,714
											(19,980	)	2	(c)
Federal funds sold and short-term investments					7,576			—			—					7,576
Loans and leases held for sale					45,989			—			—					45,989
Loans and leases, net of unearned income					19,971,184			5,206,190			(91,465	)	2	(c)		25,085,909
	Less: Allowance for loan and lease losses				(228,334	)		(59,334	)		—					(287,668	)
			Net loans and leases		19,742,850			5,146,856			(91,465	)				24,798,241
Premises and fixed assets					313,151			81,205			—					394,356
Bank-owned life insurance					566,836			154,402			—					721,238
Goodwill					4,549,355			83,653			(83,653	)	2	(b)		6,014,703
											1,465,348		2	(c)
Core deposit and other intangibles					696,401			17,186			(17,186	)	2	(b)		908,805
											212,404		2	(c)
Other assets					671,659			215,205			—					886,864
Total assets				$	31,815,246		$	9,065,673		$	1,465,468				$	42,346,387
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits					20,622,578			6,799,700			(12,927	)	2	(c)	$	27,409,351
Borrowings					4,226,348			1,664,353			(966	)	2	(c)		5,889,735
Other liabilities					502,697			81,078			39,194		2	(c)		682,642
											17,120		2	(c)
											42,553		2	(c)
		Total liabilities			25,351,623			8,545,131			84,974					33,981,728
Common stock					1,884			92,788			(92,788	)	2	(b)		2,504
											620		2	(c)
Surplus					6,833,956			310,437			(310,437	)	2	(b)		8,734,372
											1,900,416		2	(c)
Retained earnings					135,128			333,445			(333,445	)	2	(b)		135,128
Accumulated other comprehensive income					(35,247	)		(21,824	)		21,824		2	(b)		(35,247	)
Other equity capital components					(472,098	)		(194,304	)		194,304		2	(b)		(472,098	)
Shareholders’ equity					6,463,623			520,542			1,380,494		2	(b)		8,364,659
Total liabilities and shareholders’ equity				$	31,815,246		$	9,065,673		$	1,465,468				$	42,346,387

105

TD Banknorth

Pro Forma Condensed

Combined Consolidated Income Statement

Nine Months Ended September 30, 2005

(Unaudited)