TD Banknorth 8-K Results of Operations and Financial Condition

Exhibit 99

TD Banknorth reports fourth quarter and 2005 year end results.

(Fourth Quarter Earnings Conference Call at 10:30 a.m. Eastern Time today, January 23, 2006. Dial-in number for USA and Canada is 800-561-2718. International dial-in number is 617-614-3525. Passcode for both numbers is 42132230. Replay number for USA and Canada is 888-286-8010. International replay dial-in number is 617-801-6888. Replay passcode for both is 13680731. Live webcast and webcast replay available atwww.tdbanknorth.com, Investor Relations.)

     Highlights for the quarter and year include:

• On a per diluted share basis, earnings, excluding the amortization of identifiable intangible assets, merger and consolidation costs and costs associated with the Company’s balance sheet restructuring program, were up 5% in the fourth quarter of 2005 as compared to the fourth quarter of 2004.

• Average loans and leases increased by 9% during the fourth quarter of 2005 as compared to the fourth quarter of 2004.

• Net interest income was up 8% for the year.

• Asset quality remained strong – the percentage of nonperforming loans to total loans was 0.30% at December 31, 2005.

PORTLAND, Maine—(BUSINESS WIRE)—January 23, 2006—TD Banknorth Inc. (“TD Banknorth” or the “Company”) (NYSE: BNK) today announced net income of $55.6 million for the fourth quarter ended December 31, 2005 as compared to net income of $20.7 million for the fourth quarter ended December 31, 2004. On a per diluted share basis, net income was 32 cents for the fourth quarter of 2005 as compared to 12 cents for the same quarter a year ago.

Net income for the year ended December 31, 2005 was $274.0 million as compared to $304.7 million for the year ended December 31, 2004. On a per diluted share basis, earnings for the year ended December 31, 2005 were $1.55 as compared to $1.75 for the same period a year ago.

GAAP earnings were impacted by several items in the fourth quarter of 2005. First, the after-tax impact of the amortization of identifiable intangible assets amounted to $20.0 million for the quarter or 11 cents per diluted share. Second, the after-tax impact of the Company’s previously-announced balance sheet restructuring program amounted to $29.3 million for the quarter or 17 cents per diluted share. Third, the after-tax effects of merger and consolidation costs for the quarter of $3.4 million amounted to 2 cents per diluted share.

Excluding the above items, earnings for the quarter ended December 31, 2005 were $108.1 million, as compared to $106.0 million for the fourth quarter of 2004. On a per diluted share basis excluding the above items, earnings for the fourth quarter of 2005 were 62 cents, up 5% from 59 cents for the same quarter a year ago.

For the year ended December 31, 2005, earnings excluding the after-tax impact of the amortization of identifiable intangible assets, the after-tax effects of merger and consolidation costs, the after-tax effect of the change in unrealized loss on derivatives and charges related to the Company’s deleveraging and balance sheet restructuring strategies were $438.5 million, up 9% from $402.2 million for 2004. On a per diluted share basis excluding the above items earnings for the year ended December 31, 2005 were $2.48, up 7% from $2.31 for the prior year.

“It was a challenging quarter given the continued flattening of the yield curve,” said William J. Ryan, TD Banknorth Chairman, President and Chief Executive Officer. “I believe, however, that we are well positioned for the future and look forward to closing on the Hudson United transaction and expanding our reach into the mid-Atlantic region.”

Average loans and leases increased 9% during the quarter ended December 31, 2005 compared to the same quarter a year ago, including increases of 9% for average commercial real estate mortgages, 8% for average commercial business loans and leases and 15% for average consumer loans and leases, which more than offset a 3% decline in average residential real estate mortgages. Total average loans and leases increased 13% during the year ended December 31, 2005 as compared to 2004. Excluding the impact of acquisitions and purchase accounting, average commercial real estate mortgages, commercial business loans and consumer loans increased 8% for the year ended December 31, 2005 as compared to the prior year.

Securities available for sale at December 31, 2005 of $4.4 billion were 34% lower than at December 31, 2004. As announced on January 10, 2006, the Company implemented a balance sheet restructuring program in the first quarter of 2006 involving the sale of $2.6 billion of mortgage-backed securities with an average effective duration of 4 years and an average yield of 4.70%. The Company intends to use the proceeds to purchase investable assets with shorter durations to help to mitigate the interest rate risk associated with its investment portfolio. The Company recorded a pre-tax loss of approximately $45 million ($29.3 million on an after-tax basis) in the fourth quarter of 2005 in connection with this balance sheet restructuring. Also, it is anticipated that an additional approximately $2.7 billion of securities to be acquired from Hudson United will be sold soon after the completion of the acquisition. The deleveraging will primarily consist of mortgage-backed securities with an effective duration of 3.5-4 years and the proceeds will be used to pre-pay certain short-term borrowings.

Average deposits increased 5% during the quarter ended December 31, 2005 as compared to the quarter ended December 31, 2004. During the quarter ended December 31, 2005 average retail certificates of deposit increased 11%, average noninterest bearing deposits increased 6%, average regular savings accounts increased 3%, and average retail money market and NOW accounts increased 1% as compared to the quarter ended December 31, 2004. Total average deposits increased 6% for the year ended December 31, 2005 as compared to 2004, with average noninterest bearing deposits increasing 11%. Excluding acquisitions and the impact of purchase accounting, for the quarter ended December 31, 2005, total average deposits were essentially unchanged as compared to the quarter ended December 31, 2004.

Net interest income was $243 million for the fourth quarter of 2005, essentially flat as compared to the fourth quarter of 2004. For the year ended December 31, 2005, the Company’s net interest income was $997.8 million, up 8% from $927.2 million for the year ended December 31, 2004, due in part to the impact of acquisitions.

The Company’s net interest margin for the quarter ended December 31, 2005 was 3.96% as compared to 3.87% for the quarter ended December 31, 2004 and 4.09% for the quarter ended September 30, 2005. The Company’s net interest margin was negatively impacted as compared to the third quarter of 2005 due primarily to the continued flattening of the yield curve in the fourth quarter of 2005.

The Company’s provision for loan and lease losses amounted to $6.0 million for the quarter ended December 31, 2005, as compared to $10.7 million for the quarter ended December 31, 2004 and $5.5 million for the quarter ended September 30, 2005. The allowance for credit losses to nonperforming loans increased to 381% at December 31, 2005 from 322% for the quarter ended December 31, 2004 and from 369% at September 30, 2005.

Asset quality remained strong during the fourth quarter. As a percentage of total loans and leases, nonperforming loans amounted to 0.30% at December 31, 2005, as compared to 0.42% at December 31, 2004 and 0.32% at September 30, 2005. Total net chargeoffs for the quarter ended December 31, 2005 amounted to $11.3 million as compared to $10.4 million for the same period a year ago and $6.3 million for the quarter ended September 30, 2005. The increase in net chargeoffs in the fourth quarter of 2005 was due, in large part, to increased personal bankruptcies associated with the recent changes to federal bankruptcy laws and to an approximately $3.0 million chargeoff associated with one commercial borrower.

Noninterest income amounted to $60.1 million in the fourth quarter of 2005 as compared to $72.5 million in the fourth quarter of 2004, primarily attributable to the previously-announced pre-tax charge of $45.0 million associated with the Company’s balance sheet restructuring program. For the quarter ended December 31, 2005, excluding net securities gains/losses, adjustments on loans held for sale and changes in unrealized losses on derivatives, noninterest income increased 16% as compared to the same period in 2004 led by increases in noninterest income from deposit services of 24%, merchant and electronic banking income of 14%, and loan fee income of 10%. These increases for the quarter ended December 31, 2005 more than offset declines in insurance brokerage commissions of 9% and investment planning services of 8% as compared to the same period a year ago. For the year ended December 31, 2005, excluding net securities gains/losses, adjustments on loans held for sale and changes in unrealized losses on derivatives, noninterest income increased 13% as compared to the same period in 2004.

Noninterest expense decreased $51.7 million in the fourth quarter of 2005 versus the same period a year ago, largely due to a $61.5 million expense associated with prepayment penalties on borrowings incurred in the fourth quarter of 2004. Excluding the amortization of identifiable intangible assets, merger and consolidation costs and prepayment penalties on borrowings associated with the Company’s deleveraging strategies, noninterest expense increased 9% in the fourth quarter of 2005 as compared to the same period in 2004. For the year ended December 31, 2005, excluding the same

items, noninterest expense increased 11% as compared to 2004 due, in large part, to increased operating expenses associated with the acquisition of BostonFed Bancorp in January 2005 and Cape Cod Bank and Trust in April 2004, as well as to increased marketing expenses incurred in 2005.

The Company’s capital ratios remain strong. At December 31, 2005, the Company’s tier 1 leverage capital ratio was 7.06% and its total risk-based capital ratio was 11.72%. At the same date, the Company’s ratio of tangible equity to tangible assets was 5.69%.

As detailed in the accompanying financial information, the Company’s cash return on average tangible assets for the quarter ended December 31, 2005 was 1.60% as compared to 1.55% for the same period a year ago and the Company’s cash return on average tangible equity for the fourth quarter of 2005 was 29.36% as compared to 24.89% for the same period a year ago. For the year ended December 31, 2005, the Company’s cash return on average tangible assets was 1.63% as compared to 1.50% for 2004 while the Company’s cash return on average tangible equity for the year ended December 31, 2005 was 29.32% as compared to 26.08% for the prior year.

On July 12, 2005, the Company announced it had entered into a definitive agreement to acquire Hudson United Bancorp (NYSE: HU) for approximately $1.9 billion in stock and cash. On January 11, 2006, the shareholders of both Hudson United and TD Banknorth approved the acquisition and on January 17, 2006, the Company announced that all regulatory approvals for the acquisition had been received. The transaction is expected to close on January 31, 2006.

As previously announced, the Company’s board of directors has approved the Company’s planned repurchase of up to 8.5 million shares of its common stock in the open market in connection with the acquisition of Hudson United. It is anticipated that share repurchases will commence after the closing of the Hudson United acquisition and occur at such times and at such prices as management deems appropriate.

About TD Banknorth Inc.

TD Banknorth Inc. is a leading banking and financial services company headquartered in Portland, Maine and a majority-owned subsidiary of TD Bank Financial Group. At December 31, 2005, TD Banknorth had $32.1 billion of total consolidated assets and provided financial services to approximately 1.4 million households in the Northeast. TD Banknorth’s banking subsidiary, TD Banknorth, N.A., operates banking divisions in Maine, New Hampshire, Massachusetts, Connecticut, Vermont and upstate New York. TD Banknorth and TD Banknorth, N.A. also operate subsidiaries and divisions in insurance, wealth management, merchant services, mortgage banking, government banking and other financial services and offer investment products in association with PrimeVest Financial Services, Inc. The TD Banknorth common stock trades on the New York Stock Exchange under the symbol “BNK”. For more information, visithttp://www.tdbanknorth.com.

Notes: This news release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. These measures typically adjust GAAP performance measures to exclude the effects of charges and expenses related to the consummation of mergers and acquisitions and costs related to the integration of merged entities, as well as the amortization of intangible assets in the case of “cash basis” performance measures. These non-GAAP measures also may exclude other significant gains or losses that are unusual in nature, such as securities gains and losses and prepayment penalties incurred in connection with deleveraging strategies. Because these items and their impact on the Company’s performance are difficult to predict, management believes that presentations of financial measures excluding the impact of these items provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies.

This news release contains certain forward-looking statements with respect to the financial condition, results of operations and business of TD Banknorth. Words such as “expect”, “feel”, “believe”, “will”, “may”, “anticipate”, “plan”, “estimate”, “intend”, “should” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited, to, changes in general economic conditions, interest rates, deposit flows, loan demand, competition, legislation or regulation and accounting principles, policies or guidelines, as well as other economic, competitive, governmental, regulatory and accounting and technological factors affecting TD Banknorth’s operations. In addition, acquisitions may result in large one-time charges to income, may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated and may result in unforeseen integration difficulties. Investors are encouraged to access TD Banknorth’s periodic reports filed with the Securities and Exchange Commission for financial and business information regarding TD Banknorth, including information which could affect TD Banknorth’s forward-looking statements. TD Banknorth does not undertake any obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

On May 16, 2005, the Company announced that it had adopted purchase accounting to account for TD Bank Financial Group’s acquisition of a majority interest in the Company on March 1, 2005. To most accurately reflect the application of purchase accounting, the accompanying financial statements use the term “predecessor” to refer to the results of Banknorth Group, Inc., the predecessor entity to TD Banknorth Inc., at the dates and for the periods ending on or prior to February 28, 2005, which are based on historical accounting, and the term “successor” to refer to the results of TD Banknorth Inc. at the dates and for the periods beginning on or after March 1, 2005, which are based on the application of purchase accounting. To assist in the comparability of the Company’s financial results and to make it easier to discuss and understand these results, the financial information discussed herein and presented in the accompanying financial statements combine the “predecessor period” January 1, 2005 to February 28, 2005 with the applicable “successor period” thereafter. Due to the application of purchase accounting as of March 1, 2005, results for the combined periods may not be comparable to the results for the respective predecessor periods. For a detailed discussion of the impact of purchase accounting on the Company’s balance sheet and income statement, reference is made to the Company’s first quarter 2005 earnings release dated May 16, 2005.

CONTACT: TD Banknorth Inc.

Jeff Nathanson, 207-761-8517

TD Banknorth Inc. and SubsidiariesCONSOLIDATED BALANCE SHEETS (Unaudited)

	Successor		Predecessor					Successor
	December 31,		December 31,		%			September 30,		%
(In thousands)	2005		2004		Change			2005		Change
Cash and due from banks	$	758,751	$	541,994		40	%	$	741,983		2	%
Federal funds sold and other short-term investments		10,507		2,312		354	%		7,576		39	%
Securities available for sale		4,419,877		6,728,522		-34	%		4,410,425		0	%
Securities held to maturity		64,126		87,013		-26	%		69,021		-7	%
Loans and leases held for sale		31,398		51,693		-39	%		45,989		-32	%
Loans and leases:
Residential real estate mortgages		2,878,323		3,081,217		-7	%		3,048,411		-6	%
Commercial real estate mortgages		6,776,837		6,249,513		8	%		6,716,035		1	%
Commercial business loans and leases		4,278,048		3,928,594		9	%		4,178,327		2	%
Consumer loans and leases		6,186,519		5,333,670		16	%		6,028,411		3	%
Total loans and leases		20,119,727		18,592,994		8	%		19,971,184		1	%
Less: Allowance for loan and lease losses		223,030		243,152		-8	%		228,334		-2	%
Loans and leases, net		19,896,697		18,349,842		8	%		19,742,850		1	%
Premises and equipment		331,912		300,120		11	%		313,151		6	%
Goodwill		4,547,604		1,365,780		233	%		4,549,355		0	%
Identifiable intangible assets		668,365		50,376	NM				696,401		-4	%
Bank-owned life insurance		572,847		523,129		10	%		566,836		1	%
Other assets		793,269		687,029		15	%		671,659		18	%
	$	32,095,353	$	28,687,810		12	%	$	31,815,246		1	%
Liabilities & Shareholders’ Equity
Deposits:
Regular savings	$	2,653,233	$	2,546,018		4	%	$	2,630,947		1	%
Retail money market and NOW accounts		7,819,812		7,907,513		-1	%		8,398,406		-7	%
Retail certificates of deposit		5,132,117		4,484,370		14	%		4,863,471		6	%
Brokered deposits		63,953		576	NM				61,576		4	%
Noninterest bearing deposits		4,603,533		4,289,104		7	%		4,668,178		-1	%
Total deposits		20,272,648		19,227,581		5	%		20,622,578		-2	%
Borrowings from the Federal Home Loan Bank		551,609		1,997,336		-72	%		558,112		-1	%
Federal funds purchased and securities sold under repurchase agreements		3,339,091		2,952,476		13	%		2,651,338		26	%
Subordinated debt and senior notes		606,260		346,879		75	%		607,414		0	%
Other borrowings		60,773		382,385		-84	%		40,688		49	%
Junior subordinated debentures		366,237		311,629		18	%		368,796		-1	%
Deferred tax liability related to other identifiable intangible assets		261,932		17,632	NM				258,017		2	%
Other liabilities		152,930		275,778		-45	%		244,680		-37	%
Total liabilities		25,611,480		25,511,696		0	%		25,351,623		1	%
Shareholders’ equity		6,483,873		3,176,114		104	%		6,463,623		0	%
	$	32,095,353	$	28,687,810		12	%	$	31,815,246		1	%

NM — Calculated % change is not meaningful.

TD Banknorth Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(In thousands, except per share data)

	Combined			Predecessor						Successor			Predecessor
										Three Months			Three Months
	Year Ended			Year Ended						Ended			Ended
	December 31,			December 31,			%			December 31,			December 31,			%
	2005			2004			Change			2005			2004			Change
Interest and dividend income	$	1,400,692		$	1,250,848			12	%	$	363,917		$	327,899			11	%
Interest expense		402,889			323,623			24	%		120,477			83,783			44	%
Net interest income		997,803			927,225			8	%		243,440			244,116			0	%
Provision for loan and lease losses		17,166			40,340			-57	%		6,000			10,670			-44	%
Net interest income after provision for loan and lease losses		980,637			886,885			11	%		237,440			233,446			2	%
Noninterest income:
Deposit services		129,629			109,321			19	%		35,137			28,326			24	%
Insurance brokerage commissions		50,511			50,311			0	%		10,798			11,880			-9	%
Merchant and electronic banking income, net		58,903			50,564			16	%		15,238			13,368			14	%
Wealth management services		42,183			39,788			6	%		10,622			10,489			1	%
Loan fee income		31,456			26,453			19	%		7,613			6,926			10	%
Bank-owned life insurance		24,207			23,282			4	%		6,009			5,779			4	%
Investment planning services		19,292			19,418			-1	%		4,433			4,799			-8	%
Net securities gains/(losses)		(93,070	)		(7,701	)	NM				(45,048	)		(17,761	)		154	%
Loans held for sale — lower of cost or market adjustment		(7,114	)		—		NM				—			—		NM
Change in unrealized loss on certain derivatives		5,943			—		NM				(11	)		—		NM
Other noninterest income		44,657			34,520			29	%		15,306			8,732			75	%
		306,597			345,956			-11	%		60,097			72,538			-17	%
Noninterest expense:
Salaries and employee benefits		408,927			356,611			15	%		100,904			90,138			12	%
Occupancy and equipment		122,279			112,372			9	%		30,548			29,320			4	%
Data processing		46,020			43,141			7	%		11,693			11,568			1	%
Advertising and marketing		30,381			25,550			19	%		8,097			5,445			49	%
Amortization of identifiable intangible assets		105,087			8,627		NM				30,894			2,260		NM
Merger and consolidation costs (1)		42,679			49,634			-14	%		4,957			38,286			-87	%
Prepayment penalties on borrowings		6,303			61,546			-90	%		—			61,546			-100	%
Other noninterest expense		109,152			107,620			1	%		28,564			28,796			-1	%
		870,828			765,101			14	%		215,657			267,359			-19	%
Income before income tax expense		416,406			467,740			-11	%		81,880			38,625			112	%
Income tax expense		142,428			163,097			-13	%		26,315			17,927			47	%
Net Income	$	273,978		$	304,643			-10	%	$	55,565		$	20,698			168	%
Weighted average shares outstanding:
Basic		176,040			170,766			3	%		173,745			177,071			-2	%
Diluted		177,001			174,158			2	%		174,427			179,953			-3	%
Earnings per share:
Basic	$	1.56		$	1.78			-12	%	$	0.32		$	0.12			167	%
Diluted		1.55			1.75			-11	%		0.32			0.12			167	%

(1) Merger and consolidation costs consist of merger charges and certain asset write-downs.

NM — calculated % change is not meaningful

TD Banknorth Inc. and Subsidiaries
SELECTED FINANCIAL HIGHLIGHTS (Unaudited)

(In thousands, except per share data)

	Combined			Predecessor						Successor			Predecessor
										Three Months			Three Months
	Year Ended			Year Ended						Ended			Ended
	December 31,			December 31,			%			December 31,			December 31,			%
	2005			2004			Change			2005			2004			Change
Net interest income	$	997,803		$	927,225			8	%	$	243,440		$	244,116			0	%
Net income	$	273,978		$	304,643			-10	%	$	55,565		$	20,698			168	%
Shares outstanding (end of period)		173,665			179,298			-3	%		173,665			179,298			-3	%
Weighted average shares outstanding:
Basic		176,040			170,766			3	%		173,745			177,071			-2	%
Diluted		177,001			174,158			2	%		174,427			179,953			-3	%
Earnings per share:
Basic	$	1.56		$	1.78			-12	%	$	0.32		$	0.12			167	%
Diluted	$	1.55		$	1.75			-11	%	$	0.32		$	0.12			167	%
Shareholders’ equity (end of period)	$	6,483,873		$	3,176,114		NM			$	6,483,873		$	3,176,114		NM
Book value per share (end of period)	$	37.34		$	17.71		NM			$	37.34		$	17.71		NM
Tangible book value per share (end of period)		8.81			9.91			-11	%		8.81			9.91			-11	%
							Nominal									Nominal
							Inc/(Dec)									Inc/(Dec)
RATIOS & OTHER INFORMATION:
Net interest margin, fully-taxable equivalent basis		4.03	%		3.72	%		0.31	%		3.96	%		3.87	%		0.09	%
Return on average assets		0.87	%		1.08	%		-0.21	%		0.69	%		0.29	%		0.40	%
Return on average equity		4.60	%		10.63	%		-6.03	%		3.42	%		2.66	%		0.76	%
At period end:
Tangible equity/tangible assets		5.69	%		6.52	%		-0.83	%		5.69	%		6.52	%		-0.83	%
Tier 1 leverage capital ratio		7.06	%		7.58	%		-0.52	%		7.06	%		7.58	%		-0.52	%
Tier 1 risk based capital ratio		8.62	%		9.96	%		-1.34	%		8.62	%		9.96	%		-1.34	%
Total risk based capital ratio		11.72	%		12.13	%		-0.41	%		11.72	%		12.13	%		-0.41	%
Nonperforming loans (1)	$	60,565		$	77,559			$(16,994	)	$	60,565		$	77,559			$(16,994	)
Total nonperforming assets (1)	$	61,535		$	81,103			$(19,568	)	$	61,535		$	81,103			$(19,568	)
Nonperforming loans as a % of total loans		0.30	%		0.42	%		-0.12	%		0.30	%		0.42	%		-0.12	%
Nonperforming assets as a % of total assets		0.19	%		0.28	%		-0.09	%		0.19	%		0.28	%		-0.09	%
Full service banking offices		396			386						396			386
FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS (Non-GAAP Financial Information):
See pages 15 and 16 for a reconciliation table of non-GAAP financial information.
Earnings per diluted share, GAAP basis	$	1.55		$	1.75			$(0.20	)	$	0.32		$	0.12		$	0.20
Merger & consolidation costs, per diluted share, net of tax (2)		0.17			0.23			(0.06	)		0.02			0.17			(0.15	)
Change in unrealized loss on certain derivatives, per diluted share, net of tax		(0.02	)		—			(0.02	)		—			—			—
Deleveraging/restructuring losses, per diluted share, net of tax (3)		0.40			0.30			0.10			0.17			0.29			(0.12	)
Earnings per diluted share, as adjusted		2.10			2.28			(0.18	)		0.51			0.58			(0.07	)
Amortization of intangibles, per diluted share, net of tax		0.38			0.03			0.35			0.11			0.01			0.10
Earnings per diluted share, as adjusted	$	2.48		$	2.31		$	0.17		$	0.62		$	0.59		$	0.03
Noninterest income as a percent of total income (4)		28.66	%		27.61	%		1.05	%		30.17	%		27.00	%		3.17	%
Noninterest income (4)	$	400,836		$	353,654		$	47,182		$	105,156		$	90,299		$	14,857
Return on average assets (5)		1.17	%		1.41	%		-0.24	%		1.09	%		1.46	%		-0.37	%
Cash return on average tangible assets (5) (6)		1.63	%		1.50	%		0.13	%		1.60	%		1.55	%		0.05	%
Return on average equity (5)		6.24	%		13.84	%		-7.60	%		5.43	%		13.43	%		-8.00	%
Cash return on average tangible equity (5) (6)		29.32	%		26.08	%		3.24	%		29.36	%		24.89	%		4.47	%
Noninterest expense (7)	$	716,760		$	645,292		$	71,468		$	179,808		$	165,268		$	14,540
Efficiency ratio (8)		58.76	%		51.05	%		7.71	%		60.44	%		50.10	%		10.34	%
Cash efficiency ratio (9)		51.25	%		50.38	%		0.87	%		51.58	%		49.42	%		2.16	%

(1)	During the three months ended March 31, 2005, in connection with the use of purchase accounting for the transaction with TD on March 1, 2005, nonperforming loans and nonperforming assets were reduced by $21.4 million of specific reserves on impaired loans which were applied to reduce the loan balance under SOP 03-3 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”.
(2)	Merger and consolidation costs consist of merger related charges and certain asset write-downs.
(3)	Deleveraging/restructuring losses consist of losses on securities sales, lower of cost or market adjustments and prepayment penalties on borrowings incurred in connection with balance sheet restructurings.
(4)	Excludes securities gains/(losses), lower of cost or market adjustments, and gains/losses on certain derivatives.
(5)	Excludes merger and consolidation costs, changes in unrealized loss on certain derivatives, and deleveraging losses, net of related tax benefits.
(6)	Cash ratios reflect adjustments to exclude amortization expense on intangible assets, net of related taxes.
(7)	Excludes pre-tax merger and consolidation costs, prepayment penalties on borrowings, and amortization of intangible assets.
(8)	Excludes securities gains/(losses), lower of cost or market adjustments, prepayment penalties on borrowings, and gains/losses on certain derivatives, and merger and consolidation costs.
(9)	Excludes securities gains/(losses), lower of cost or market adjustments, prepayment penalties on borrowings, merger and consolidation costs, gains/losses on certain derivatives, and amortization of intangible assets.

Ratio are annualized where appropriate.

TD Banknorth Inc. and Subsidiaries
CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited)

	Successor						Predecessor
	Three Months Ended December 31,						Three Months Ended December 31,
	2005						2004
	Average			Yield/			Average			Yield/
(Dollars in thousands)	Balance			Rate			Balance			Rate
Assets
Loans and leases (1)
Residential real estate mortgages	$	3,047,980			5.47	%	$	3,138,974			4.94	%
Commercial real estate mortgages		6,821,363			6.32	%		6,250,243			5.95	%
Commercial loans and leases		4,179,365			6.43	%		3,853,844			5.19	%
Consumer loans and leases		6,126,181			6.04	%		5,308,272			5.28	%
		20,174,889			6.13	%		18,551,333			5.43	%
Securities		4,449,226			4.90	%		6,797,511			4.51	%
Federal funds sold and other short-term investments		18,080			1.82	%		12,461			0.95	%
Securities purchased under agreements to resell		—			0.00	%		1,667			1.75	%
Total earning assets		24,642,195			5.90	%		25,362,972			5.18	%
Bank-owned life insurance		568,888						519,506
Goodwill		4,549,034						1,368,912
Identifiable intangible assets		691,207						50,645
Noninterest-earning assets		1,657,654						1,274,366
Total assets	$	32,108,978					$	28,576,401
Liabilities & Shareholders’ Equity
Interest-bearing deposits:
Regular savings	$	2,656,664			0.56	%	$	2,568,297			0.29	%
Retail money market and NOW accounts		8,115,707			1.75	%		8,057,876			0.86	%
Retail certificates of deposit		5,022,994			2.63	%		4,539,483			2.04	%
Brokered deposits		62,118			3.86	%		576			2.38	%
Total interest-bearing deposits		15,857,483			1.84	%		15,166,232			1.12	%
Borrowed funds		4,659,938			4.00	%		5,805,974			2.83	%
Total interest-bearing liabilities		20,517,421			2.33	%		20,972,206			1.59	%
Noninterest bearing deposits		4,557,823						4,319,603
Deferred tax liability related to other identifiable intangible assets		254,235						17,726
Other liabilities		332,163						169,979
Shareholders’ equity		6,447,336						3,096,887
Total liabilities and shareholders’ equity	$	32,108,978					$	28,576,401
Net earning assets	$	4,124,774					$	4,390,766
Net interest income (fully-taxable equivalent)	$	245,446					$	245,874
Less: fully-taxable equivalent adjustments		(2,006	)					(1,758	)
Net interest income	$	243,440					$	244,116
Net interest rate spread (fully-taxable equivalent)					3.57	%					3.59	%
Net interest margin (fully-taxable equivalent)					3.96	%					3.87	%

(1) Loans and leases include portfolio loans and leases, loans held for sale and nonperforming loans.

TD Banknorth Inc. and Subsidiaries
CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited)

	Combined (1)						Predecessor
	Year Ended December 31,						Year Ended December 31,
		2005					2004
	Average			Yield/			Average			Yield/
(Dollars in thousands)	Balance			Rate			Balance			Rate
Assets
Loans and leases (2)
Residential real estate mortgages	$	3,439,050			5.38	%	$	2,997,572			5.01	%
Commercial real estate mortgages		6,662,952			6.07	%		5,959,510			5.79	%
Commercial loans and leases		4,135,985			5.96	%		3,686,918			4.92	%
Consumer loans and leases		5,810,028			5.85	%		5,090,537			5.13	%
		20,048,015			5.86	%		17,734,537			5.29	%
Securities		4,863,214			4.77	%		7,339,166			4.35	%
Federal funds sold and other short-term investments		16,596			1.86	%		9,567			0.86	%
Securities purchased under agreements to resell		—			0.00	%		419			1.78	%
Total earning assets		24,927,825			5.65	%		25,083,689			5.01	%
Bank-owned life insurance		558,961						503,957
Goodwill		4,045,300						1,293,762
Identifiable intangible assets		619,335						45,797
Noninterest-earning assets		1,499,256						1,246,219
Total assets	$	31,650,677					$	28,173,424
Liabilities & Shareholders’ Equity
Interest-bearing deposits:
Regular savings	$	2,650,297			0.37	%	$	2,563,838			0.29	%
Retail money market and NOW accounts		8,105,948			1.39	%		7,678,644			0.81	%
Retail certificates of deposit		4,838,189			2.13	%		4,647,746			1.96	%
Brokered deposits		66,709			3.85	%		272			2.03	%
Total interest-bearing deposits		15,661,143			1.46	%		14,890,500			1.08	%
Borrowed funds		5,089,451			3.42	%		6,245,995			2.60	%
Total interest-bearing liabilities		20,750,594			1.94	%		21,136,495			1.53	%
Noninterest bearing deposits		4,420,826						3,987,311
Deferred tax liability related to other identifiable intangible assets		197,747						16,029
Other liabilities		319,094						168,049
Shareholders’ equity		5,962,416						2,865,540
Total liabilities and shareholders’ equity	$	31,650,677					$	28,173,424
Net earning assets	$	4,177,231					$	3,947,194
Net interest income (fully-taxable equivalent)	$	1,005,197					$	933,696
Less: fully-taxable equivalent adjustments		(7,394	)					(6,471	)
Net interest income	$	997,803					$	927,225
Net interest rate spread (fully-taxable equivalent)					3.71	%					3.48	%
Net interest margin (fully-taxable equivalent)					4.03	%					3.72	%

(1)

Includes two months of average balances based on historical cost and ten months of average balances including purchase accounting and fair value adjustments. Had TD’s acquisition of a majority interest in TD Banknorth occurred at the beginning of the first quarter, noninterest-earning assets, total assets, shareholders’ equity, and total liabilities and shareholders’ equity would have been approximately $600 million higher than the amounts in the above table, primarily related to intangible assets.

(2)

Loans and leases include portfolio loans and leases, loans held for sale and nonperforming loans.

TD Banknorth Inc. and Subsidiaries
Asset Quality (unaudited)

(Dollars in thousands)

	Successor												Predecessor
	12/31/2005			9/30/2005			6/30/2005			3/31/2005			12/31/2004
Nonperforming assets:
Residential real estate mortgages	$	7,970		$	6,531		$	6,165		$	8,614		$	7,846
Commercial real estate mortgages		25,219			29,224			30,353			23,553	(1)		29,948
Commercial business loans and leases		20,211			21,306			26,776			24,520	(1)		32,421
Consumer loans and leases		7,165			6,899			6,816			6,229			7,344
Total nonperforming loans and leases		60,565			63,960			70,110			62,916			77,559
Other nonperforming assets, net		970			2,929			3,796			6,012			3,544
Total nonperforming assets	$	61,535		$	66,889		$	73,906		$	68,928	(1)	$	81,103
Accruing loans which are 90 days overdue	$	6,887		$	6,489		$	6,122		$	5,041		$	5,254
Allowance for loan and lease losses	$	223,030		$	228,334		$	228,168		$	228,165	(1)	$	243,152
Liability for unfunded credit commitments		7,907			7,607			6,807			6,707			6,600
Total allowance for credit losses	$	230,937		$	235,941		$	234,975		$	234,872	(1)	$	249,752
Net loan charge-offs (recoveries):
Residential real estate mortgages	$	(13	)	$	(125	)	$	89		$	57		$	(9	)
Commercial real estate mortgages		(30	)		1,717			(391	)		4,032			(486	)
Total real estate mortgages		(43	)		1,592			(302	)		4,089			(495	)
Commercial business loans and leases		4,355			3			(229	)		544			5,594
Consumer loans and leases		6,994			4,739			4,126			5,481			5,303
Total net charge-offs	$	11,306		$	6,334		$	3,595		$	10,114		$	10,402
Provision for credit losses:
Provision for loan and lease losses	$	6,000		$	5,500		$	3,597		$	2,069		$	10,670
Provision for off balance sheet commitments (2)		300			800			100			—			—
Total provision for credit losses	$	6,300		$	6,300		$	3,697		$	2,069		$	10,670
Ratios:
Allowance for credit losses to total loans and leases		1.15	%		1.18	%		1.17	%		1.20%	(1)		1.34	%
Allowance for credit losses to nonperforming loans		381.30	%		368.89	%		335.15	%		373.31	%		322.02	%
Nonperforming loans to total loans and leases		0.30	%		0.32	%		0.35	%		0.32	%		0.42	%
Nonperforming assets to total assets		0.19	%		0.21	%		0.23	%		0.21	%		0.28	%
Net charge-offs to average loans — QTD (3)		0.22	%		0.13	%		0.07	%		0.21	%		0.22	%

(1)	The decreases in nonperforming assets and total allowance for credit losses reflect the application of specific reserves against certain nonperforming loans and leases to the carrying value of such assets in connection with the use of purchase accounting to account for TD’s acquisition of a majority interest in TD Banknorth on March 1, 2005. Specific reserves of $6.9 million and $14.5 million were applied to reduce the individual loan balances on impaired commercial real estate loans and impaired commercial business loans and leases, respectively.
(2)	Included in other noninterest expense
(3)	Annualized.

��

TD Banknorth Inc. and SubsidiariesCONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

	2005											2004
	Successor								Combined			Predecessor
	Fourth			Third			Second		First			Fourth
(In thousands, except per share data)	Quarter			Quarter			Quarter		Quarter			Quarter
Interest and dividend income	$	363,917		$	350,679		$	342,447	$	343,647		$	327,899
Interest expense		120,477			101,682			89,819		90,910			83,783
Net interest income		243,440			248,997			252,628		252,737			244,116
Provision for loan and lease losses		6,000			5,500			3,597		2,069			10,670
Net interest income after provision for loan and lease losses		237,440			243,497			249,031		250,668			233,446
Noninterest income:
Deposit services		35,137			34,558			31,752		28,183			28,326
Insurance brokerage commissions		10,798			12,216			13,604		13,892			11,880
Merchant and electronic banking income, net		15,238			15,824			14,727		13,114			13,368
Wealth management services		10,622			10,662			10,395		10,504			10,489
Loan fee income		7,613			8,031			8,891		6,921			6,926
Bank-owned life insurance		6,009			5,994			6,106		6,098			5,779
Investment planning services		4,433			4,708			5,462		4,689			4,799
Net securities gains/(losses)		(45,048	)		1,014			1,439		(50,476	)		(17,761	)
Loans held for sale — lower of cost or market adjustment		—			—			386		(7,500	)		—
Change in unrealized loss on derivatives		(11	)		(711	)		14,840		(8,175	)		—
Other noninterest income		15,306			11,311			9,669		8,372			8,732
		60,097			103,607			117,271		25,622			72,538
Noninterest expense:
Salaries and employee benefits		100,904			102,059			105,096		100,868			90,138
Occupancy and equipment		30,548			29,945			31,048		30,738			29,320
Data processing		11,693			11,675			11,618		11,033			11,568
Advertising and marketing		8,097			7,503			8,087		6,695			5,445
Amortization of identifiable intangible assets		30,894			31,041			31,657		11,495			2,260
Merger and consolidation costs (1)		4,957			1,162			5,367		31,192			38,286
Prepayment penalties on borrowings		—			—			—		6,303			61,546
Other noninterest expense		28,564			28,344			27,459		24,784			28,796
		215,657			211,729			220,332		223,108			267,359
Income before income tax expense		81,880			135,375			145,970		53,182			38,625
Income tax expense		26,315			46,634			50,376		19,103			17,927
Net Income	$	55,565		$	88,741		$	95,594	$	34,079		$	20,698
Weighted average shares outstanding:
Basic		173,745			173,661			173,428		183,393			177,071
Diluted		174,427			174,398			174,261		184,890			179,953
Earnings per share:
Basic	$	0.32		$	0.51		$	0.55	$	0.19		$	0.12
Diluted		0.32			0.51			0.55		0.18			0.12

(1) Merger and consolidation costs consist of merger charges and certain asset write-downs.

TD Banknorth Inc. and SubsidiariesSELECTED FINANCIAL HIGHLIGHTS (Unaudited)

	2005												2004
	Successor									Combined			Predecessor
	Fourth			Third			Second			First			Fourth
(In thousands, except per share data)	Quarter			Quarter			Quarter			Quarter			Quarter
Net interest income	$	243,440		$	248,997		$	252,628		$	252,733		$	244,116
Net income	$	55,565		$	88,740		$	95,595		$	34,076		$	20,698
Shares outstanding (end of period)		173,665			173,615			173,406			173,208			179,298
Weighted average shares outstanding:
Basic		173,745			173,661			173,428			183,393			177,071
Diluted		174,427			174,398			174,261			184,890			179,953
Earnings per share:
Basic	$	0.32		$	0.51		$	0.55		$	0.19		$	0.12
Diluted	$	0.32		$	0.51		$	0.55		$	0.18		$	0.12
Shareholders’ equity (end of period)	$	6,483,873		$	6,463,623		$	6,473,496		$	6,348,494		$	3,176,114
Book value per share (end of period)	$	37.34		$	37.23		$	37.33		$	36.65		$	17.71
Tangible book value per share (end of period)	$	8.81		$	8.50		$	8.45		$	7.61		$	9.91
RATIOS & OTHER INFORMATION:
Net interest margin, fully-taxable equivalent basis		3.96	%		4.09	%		4.12	%		3.96	%		3.87	%
Return on average assets		0.69	%		1.11	%		1.20	%		0.45	%		0.29	%
Return on average equity		3.42	%		5.44	%		5.98	%		3.09	%		2.66	%
At period end:
Tangible equity/tangible assets		5.69	%		5.55	%		5.53	%		4.91	%		6.52	%
Tier 1 leverage capital ratio		7.06	%		6.99	%		6.65	%		6.29	%		7.58	%
Tier 1 risk based capital ratio		8.62	%		8.54	%		8.29	%		7.97	%		9.96	%
Total risk based capital ratio		11.72	%		11.72	%		10.43	%		10.13	%		12.13	%
Nonperforming loans (1)	$	60,565		$	63,960		$	70,110		$	62,916		$	77,559
Total nonperforming assets (1)	$	61,535		$	66,889		$	73,906		$	68,928		$	81,103
Nonperforming loans as a % of total loans		0.30	%		0.32	%		0.35	%		0.32	%		0.42	%
Nonperforming assets as a % of total assets		0.19	%		0.21	%		0.23	%		0.21	%		0.28	%
Full service banking offices		396			397			395			396			386
FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS (Non-GAAP Financial Information):
See page 15 for a reconciliation table of non-GAAP financial information.
Earnings per diluted share, GAAP basis	$	0.32		$	0.51		$	0.55		$	0.18		$	0.12
Merger & consolidation costs, per diluted share, net of tax (2)		0.02			—			0.02			0.13			0.17
Change in unrealized loss on certain derivatives, per diluted diluted share, net of tax		—			—			(0.05	)		0.03			—
Deleveraging/restructuring losses, per diluted share, net of tax (3)		0.17			0.01			—			0.22			0.29
Earnings per diluted share, as adjusted		0.51			0.52			0.52			0.56			0.58
Amortization of intangibles, per diluted share, net of tax		0.11			0.11			0.11			0.04			0.01
Earnings per diluted share, as adjusted	$	0.62		$	0.63		$	0.63		$	0.60		$	0.59
Noninterest income as a percent of total income (4)		30.17	%		29.32	%		28.48	%		26.64	%		27.00	%
Noninterest income (4)	$	105,156		$	103,304		$	100,606		$	91,772		$	90,299
Return on average assets (5)		1.09	%		1.12	%		1.12	%		1.38	%		1.46	%
Cash return on average tangible assets (5) (6)		1.60	%		1.64	%		1.64	%		1.63	%		1.55	%
Return on average equity (5)		5.43	%		5.51	%		5.58	%		9.45	%		13.43	%
Cash return on average tangible equity (5) (6)		29.36	%		29.39	%		31.32	%		25.70	%		24.89	%
Noninterest expense (7)	$	179,806		$	179,525		$	183,309		$	174,120		$	165,267
Efficiency ratio (8)		60.44	%		59.77	%		60.86	%		53.88	%		50.10	%
Cash efficiency ratio (9)		51.58	%		50.96	%		51.89	%		50.54	%		49.42	%

(1)	During the three months ended March 31, 2005, in connection with the use of purchase accounting for the transaction with TD on March 1, 2005, nonperforming loans and nonperforming assets were reduced by $21.4 million of specific reserves on impaired loans which were applied to reduce the loan balance under SOP 03-3 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”.
(2)	Merger and consolidation costs consist of merger related charges and certain asset write-downs.
(3)	Deleveraging/restructuring losses consist of losses on securities sales, lower of cost or market adjustments and prepayment penalties on borrowings incurred in connection with balance sheet restructurings.
(4)	Excludes securities gains/(losses), lower of cost or market adjustments, and gains/losses on certain derivatives.
(5)	Excludes merger and consolidation costs, changes in unrealized loss on certain derivatives, and deleveraging losses, net of related tax benefits.
(6)	Cash ratios reflect adjustments to exclude the amortization expense on intangible assets, net of related taxes.
(7)	Excludes pre-tax merger and consolidation costs, prepayment penalties on borrowings, and amortization of intangible assets.
(8)	Excludes securities gains/(losses), lower of cost or market adjustments, prepayment penalties on borrowings, gains/losses on certain derivatives, and merger and consolidation costs.
(9)	Excludes securities gains/(losses), lower of cost or market adjustments, prepayment penalties on borrowings, merger and consolidation costs, gains/losses on certain derivatives, and amortization of intangible assets.

Ratios are annualized where appropriate.

TD Banknorth Inc. and Subsidiaries

Reconciliation Table - Non-GAAP Financial Information (Unaudited)

	2005												2004
	Successor									Combined			Predecessor
	Fourth			Third			Second			First			Fourth
(In thousands,except per share data)	Quarter			Quarter			Quarter			Quarter			Quarter
Net income (GAAP)	$	55,565		$	88,740		$	95,595		$	34,076		$	20,698
Add back merger and consolidation costs, change in unrealized loss on derivatives, deleveraging losses, and amortization of intangibles, net of tax
Merger related		3,366			755			3,489			23,375			32,400
Change in unrealized loss on derivatives		4			462			(9,646	)		5,314			—
Revised auto lease residual charge		—			—			—			—			(84	)
Deleveraging losses		29,250			0			(109	)		41,562			51,560
Net income, as adjusted		88,185			89,957			89,329			104,327			104,574
Amortization of intangibles		19,952			19,540			19,769			7,472			1,470
Net income, as adjusted	$	108,137		$	109,497		$	109,098		$	111,799		$	106,044
Diluted earnings per share (GAAP)	$	0.32		$	0.51		$	0.55		$	0.18		$	0.12
Effects of merger and consolidation costs, net of tax		0.02			—			0.02			0.13			0.17
Effects of change in unrealized loss on derivatives, net of tax		—			—			(0.05	)		0.03			—
Effects of deleveraging losses, net of tax		0.17			0.01			—			0.22			0.29
Diluted earnings per share, as adjusted		0.51			0.52			0.52			0.56			0.58
Effects of amortization of intangibles, net of tax		0.11			0.11			0.11			0.04			0.01
Diluted earnings per share, as adjusted	$	0.62		$	0.63		$	0.63		$	0.60		$	0.59
Average Assets(GAAP)	$	32,108,978		$	31,734,972		$	32,008,478		$	30,705,504		$	28,576,401
Average goodwill		(4,549,034	)		(4,549,680	)		(4,536,952	)		(2,517,379	)		(1,368,912	)
Average identifiable intangible assets		(691,207	)		(715,078	)		(746,331	)		(301,197	)		(50,645	)
Average tangible assets	$	26,868,737		$	26,470,214		$	26,725,195		$	27,886,928		$	27,156,844
Average Equity(GAAP)	$	6,447,336		$	6,477,100		$	6,415,590		$	4,477,650		$	3,096,887
Average goodwill		(4,549,034	)		(4,549,680	)		(4,536,952	)		(2,517,379	)		(1,368,912	)
Average identifiable intangible assets		(691,207	)		(715,078	)		(746,331	)		(301,197	)		(50,645	)
Average deferred tax liability related to other identifiable intangible assets		254,235			265,588			264,676			105,419			17,726
Average tangible equity	$	1,461,330		$	1,477,930		$	1,396,983		$	1,764,493		$	1,695,056
Return on average assets (GAAP)		0.69	%		1.11	%		1.20	%		0.45	%		0.29	%
Effects of merger and consolidation costs, net of tax		0.04	%		0.01	%		0.04	%		0.31	%		0.45	%
Effects of change in unrealized loss on derivatives, net of tax		—			—			-0.12	%		0.07	%		—
Effects of deleveraging losses, net of tax		0.36	%		—			—			0.55	%		0.72	%
Effects of amortization of intangibles, net of tax		0.51	%		0.52	%		0.52	%		0.25	%		0.09	%
Return on average assets, as adjusted		1.60	%		1.64	%		1.64	%		1.63	%		1.55	%
Return on average equity (GAAP)		3.42	%		5.44	%		5.98	%		3.09	%		2.66	%
Effects of merger and consolidation costs, net of tax		0.21	%		0.04	%		0.21	%		2.11	%		4.15	%
Effects of change in unrealized loss on derivatives, net of tax		—			0.03	%		-0.60	%		0.49	%		—
Effects of deleveraging losses, net of tax		1.80	%		—			-0.01	%		3.76	%		6.62	%
Effects of amortization of intangibles, net of tax		23.93	%		23.88	%		25.74	%		16.25	%		11.46	%
Return on average equity, as adjusted		29.36	%		29.39	%		31.32	%		25.70	%		24.89	%
Efficiency ratio		71.05	%		60.05	%		59.57	%		80.15	%		84.43	%
Effects of merger and consolidation costs		-1.65	%		-0.16	%		-1.19	%		-11.29	%		-12.08	%
Effects of change in unrealized loss on derivatives		—			-0.12	%		2.45	%		-1.96	%		—
Effects of deleveraging losses		-8.96	%		—			0.02	%		-13.67	%		-22.25	%
Effects of amortization of intangibles		-8.86	%		-8.81	%		-8.96	%		-2.69	%		-0.68	%
Efficiency ratio, as adjusted		51.58	%		50.96	%		51.89	%		50.54	%		49.42	%
Noninterest Income	$	60,097		$	103,607		$	117,271		$	25,622		$	72,538
Net securities(gains) losses		45,048			(1,014	)		(1,439	)		50,476			17,761
Lower of cost or market adjustments		—			—			(386	)		7,500			—
Change in unrealized loss on derivatives		11			711			(14,840	)		8,175			—
Noninterest Income, as adjusted	$	105,156		$	103,304		$	100,606		$	91,773		$	90,299
Noninterest Expense	$	215,657		$	211,729		$	220,332		$	223,108		$	267,359
Merger and consolidation costs		(4,957	)		(1,162	)		(5,367	)		(31,192	)		(38,286	)
Prepayment penalties on borrowings		—			—			—			(6,303	)		(61,546	)
Excluding merger and consolidation costs and prepayment penalties		210,700			210,567			214,965			185,613			167,527
Amortization of intangibles		(30,894	)		(31,041	)		(31,657	)		(11,495	)		(2,260	)
Noninterest Expense, as adjusted	$	179,806		$	179,526		$	183,308		$	174,118		$	165,267

TD Banknorth Inc. and Subsidiaries

Reconciliation Table - Non-GAAP Financial Information (Unaudited)

	Year Ended
	Combined			Predecessor
(In thousands, except per share data)	12/31/2005			12/31/2004
Net income (GAAP)	$	273,978		$	304,643
Add back merger and consolidation costs, change in unrealized loss on derivatives, deleveraging losses/(gains), and amortization of intangibles, net of tax
Merger related		30,988			40,764
Change in unrealized loss on derivatives		(3,866	)		—
Revised auto lease residual charge		—			(370	)
Deleveraging losses	70,703			51,560
Net income, as adjusted		371,803			396,597
Amortization of intangibles		66,734			5,608
Net income, as adjusted		438,537			402,205
Diluted earnings per share (GAAP)	$	1.55		$	1.75
Effects of merger and consolidation costs, net of tax		0.17			0.23
Effects of change in unrealized loss on derivatives, net of tax		(0.02	)		—
Effects of deleveraging losses, net of tax		0.40			0.30
Diluted earnings per share, as adjusted		2.10			2.28
Effects of amortization of intangibles, net of tax		0.38			0.03
Diluted earnings per share, as adjusted	$	2.48		$	2.31
Average Assets (GAAP)	$	31,650,677		$	28,173,424
Average goodwill		(4,045,300	)		(1,293,762	)
Average identifiable intangible assets		(619,335	)		(45,797	)
Average tangible assets	$	26,986,042		$	26,833,864
Average Equity (GAAP)	$	5,962,416		$	2,865,540
Average goodwill		(4,045,300	)		(1,293,762	)
Average identifiable intangible assets		(619,335	)		(45,797	)
Average deferred tax liability related to other identifiable intangible assets		197,747			16,029
Average tangible equity	$	1,495,528		$	1,542,008
Return on average assets (GAAP)		0.87	%		1.08	%
Effects of merger and consolidation costs, net of tax		0.09	%		0.14	%
Effects of change in unrealized loss on derivatives, net of tax		-0.01	%		0.00	%
Effects of deleveraging losses, net of tax		0.22	%		0.19	%
Effects of amortization of intangibles, net of tax		0.46	%		0.09	%
Return on average assets, as adjusted		1.63	%		1.50	%
Return on average equity (GAAP)		4.60	%		10.63	%
Effects of merger and consolidation costs, net of tax		0.51	%		1.41	%
Effects of change in unrealized loss onderivatives, net of tax		-0.06	%		0.00	%
Effects of deleveraging losses, net of tax		1.19	%		1.80	%
Effects of amortization of intangibles, net of tax		23.08	%		12.24	%
Return on average equity, as adjusted		29.32	%		26.08	%
Efficiency ratio		66.76	%		60.09	%
Effects of merger and consolidation costs		-3.16	%		-3.45	%
Effects of change in unrealized loss on derivatives		0.29	%		0.00	%
Effects of deleveraging losses		-5.13	%		-5.59	%
Effects of amortization of intangibles		-7.51	%		-0.67	%
Efficiency ratio, as adjusted		51.25	%		50.38	%
Noninterest Income	$	306,597		$	345,956
Net securities (gains) losses		93,070			7,701
Lower of cost or market adjustments		7,114			—
Change in unrealized (gains) losses on derivatives		(5,943	)		—
Noninterest Income, as adjusted	$	400,838		$	353,657
Noninterest Expense	$	870,828		$	765,101
Merger and consolidation costs		(42,679	)		(49,634	)
Prepayment penalties on borrowings		(6,303	)		(61,546	)
Excluding merger and consolidation costs and prepayment penalties		821,846			653,921
Amortization of intangibles		(105,087	)		(8,627	)
Noninterest Expense, as adjusted	$	716,759		$	645,294

TD Banknorth Inc. and Subsidiaries

Identifiable Intangible Assets
Estimated Future Amortization Expense (Unaudited)

	Core				Other				Total
	Deposit				Identifiable				Identifiable
	Intangibles				Intangibles				Intangibles
	Historical		TD Incremental		Historical		TD Incremental		Historical		TD Incremental		Total
Amortization Expense:
January and February 2005 (Predecessor)	$	1,237	$	0	$	324	$	0	$	1,561	$	0	$	1,561
March 2005 (Successor)		708		7,875		31		1,320		739		9,195		9,934
Three months ended March 31, 2005		1,945		7,875		355		1,320		2,300		9,195		11,495
Three months ended June 30, 2005		2,123		24,958		617		3,959		2,740		28,917		31,657
Three months ended September 30, 2005		2,123		24,625		334		3,959		2,457		28,584		31,041
Three months ended December 31, 2005		2,123		24,625		187		3,959		2,310		28,584		30,894
Full Year 2005	$	8,314	$	82,083	$	1,493	$	13,197	$	9,807	$	95,280	$	105,087
Balance at 12/31/05	$	48,580	$	428,260	$	5,580	$	185,945	$	54,160	$	614,205	$	668,365
Estimated Future Amortization Expense*
2006	$	7,383	$	88,784	$	945	$	15,388	$	8,325	$	104,172	$	112,500
2007		6,585		68,249		895		14,656		7,480		82,905		90,385
2008		6,340		55,493		475		13,978		6,815		69,471		76,286
2009		6,340		45,327		425		13,348		6,765		58,675		65,440
thereafter		21,934		170,408		484		128,575		22,418		298,983		321,401

* Does not include the pending Hudson United acquisition