EX-4.1



 




Exhibit 4.1



(FORM OF STOCK CERTIFICATE — FRONT SIDE)




			
	NUMBER
	 	SHARES







			
	COMMON STOCK
	 	CUSIP          







TD BANKNORTH INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




     This is to certify that                                                                              is the owner of
                                                          fully paid and non-assessable shares of common stock, $.01
par value per share, of TD Banknorth Inc.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to the provisions of the Certificate of Incorporation and
the Bylaws of the Corporation as amended from time to time to which the holder
by acceptance hereby assents. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.



     Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.



	 	 	 	 	 
	Dated:
	 	 	 	 
	

	 	(SEAL)	 	 
	
 

	 	 	 	
 
	Carol L. Mitchell

	 	 	 	William J. Ryan
	Executive Vice President and Secretary

	 	 	 	Chairman, President and Chief
Executive Officer
	 
	 	 	 	 
	Countersigned and Registered:
	 	 	 	 
	AMERICAN STOCK TRANSFER & TRUST COMPANY
	 	 	 	 
	Transfer Agent and Registrar
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	
 
	

	 	 	 	Authorized Signature







 









 








(FORM OF STOCK CERTIFICATE — BACK SIDE)




TD BANKNORTH INC.




     The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.



     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:



TEN COM — as tenants in common



TEN ENT — as tenants by the entireties



JT TEN — as joint tenants with right of survivorship and not as tenants in

common



	 	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT -

	 	 . . . . . . . . . .
	 	Custodian
	 	 . . . . . . . . . .
	 	 
	

	 	(Cust)
	 	 	 	(Minor)	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Gifts to Minors Act
	 	 . . . . . . . . . .	 	 	 	 
	

	 	 	 	(State)	 	 	 	 







     Additional abbreviations may also be used though not in the above list.



     For value received,                                                                                                          &nbs
p;        
hereby sell, assign and transfer unto                                                                                                ,
            shares of the capital stock represented by the
within certificate, and do hereby irrevocably constitute and appoint
                                                         , Attorney, to transfer the said stock on the books of the
within-name Corporation with full power of substitution in the premises.



     Dated                                                          



                                                                                               



	 	 	 
	Notice:

	 	The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.







	 	 	 
	Signature(s) Guaranteed
	 	 
	

	 	
 
	

	 	The signature(s) should be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved
signature guarantee medallion program) pursuant to SEC Rule
17Ad-15