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UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to.   Commission File Number:
    000-51179
  TD Banknorth Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

01-0437984(State or other jurisdiction
    of incorporation or organization)

(I.R.S. Employer
    Identification Number)P.O. Box 9540
    Two Portland Square
    Portland, Maine(Address of principal
    executive offices)

04112-9540(Zip Code)   Registrants telephone number, including area code:
    (207) 761-8500
  Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Class

Name of Each Exchange on Which
    RegisteredCommon Stock, $.01 par value

New York Stock Exchange, Inc.   Securities registered pursuant to Section 12(g) of the
    Act: Not Applicable
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. Yes o þ
  Rule 12b-2
  Large accelerated
    filer þ     Accelerated
    filer o     Non-accelerated
    filer o
  Rule 12b-2 o þ
  The Wall Street Journal
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K
  Items 10-14 Form 10-K.




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##### 



TD
    BANKNORTH INC.
    2005
    FORM 10-K
    ANNUAL REPORT
   TABLE OF CONTENTS
  
  PagePART IItem 1.

BUSINESS


1General


1Business


1Subsidiaries and
    Other Equity Investments


2Recent
    Development


3Competition


4Employees


4Supervision and
    Regulation


4Taxation


8Statistical
    Disclosure by Bank Holding Companies


8Availability of
    Information


9Item 1A.

RISK FACTORS


9Item 1B.

UNRESOLVED STAFF
    COMMENTS


13Item 2.

PROPERTIES


13Item 3.

LEGAL
    PROCEEDINGS


14Item 4.

SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


14PART IIItem 5.

MARKET FOR THE
    REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
    ISSUER PURCHASES OF EQUITY SECURITIES


15Item 6.

SELECTED FINANCIAL
    DATA


17Item 7.

MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


18Item 7A.

QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


67Item 8.

FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


68Item 9.

CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


129Item 9A.

CONTROLS AND
    PROCEDURES


129Item 9B.

OTHER
    INFORMATION


129PART IIIItem 10.

DIRECTORS AND
    EXECUTIVE OFFICERS OF THE REGISTRANT


129Item 11.

EXECUTIVE
    COMPENSATION


129Item 12.

SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
    STOCKHOLDER MATTERS


130Item 13.

CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS


131Item 14.

PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


131PART IVItem 15.

EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES


131SIGNATURES


135Ex-10.(s)(3) Second Amendment to the Amended and Restated 401(k) PlanEx-10.(s)(4) Third Amendment to the Amended and Restated 401(k) PlanEx-10.(s)(5) Fourth Amendment to the Amended and Restated 401(k) PlanEX-12.1 Calculation of RatiosEX-21 Subsidiaries of TD Banknorth Inc.Consent of Ernst & Young LLPEX-23.(B) Consent of KPMG LLPEX-31.(A) Certification of CEOEX-31.(B) Certification of CFOEX-32.(A) Certification of CEO under 18 U.S.U. sec 1350EX-32.(B) Certification of CFO under 18 U.S.C. sec 1350   i




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FORWARD-LOOKING
    STATEMENTS
      
    our investments in our businesses and in related technology
    could require additional incremental spending, and might not
    produce expected deposit and loan growth and anticipated
    contributions to our earnings;
    general economic or industry conditions could be less favorable
    than expected, resulting in a deterioration in credit quality, a
    change in the allowance for loan and lease losses or a reduced
    demand for credit or fee-based products and services;
    changes in the domestic interest rate environment could reduce
    net interest income and could increase credit losses;
    the conditions of the securities markets could change, which
    could adversely affect, among other things, the value or credit
    quality of our assets, the availability and terms of funding
    necessary to meet our liquidity needs and our ability to
    originate loans and leases;
    changes in the extensive laws, regulations and policies
    governing financial holding companies and their subsidiaries
    could alter our business environment or affect our operations;
    the potential need to adapt to industry changes in information
    technology systems, on which we are highly dependent, could
    present operational issues or require significant capital
    spending;
    competitive pressures could intensify and affect our
    profitability, including as a result of continued industry
    consolidation, the increased availability of financial services
    from non-banks, technological developments such as the internet
    or bank regulatory reform;
    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; and
    acts or threats of terrorism and actions taken by the United
    States or other governments as a result of such acts or threats,
    including possible military action, could further adversely
    affect business and economic conditions in the United States
    generally and in our principal markets, which could have an
    adverse effect on our financial performance and that of our
    borrowers and on the financial markets and the price of our
    common stock.   ii




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PART I.  Item 1.
    Business General         Business  (one-to-four
    and/or




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not-for-profit
   Subsidiaries
    and Other Equity Investments      Insurance Agency Activities.
  Investment Planning and Securities Brokerage
    Activities.
    Equipment Leasing Activities.
  Investment Activities.
 2




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Other Equity Investments.
 Recent
    Development  Completed Acquisition.
      
    Flatiron Credit Company, Inc. (Flatiron) is a
    Delaware corporation that, directly and through subsidiaries,
    engages in insurance premium financing, which involves the
    lending of funds to finance the payment of insurance premiums.
    Flatiron conducts business nationwide from its headquarters in
    Denver, Colorado, as well as from offices in Massachusetts,
    Texas, Florida, Pennsylvania and Illinois. Flatiron and its
    subsidiaries are regulated and licensed by various state banking
    and insurance regulators.
    United Cogen Fuel LLC was formed in August 2004 for the purpose
    of acquiring, through foreclosure, the real property and
    personal property assets of a biomass cogeneration facility
    located in Kenansville, North Carolina. We have agreed to divest
    our interest in this subsidiary. At the date of acquisition by
    us this investment and the investments described in the
    following bullet point had an aggregate carrying value of
    approximately $16 million.
    United Gasco, LLC and UC Investments, Inc. are engaged in the
    extraction and conversion of landfill gas into electricity,
    which is sold to utilities. Both subsidiaries were acquired by
    Hudson United in May 2003 from their former parent company in a
    consensual foreclosure and were retained by Hudson United to
    obtain tax credits under the Internal Revenue Code. We have
    agreed to divest our interests in these subsidiaries.     3




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Restructuring Transactions. after-tax)
    Executive Restructuring.
 Competition     Employees   Supervision
    and Regulation    General.
 4




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Financial Modernization.
    Bank Acquisitions.
    Capital and Operational Requirements.
 5




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6




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Distributions.
    Source of Strength
    Policy.
  Community Investment and Consumer Protection
    Laws. Truth-in-Lending
    Miscellaneous.
  Regulatory Enforcement Authority. cease-and-desist
  Sarbanes-Oxley Act of 2002.
 7




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Recent Legislation.
 Taxation     Statistical
    Disclosure by Bank Holding Companies    
    Three-Year Average Balance Sheets, which presents average
    balance sheet amounts, related taxable equivalent interest
    earned or paid and related average yields earned and rates paid
    and is included in Item 7  Table 3;
    Changes in Net Interest Income, which presents changes in
    taxable equivalent interest income and expense for each major
    category of interest-earning assets and interest-bearing
    liabilities and is included in
    Item 7  Table 4;
    Securities Available for Sale and Held to Maturity, which
    presents information regarding carrying values of investment
    securities by category of security and is included in
    Item 7  Table 13;
    Maturities of Securities, which presents information regarding
    the maturities and weighted average yield of investment
    securities by category of security and is included in
    Item 7  Table 14;
    Composition of Loan Portfolio, which presents the composition of
    loans and leases by category of loan and lease and is included
    in Item 7  Table 15;
    Scheduled Contractual Amortization of Certain Loans and Leases
    at December 31, 2005, which presents maturities and
    sensitivities of loans and leases to changes in interest rates
    and is included in Item 7  Table 16; 8




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
    Five Year Schedule of Nonperforming Assets, which presents
    information concerning non-performing assets and accruing loans
    90 days or more overdue and is included in
    Item 7  Table 24;
    Credit Risk Management and Note 6 to the
    Consolidated Financial Statements, which discuss our policies
    for placing loans on non-accrual status, as well as in the case
    of the former potential problem loans, which are included in
    Items 7 and 8, respectively;
    Five-Year Table of Activity in the Allowance for Loan and Lease
    Losses and Net Charge-offs as a Percent of Average Loans and
    Leases Outstanding, included in
    Item 7  Table 25;
    Allocation of the Allowance for Loan and Lease
    Losses  Five Year Schedule, included in
    Item 7  Table 27;
    Three-Year Average Balance Sheets, which includes average
    balances of deposits by category of deposit and is included in
    Item 7  Table 3;
    Maturity of Certificates of Deposit of $100,000 or more at
    December 31, 2005, included in
    Item 7  Table 21;
    Selected Financial Data, which presents return on
    assets, return on equity, dividend payout and equity to assets
    ratios and is included in Item 6; and
    Note 13 to the Consolidated Financial Statements, which
    includes information regarding short-term borrowings and is
    included in Item 8.
    For additional information regarding our business and
    operations, see Selected Financial Data in
    Item 6 hereof, Managements Discussion and
    Analysis of Financial Condition and Results of Operations
    in Item 7 hereof and the Consolidated Financial Statements
    in Item 8 hereof. Availability
    of Information  http://www.tdbanknorth.com Form 10-K, Form 10-Q Form 8-K
  Item 1A.
    Risk
    Factors  In analyzing whether to make or to continue to hold an
    investment in our securities, investors should consider, among
    other factors, the following risk factors.
  Our
    results of operations are significantly dependent on economic
    conditions and related uncertainties.
   9




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Changes
    in interest rates could have a material adverse effect on our
    operations.
    There
    are increased risks involved with multi-family residential,
    commercial real estate, commercial business and consumer lending
    activities.
    Our
    allowance for losses on loans and leases may not be adequate to
    cover all future losses on existing loan and lease balances
    outstanding.
    We are
    subject to extensive regulation which could adversely affect our
    business and operations.
   10




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We
    face strong competition which may adversely affect our
    profitability.
    Our
    ability to successfully compete may be reduced if we are unable
    to make technological advances.
    We and
    our banking subsidiary are subject to capital and other
    requirements which restrict our ability to pay
    dividends.
    Holders
    of our common stock have no preemptive rights and are subject to
    potential dilution.
    The
    Toronto-Dominion Bank exercises significant control over
    us.
   11




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There
    can be no assurance that our organizational structure will
    enable us to successfully pursue our acquisition
    strategy.
    Conflicts
    of interest may arise between The Toronto-Dominion Bank and
    TDBanknorth, which may be resolved in a manner that adversely
    affects TDBanknorths business, financial condition or
    results of operations.
     12




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The
    Toronto-Dominion Bank, as the majority shareholder of TD
    Banknorth, has limited fiduciary duties to the minority
    shareholders of TD Banknorth.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Number ofState

Banking Offices


Deposits(Dollars in Thousands)Maine


61


$
2,939,676New Hampshire


75



4,214,562Massachusetts


155



7,576,171Vermont


36



1,666,459New York


27



1,269,685Connecticut


42



2,606,095396


$
20,272,648    13




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Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   14




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PART II.  Item 5.
    Market
    for Registrants Common Stock, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market Information and Related Matters.
  Market Price



Dividends Declared2005

High





Low




Per ShareFirst Quarter

$
36.55


$
28.57


$
0.200Second Quarter


31.73



29.39



0.220Third Quarter


31.13



28.56



0.220Fourth Quarter


30.40



26.00



0.2202004First Quarter

$
34.45


$
30.53


$
0.195Second Quarter


34.75



30.25



0.195Third Quarter


36.10



30.49



0.200Fourth Quarter


36.71



34.49



0.200      15




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Share Repurchases. §240.10b-18(a)(3)
  Total Number ofShares Purchased as


Maximum Number ofTotal Number


Average


Part of Publicly


Shares that May Yet Beof Shares


Price Paid


Announced Plans or


Purchased Under thePeriod

Purchased


per Share


Programs


Plans or Programs(1)October 1-31, 2005














November 1-30, 2005














December 1-31, 2005














8,500,000Total:














8,500,000     (1)
    
    Our Board of Directors authorized the repurchase of
    8,500,000 shares of our common stock upon completion of the
    acquisition of Hudson United Bancorp on January 31, 2006,
    which authority was increased by 2,000,0000 shares to
    10,500,000 shares in January 2006. For additional
    information, see Managements Discussions and
    Analysis of Financial Condition and Results of
    Operations  Recent Developments in
    Item 7.    Total Number ofShares Purchased as


Maximum Number ofTotal Number


Average


Part of Publicly


Shares that May Yet Beof Shares


Price Paid


Announced Plans or


Purchased Under thePeriod

Purchased


per Share


Programs


Plans or ProgramsOctober 1-31, 2005














November 1-30, 2005


676,057


$
29.71







December 1-31, 2005














Total:


676,057


$
29.71







  16




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##### Table of Contents



Item 6.
    Selected
    Consolidated Financial Data  Combined


Predecessor


Predecessor


Predecessor


Predecessor2005


2004


2003


2002


2001(In thousands except per share
    data)Condensed Income
    StatementNet interest income

$
997,803


$
927,225


$
832,852


$
784,673


$
676,416Provision for loan and lease losses


17,166



40,340



42,301



44,314



41,889Net interest income after loan and
    lease loss provision


980,637



886,885



790,551



740,359



634,527Noninterest income(1)


306,597



345,956



375,138



286,352



243,979Noninterest expense(2)


870,828



765,101



641,270



579,392



515,317Income before income taxes


416,406



467,740



524,419



447,319



363,189Provision for income taxes


142,428



163,097



173,660



148,681



124,104Cumulative effect of change in
    accounting principle, net of tax


















(290
)Net income

$
273,978


$
304,643


$
350,759


$
298,638


$
238,795Per Common ShareBasic earnings per share

$
1.56


$
1.78


$
2.18


$
2.01


$
1.70Diluted earnings per share


1.55



1.75



2.15



1.99



1.68Dividends per share


0.84



0.79



0.70



0.58



0.53Book value per share at year end


37.34



17.71



15.54



13.70



11.83Tangible book value per share at
    year end


8.81



9.91



8.45



9.21



8.80Stock price:High


36.55



36.71



33.57



27.22



24.39Low


26.00



30.25



20.60



20.44



18.13Close


29.05



36.60



32.53



22.60



22.52Period end common shares outstanding


173,665



179,298



162,188



150,579



151,221Weighted average shares
    outstanding   diluted


177,001



174,158



163,520



149,829



141,802Financial RatiosReturn on average assets


0.87
%


1.08
%


1.37
%


1.39
%


1.29
%Return on average equity


4.60



10.63



14.51



16.25



16.48Net interest margin(3)


4.03



3.72



3.66



4.07



3.99Net interest rate spread(3)


3.71



3.48



3.42



3.72



3.43Average equity to average assets


18.84



10.17



9.44



8.56



7.82Efficiency ratio(4)


66.76



60.09



53.09



54.10



55.99Noninterest income as a percent of
    total income


23.50



27.17



31.05



26.74



26.51Tier 1 leverage capital ratio


7.07



7.58



6.65



7.13



7.14Tier 1 risk-based capital ratio


8.63



9.96



8.96



9.66



9.59Total risk-based capital ratio


11.73



12.13



11.29



12.15



12.23Dividend payout ratio(5)


54.17



44.36



31.90



28.76



30.27Average Balance SheetAssets

$
31,650,677


$
28,173,424


$
25,616,347


$
21,460,719


$
18,545,709Loans and leases(6)


20,048,015



17,734,537



15,633,207



13,236,803



11,246,007Deposits


20,081,969



18,877,811



17,302,983



14,566,644



12,529,630Shareholders equity


5,962,416



2,865,540



2,416,926



1,838,064



1,449,353Year End Balance Sheet
    DataAssets

$
32,095,353


$
28,687,810


$
26,453,735


$
23,418,941


$
21,076,586Loans and leases, net(7)


19,896,697



18,349,842



16,113,675



13,847,735



12,525,493Securities (including
    available-for-sale
    and
    held-to-maturity)


4,484,003



6,815,536



7,106,404



6,640,969



6,098,004Goodwill and identifiable
    intangible assets


5,215,969



1,416,156



1,163,054



695,158



466,633Deposits


20,272,648



19,227,581



17,901,185



15,664,601



14,221,049Borrowings


4,923,970



5,990,705



5,882,864



5,432,581



4,602,388Shareholders equity


6,483,873



3,176,114



2,520,519



2,063,485



1,789,115Nonperforming assets(8)


61,535



81,103



63,103



68,953



81,227     (1)
    
    Noninterest income included net securities losses of
    $95.2 million and $17.8 million and a gain of
    $29.2 million in 2005, 2004, and 2003, respectively in
    connection with our balance sheet deleveraging and restructuring
    programs. 17




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(2)
    
    Noninterest expense included prepayment penalties on borrowings
    of $6.3 million, $61.5 million, and $28.5 million
    in 2005, 2004 and 2003, respectively.(3)
    
    Net interest margin represents net interest income divided by
    average interest-earning assets and net interest rate spread
    represents the difference between the weighted average yield on
    interest-earning assets and the weighted average rate paid on
    interest-bearing liabilities, in each case calculated on a
    fully-taxable equivalent basis.(4)
    
    Represents noninterest expenses as a percentage of net interest
    income and noninterest income including net securities
    gains/losses.(5)
    
    Cash dividends paid divided by net income.(6)
    
    Includes loans and leases held for sale.(7)
    
    Excludes loans and leases held for sale.(8)
    
    Nonperforming assets consist of nonperforming loans, other real
    estate owned, repossessed assets and investment securities
    placed on non-accrual status.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations (In thousands, except per share data and as
    noted)    General
     18




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Business
    Strategy
      Executive
    Overview
      
    Net interest income increased by $70.1 million. Although
    total average earning assets increased only slightly over the
    prior year, average investment securities declined by
    $2.5 billion (primarily the result of balance sheet
    deleveraging programs) while average loans increased by
    $2.3 billion (related to acquisitions and organic growth).
    This shift in mix of earning assets from investment securities
    to higher-yielding loans enhanced net interest income during a
    period of sustained increases in short-term interest rates. Net
    interest income and the net interest margin declined during the
    last two quarters of 2005, however, as a result of the
    flattening yield curve.
    The provision for loan losses declined by $23.2 million,
    reflecting continued strong asset quality and lower net
    charge-offs.
    Noninterest income decreased by $39.4 million or 11% due to
    the effects of losses on securities and lower of cost or market
    adjustments on certain residential loans incurred primarily in
    connection with our balance sheet deleveraging and restructuring
    programs, which reduced noninterest income by $92.5 million
    in the aggregate. The other components of noninterest income
    increased by $53.1 million or 15% in the aggregate, largely
    due to increases in deposit services income and merchant and
    electronic banking income as a result of increased transaction
    volumes. 19




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
    Noninterest expense increased by $105.7 million or 14% due
    primarily to a $96.5 million increase in the amortization
    of identifiable intangible assets as a result of our use of the
    purchase method of accounting to account for the transaction
    with The Toronto-Dominion Bank on March 1, 2005, which more
    than offset a $7.0 million or 14% decrease in merger and
    consolidation costs and a $55.2 million or 90% decrease in
    prepayment penalties on borrowings. The other components of
    noninterest expense increased by $71.5 million or 11% in
    the aggregate as a result of expense associated with
    acquisitions completed in 2005 and 2004, management retention
    agreements entered into in connection with The Toronto-Dominion
    Bank transaction and employee benefit programs, including
    restricted stock unit awards granted in 2005 that will be
    settled in cash.    
    using the definition of federal banking regulators, we continue
    to be well-capitalized;
    Moodys rating of our senior notes was A2 at
    December 31, 2005;
    we increased our quarterly dividend by 10% to $0.22 per
    share in May 2005; and
    our liquidity measures at December 31, 2005 and throughout
    the year met our policy guidelines.  Acquisition
    by The Toronto-Dominion Bank
    
    cash paid by The Toronto-Dominion Bank,
    the value of The Toronto-Dominion Bank common shares
    issued and
    the value of TD Banknorth Inc. shares issued.     20




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Table
    1  Consolidated Statements of
    Operations
    Predecessor


Successor


Combined


Predecessor


PredecessorJanuary 1, 2005 to


March 1, 2005 to


Year Ended


Year Ended


Year EndedFebruary 28, 2005


December 31, 2005


December 31, 2005


December 31, 2004


December 31, 2003Interest and dividend income:Interest and fees on loans and
    leases

$
176,949


$
993,584


$
1,170,533


$
933,833


$
880,185Interest and dividends on securities


51,183



178,976



230,159



317,015



304,805Total interest and dividend income


228,132



1,172,560



1,400,692



1,250,848



1,184,990Interest expense:Interest on deposits


30,694



197,902



228,596



161,004



188,836Interest on borrowed funds


32,654



141,639



174,293



162,619



163,302Total interest expense


63,348



339,541



402,889



323,623



352,138Net interest income


164,784



833,019



997,803



927,225



832,852Provision for loan and lease losses


1,069



16,097



17,166



40,340



42,301Net interest income after provision
    for loan and lease losses


163,715



816,922



980,637



886,885



790,551 21




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##### Table of Contents



Predecessor


Successor


Combined


Predecessor


PredecessorJanuary 1, 2005 to


March 1, 2005 to


Year Ended


Year Ended


Year EndedFebruary 28, 2005


December 31, 2005


December 31, 2005


December 31, 2004


December 31, 2003Noninterest income:Deposit services


18,359



111,270



129,629



109,321



97,323Insurance agency commissions


8,252



42,259



50,511



50,311



45,714Merchant and electronic banking
    income, net


7,751



51,152



58,903



50,564



41,778Wealth management services


6,959



35,224



42,183



39,788



31,956Bank-owned life insurance


4,169



20,038



24,207



23,282



22,930Investment planning services


2,815



16,477



19,292



19,418



15,692Net securities (losses) gains


(46,548
)


(46,522
)


(93,070
)


(7,701
)


42,460Loans held for
    sale  Lower of cost or market adjustment


(7,500
)


386



(7,114
)






Change in unrealized loss on
    derivatives






5,943



5,943







Other noninterest income


9,104



67,009



76,113



60,973



77,2853,361



303,236



306,597



345,956



375,138Noninterest expense:Compensation and employee benefits


67,977



340,950



408,927



356,611



326,621Occupancy


11,411



59,071



70,482



63,892



59,200Equipment


8,440



43,357



51,797



48,480



47,459Data processing


7,233



38,787



46,020



43,141



40,940Advertising and marketing


4,373



26,008



30,381



25,550



22,000Amortization of identifiable
    intangible assets


1,561



103,526



105,087



8,627



8,946Merger and consolidation costs


27,264



15,415



42,679



49,635



8,104Prepayment penalties on borrowings


6,300



3



6,303



61,546



30,490Other noninterest expense


15,887



93,265



109,152



107,619



97,510150,446



720,382



870,828



765,101



641,270Income before income tax expense


16,630



399,776



416,406



467,740



524,419Provision for income taxes


6,182



136,246



142,428



163,097



173,660Net income

$
10,448


$
263,530


$
273,978


$
304,643


$
350,759   Acquisitions
   22




---



##### Table of Contents



Table
    2  Acquisitions
    2003  2005
    Transaction-Related
    ItemsBalance at








TotalAcquisition


Acquisition Date


Cash


Shares


PurchaseDate


Assets


Equity


Paid


Issued


Price(Dollars and shares in
    millions)BostonFed Bancorp, Inc.


1/21/2005


$
1,467.8


$
102.7


$
0.3



6.2


$
200.2CCBT Financial Companies,
    Inc.


4/30/2004



1,292.9



108.5







9.2



298.1Foxborough Savings Bank


4/30/2004



241.8



22.8



88.9







88.9First & Ocean Bancorp


12/31/2003



274.4



15.6



49.7







49.7American Financial Holdings,
    Inc.


2/14/2003



2,690.3



408.2



328.5



13.4



711.4       Results
    of Operations
  Comparison
    of 2005 and 2004
  Net
    Interest Income
   23




---



##### Table of Contents



Table
    3  Three-Year Average Balance Sheets
    Combined


Predecessor


PredecessorYear Ended


Year Ended


Year EndedDecember 31, 2005


December 31, 2004


December 31, 2003Average





Yield/


Average





Yield/


Average





Yield/Balance


Interest


Rate


Balance


Interest


Rate


Balance


Interest


RateLoans and leases(1):Residential real estate mortgages

$
3,439,050


$
185,020



5.38
%

$
2,997,572


$
150,245



5.01
%

$
2,839,969


$
159,215



5.61
%Commercial real estate mortgages


6,662,952



404,315



6.07
%


5,959,510



345,147



5.79
%


5,162,413



312,681



6.06
%Commercial business loans and leases


4,135,985



246,472



5.96
%


3,686,919



181,437



4.92
%


3,153,293



160,761



5.10
%Consumer loans and leases


5,810,028



339,776



5.85
%


5,090,536



261,358



5.13
%


4,477,532



251,347



5.61
%Total loans and leases


20,048,015



1,175,583



5.86
%


17,734,537



938,187



5.29
%


15,633,207



884,004



5.65
%Investment securities(2)


4,863,214



232,195



4.77
%


7,339,166



319,042



4.35
%


7,242,995



306,721



4.23
%Federal funds sold and other
    short-term investments


16,596



308



1.86
%


9,986



90



0.90
%


11,004



160



1.46
%Total earning assets


24,927,825



1,408,086



5.65
%


25,083,689



1,257,319



5.01
%


22,887,206



1,190,885



5.20
%Bank-owned life insurance


558,961











503,957











465,446Noninterest-earning assets


6,163,891











2,585,778











2,263,695Total assets

$
31,650,677










$
28,173,424










$
25,616,347Interest-bearing deposits:Regular savings

$
2,650,297



9,766



0.37
%

$
2,563,838



7,513



0.29
%

$
2,399,179



10,994



0.46
%Now and money market accounts


8,105,948



112,986



1.39
%


7,678,644



62,336



0.81
%


6,652,030



59,193



0.89
%Certificates of deposit


4,838,189



103,273



2.13
%


4,647,746



91,149



1.96
%


5,027,739



118,649



2.36
%Brokered deposits


66,709



2,571



3.85
%


272



6



2.03
%










Total interest-bearing deposits


15,661,143



228,596



1.46
%


14,890,500



161,004



1.08
%


14,078,948



188,836



1.34
%Borrowed funds


5,089,451



174,293



3.42
%


6,245,995



162,619



2.60
%


5,693,420



163,302



2.87
%Total interest-bearing liabilities


20,750,594



402,889



1.94
%


21,136,495



323,623



1.53
%


19,772,368



352,138



1.78
%Non-interest bearing deposits


4,420,826











3,987,311











3,224,035Deferred tax liability related to
    identifiable intangible assets


197,747











16,029











13,655Other liabilities


319,094











168,049











189,363Shareholders equity


5,962,416











2,865,540











2,416,926Total liabilities and
    shareholders equity

$
31,650,677










$
28,173,424










$
25,616,347Net earning assets

$
4,177,231










$
3,947,194










$
3,114,838Net interest income (fully-taxable
    equivalent)






1,005,197











933,696











838,747Less: fully-taxable equivalent
    adjustments






(7,394
)










(6,471
)










(5,895
)Net interest income





$
997,803










$
927,225










$
832,852Net interest rate spread
    (fully-taxable equivalent)










3.71
%










3.48
%










3.42
%Net interest margin (fully-taxable
    equivalent)










4.03
%










3.72
%










3.66
%     (1)
    
    Loans and leases include portfolio loans and leases and loans
    held for sale.(2)
    
    Includes securities available for sale and  held to maturity. 24




---



##### Table of Contents



Table
    4  Changes in Net Interest Income
    Combined


PredecessorYear Ended December 31,
    2005 vs. 2004


Year Ended December 31,
    2004 vs. 2003Increase (Decrease) due
    to


Increase (Decrease) due
    toRate and


Total








Rate and


TotalVolume(1)


Rate


Volume(2)


Change


Volume(1)


Rate


Volume(2)


ChangeInterest income:Loans and leases

$
122,383


$
101,087


$
13,926


$
237,396


$
118,725


$
(56,280
)

$
(8,262
)

$
54,183Investment securities


(107,704
)


30,824



(9,967
)


(86,847
)


4,068



8,692



(439
)


12,321Federal funds and other short-term
    investments


53



89



76



211



(15
)


(62
)


7



(70
)Total interest income


14,732



132,000



4,035



150,760



122,778



(47,650
)


(8,694
)


66,434Interest expense:Interest-bearing depositsRegular savings


251



2,051



(49
)


2,253



757



(4,079
)


(159
)


(3,481
)NOW and money market accounts


3,461



44,536



2,653



50,650



9,137



(5,322
)


(672
)


3,143Certificates of deposit


3,733



7,901



490



12,124



(8,968
)


(20,111
)


1,579



(27,500
)Brokered deposits


1,349



5



1,211



2,565











6



6Total interest-bearing deposits


8,794



54,493



4,305



67,592



926



(29,512
)


754



(27,832
)Borrowed funds


(30,070
)


51,217



(9,473
)


11,674



15,859



(15,372
)


(1,170
)


(683
)Total interest expense


(21,276
)


105,710



(5,168
)


79,266



16,785



(44,884
)


(416
)


(28,515
)Net interest income (fully-
    taxable equivalent)

$
36,008


$
26,290


$
9,203


$
71,501


$
105,993


$
(2,766
)

$
(8,278
)

$
94,949     (1)
    
    Volume increases include the effects of the acquisitions of
    BostonFed Bancorp, Inc. on January 21, 2005, CCBT Financial
    Companies, Inc. and Foxborough Savings Bank on April 30,
    2004, First and Ocean Bancorp on December 31, 2003 and
    American Financial Holdings, Inc. on February 14, 2003.(2)
    
    Includes changes in interest income and expense not due solely
    to volume or rate changes. 25




---



##### Table of Contents



Table
    5  Analysis of Net Interest Income
    Combined


Predecessor


PredecessorYear Ended


Year Ended


Year Ended


Change


ChangeDecember 31, 2005


December 31, 2004


December 31, 2003


2005-2004


2004-2003Components of net interest
    incomeIncome on earning assets
    (fully-taxable equivalent)

$
1,408,086


$
1,257,319


$
1,190,885


$
150,767


$
66,434Expenses on interest-bearing
    liabilities


402,889



323,623



352,138



79,266



(28,515
)Net interest income (fully-taxable
    equivalent)


1,005,197



933,696



838,747



71,501



94,949Less: fully-taxable equivalent
    adjustments


(7,394
)


(6,471
)


(5,895
)


(923
)


(576
)Net interest income, as reported

$
997,803


$
927,225


$
832,852


$
70,578


$
94,373Average balanceLoans and leases

$
20,048,015


$
17,734,537


$
15,633,207


$
2,313,478


$
2,101,330Investment securities


4,863,214



7,339,166



7,242,995



(2,475,952
)


96,171Federal funds sold and other short
    term investments


16,596



9,986



11,004



6,610



(1,018
)Total earning assets


24,927,825



25,083,689



22,887,206



(155,864
)


2,196,483Total interest-bearing liabilities


20,750,594



21,136,495



19,772,368



(385,901
)


1,364,127Net earning assets

$
4,177,231


$
3,947,194


$
3,114,838


$
230,037


$
832,356Average yields and rates
    paidEarning assets yield
    (fully-taxable equivalent)


5.65
%


5.01
%


5.20
%


0.64
%


(0.19
%)Rate paid on interest-bearing
    liabilities


1.94
%


1.53
%


1.78
%


0.41
%


(0.25
%)Net interest rate spread
    (fully-taxable equivalent)


3.71
%


3.48
%


3.42
%


0.23
%


0.06
%Net interest margin (fully-taxable
    equivalent)


4.03
%


3.72
%


3.66
%


0.31
%


0.06
%  26




---



##### Table of Contents




    a change in the mix of average earning assets resulting from
    deleveraging programs (loans comprised 80% of average earning
    assets during 2005 compared to 71% during 2004);
    changes in the composition of interest-bearing liabilities
    resulting from deleveraging programs (deposits comprised 75% of
    interest-bearing liabilities during 2005 compared to 70% during
    2004);
    a slight increase in net earning assets as a result of the
    acquisition of BostonFed Bancorp Inc. in January 2005 and CCBT
    Financial Companies, Inc. and Foxborough Savings Bank in April
    2004 and internal growth;
    a 23 basis point increase in net interest rate spread;
    the benefit of interest rate swap agreements with a notional
    amount of $2.2 billion which hedged the cash flows on
    certain variable rate loans, which increased net interest income
    by $15.4 million; and
    an 11% increase in noninterest-bearing deposits.    1 4
    Provision
    and Allowance for Loan and Lease Losses
   27




---



##### Table of Contents



Table
    6  Provision for Loan and Lease Losses
    ChangeCombined


Predecessor


Predecessor


2005-2004


2004-20032005


2004


2003


Amount


Percent


Amount


PercentProvision for loan and lease losses

$
17,166


$
40,340


$
42,301


$
(23,174
)


(57)%


$
(1,961
)


(5)%    28




---



##### Table of Contents



Noninterest
    Income
  Table
    7  Noninterest Income
    Combined


Predecessor


Predecessor


ChangeYear Ended


Year Ended


Year Ended


2005-2004


2004-2003December 31, 2005


December 31, 2004


December 31, 2003


Amount


Percent


Amount


PercentNoninterest income:Deposit services

$
129,629


$
109,321


$
97,323


$
20,308



19
%

$
11,998



12
%Insurance agency commissions


50,511



50,311



45,714



200



0
%


4,597



10
%Merchant and electronic banking
    income, net


58,903



50,564



41,778



8,339



16
%


8,786



21
%Wealth management services


42,183



39,788



31,956



2,395



6
%


7,832



25
%Bank-owned life insurance


24,207



23,282



22,930



925



4
%


352



2
%Investment planning services


19,292



19,418



15,692



(126
)


(1
)%


3,726



24
%Net securities (losses) gains


(93,070
)


(7,701
)


42,460



(85,369
)


NM



(50,161
)


NMLoans held for
    sale  Lower of cost or market adjustment


(7,114
)


0



0



(7,114
)


NM



0



0
%Change in unrealized loss on
    derivatives


5,943



0



0



5,943



NM



0



0
%Other noninterest income:Covered call option premiums


8,517



18,024



27,756



(9,507
)


(53
)%


(9,732
)


(35
%)Loan fee income


31,456



26,453



24,831



5,003



19
%


1,622



7
%Mortgage banking services income


9,718



6,562



10,212



3,156



48
%


(3,650
)


(36
%)Venture capital write-downs


(106
)


(2,880
)


(592
)


2,774



96
%


(2,288
)


NMIncome on restricted stock


11,061



6,157



7,979



4,904



80
%


(1,822
)


(23
%)Miscellaneous income


15,467



6,657



7,099



8,810



NM



(442
)


(6
%)Total other noninterest income


76,113



60,973



77,285



15,140



25
%


(16,312
)


(21
%)Total

$
306,597


$
345,956


$
375,138


$
(39,359
)


(11
)%

$
(29,182
)


(8
%)             29




---



##### Table of Contents



10-year
 30




---



##### Table of Contents



31




---



##### Table of Contents



Noninterest
    Expense
  Table
    8  Noninterest Expense
    ChangeCombined


Predecessor


Predecessor


2005-2004


2004-20032005


2004


2003


Amount


Percent


Amount


PercentNoninterest expense:Compensation and employee benefits

$
408,927


$
356,611


$
326,621


$
52,316



15
%

$
29,990



9
%Occupancy


70,482



63,892



59,200



6,590



10
%


4,692



8
%Equipment


51,797



48,480



47,459



3,317



7
%


1,021



2
%Data processing


46,020



43,141



40,940



2,879



7
%


2,201



5
%Advertising and marketing


30,381



25,550



22,000



4,831



19
%


3,550



16
%Amortization of identifiable
    intangible assets


105,087



8,627



8,946



96,460



NM



(319
)


(4
%)Merger and consolidation costs


42,679



49,635



8,104



(6,956
)


(14
)%


41,531



NMPrepayment penalties on borrowings


6,303



61,546



30,490



(55,243
)


(90
)%


31,056



102
%Other noninterest expense:Telephone


12,998



14,717



12,858



(1,719
)


(12
)%


1,859



14
%Office supplies


12,741



10,638



10,513



2,103



20
%


125



1
%Postage and freight


11,256



10,657



11,187



599



6
%


(530
)


(5
%)Miscellaneous loan costs


5,529



4,930



5,984



599



12
%


(1,054
)


(18
%)Deposits and other assessments


4,220



3,756



3,752



464



12
%


4



0
%Collection and carrying costs of
    non-performing assets


2,447



2,717



2,694



(270
)


(10
)%


23



1
%Miscellaneous


59,961



60,204



50,522



(243
)


(0
)%


9,682



19
%Total other noninterest expense


109,152



107,619



97,510



1,533



1
%


10,109



10
%Total

$
870,828


$
765,101


$
641,270


$
105,727



14
%

$
123,831



19
%            32




---



##### Table of Contents



33




---



##### Table of Contents



Taxes
  Table
    9  Income Tax Expense
    ChangeCombined


Predecessor


Predecessor


2005-2004


2004-20032005


2004


2003


Amount


Percent


Amount


PercentIncome tax expense

$
142,428


$
163,097


$
173,660


$
(20,669
)


(13
)%

$
(10,563
)


(6
%)       Comprehensive
    Income
  Table
    10  Comprehensive Income
    ChangeCombined


Predecessor


Predecessor


2005-2004


2004-20032005


2004


2003


Amount


Percent


Amount


PercentNet income

$
273,978


$
304,643


$
350,759


$
(30,665
)


(10
)%

$
(46,116
)


(13
%)Other comprehensive income, net of
    tax 
    Net change in unrealized gains (losses) on securities


(10,627
)


(7,231
)


(110,068
)


(3,396
)


(47
)%


102,837



93
%Net change in deferred and
    unrealized gains (losses) on cash flow hedges


(28,665
)


146



1,575



(28,811
)


NM



(1,429
)


(91
%)Change in minimum pension liability






(1,079
)


(446
)


1,079



100
%


(633
)


(142
%)Comprehensive income

$
234,686


$
296,479


$
241,820


$
(61,793
)


(21
)%

$
54,659



23
%      34




---



##### Table of Contents



Segment
    Reporting
   35




---



##### Table of Contents



Table
    11  Business Segment Information
    Year Ended December 31,
    2005 (Combined)Community


Insurance


Investment


WealthBanking


Agency


Planning


Management


TotalNet interest income (expense)

$
998,488


$
(443
)

$
381


$
(623
)

$
997,803Provision for loan and lease losses


17,166















17,166Net interest income (expense)
    after provision for loan and lease losses


981,322



(443
)


381



(623
)


980,637Noninterest income


192,047



51,882



19,291



43,377



306,597Noninterest expense:Compensation and employee benefits


338,677



32,667



14,991



22,592



408,927Occupancy and equipment


113,793



5,268



1,138



2,080



122,279Data processing


42,520



501



111



2,888



46,020Advertising and marketing


29,608



351



110



312



30,381Amortization of intangibles


104,711



376











105,087Merger and consolidation costs


42,589



90











42,679Other


104,234



4,671



2,332



4,218



115,455Total noninterest expense


776,132



43,924



18,682



32,090



870,828Pre-tax income

$
397,237


$
7,515


$
990


$
10,664


$
416,406Total assets at December 31,
    2005

$
31,926,664


$
86,642


$
6,566


$
75,481


$
32,095,353Net interest income and
    noninterest income as a percent of total income


91.2
%


4.0
%


1.5
%


3.3
%


100.0
%Percent of pre-tax income to total
    pre-tax income


95.4
%


1.8
%


0.2
%


2.6
%


100.0
%Percent of assets to total
    consolidated assets


99.5
%


0.3
%


0.0
%


0.2
%


100.0
%   36




---



##### Table of Contents



Year Ended December 31,
    2004 (Predecessor)Community


Insurance


Investment


WealthBanking


Agency


Planning


Management


TotalNet interest income (expense)

$
928,087


$
(574
)

$
55


$
(343
)

$
927,225Provision for loan and lease losses


40,340















40,340Net interest income (expense)
    after provision for loan and lease losses


887,747



(574
)


55



(343
)


886,885Noninterest income


233,944



51,389



19,418



41,205



345,956Noninterest expense:Compensation and employee benefits


289,570



32,624



14,169



20,248



356,611Occupancy and equipment


104,389



4,695



1,065



2,223



112,372Data processing


39,677



492



179



2,793



43,141Advertising and marketing


24,878



275



45



352



25,550Amortization of intangibles


8,263



364











8,627Merger and consolidation costs


49,635















49,635Other


158,191



5,026



1,980



3,968



169,165Total non-interest expense


674,603



43,476



17,438



29,584



765,101Pre-tax income

$
447,088


$
7,339


$
2,035


$
11,278


$
467,740Total assets at December 31,
    2004

$
28,536,436


$
77,179


$
7,110


$
67,085


$
28,687,810Net interest income and
    noninterest income as a percent of total income


91.3
%


4.0
%


1.5
%


3.2
%


100.0
%Percent of pre-tax income to total
    pre-tax income


95.6
%


1.6
%


0.4
%


2.4
%


100.0
%Percent of assets to total
    consolidated assets


99.5
%


0.3
%


0.0
%


0.2
%


100.0
%  37




---



##### Table of Contents



Fourth
    Quarter Summary
    Table
    12  Fourth Quarter Summary
  Three Months EndedDecember 31,2005


2004


ChangeSuccessor


Predecessor


Amount


PercentCondensed Income
    StatementNet interest income

$
243,440


$
244,116


$
(676
)


(0
%)Provision for loan and lease losses


6,000



10,670



(4,670
)


(44
%)Net interest income after loan and
    lease losses provision


237,440



233,446



3,994



2
%Noninterest income(1)


60,097



72,538



(12,441
)


(17
%)Noninterest expense(2)


215,657



267,359



(51,702
)


(19
%)Income before income taxes


81,880



38,625



43,255



112
%Income tax expense


26,315



17,927



8,388



47
%Net income

$
55,565


$
20,698


$
34,867



168
%Per Common ShareBasic earnings per share

$
0.32


$
0.12


$
0.20



167
%Diluted earnings per share

$
0.32


$
0.12


$
0.20



167
%Financial RatiosReturn on average assets(3)


0.69
%


0.29
%


40
bpReturn on average equity(3)


3.42
%


2.66
%


76
bpNet interest rate spread


3.57
%


3.59
%


(2
)bpNet interest margin (fully-taxable


3.96
%


3.87
%


9
bpequivalent)(3)Noninterest income as a percent


19.80
%


22.91
%


(311
)bpof total incomeEfficiency ratio(4)


71.05
%


84.43
%


(1.338
)bp       (1)
    
    Noninterest income included net securities losses of
    $45 million in the fourth quarter of 2005 as part of the
    balance sheet restructuring program and $17.8 million in
    the fourth quarter of 2004 as part of a deleveraging program.(2)
    
    Noninterest expense included prepayment penalties on borrowings
    of $61.5 million in the fourth quarter of 2004 which were
    incurred as part of a deleveraging program.(3)
    
    Annualized.(4)
    
    Represents noninterest expense as a percentage of net interest
    income and noninterest income including net securities
    gains/losses   38




---



##### Table of Contents



change-in-control
    Comparison
    of 2004 and 2003
       39




---



##### Table of Contents



Financial
    Condition
      Investment
    Securities
   40




---



##### Table of Contents



41




---



##### Table of Contents



Table
    13  Investment Securities
    Successor


Predecessor


PredecessorDecember 31, 2005


December 31, 2004


December 31, 2003% of





% of





% ofAmount


Total


Amount


Total


Amount


TotalSecurities available for sale:U.S. Government and federal
    agencies

$
2,171



0.05
%

$
528,973



7.86
%

$
2,359,347



33.85
%Tax-exempt bonds and notes


197,650



4.45
%


166,901



2.48
%


138,280



1.98
%Other bonds and notes


229,084



5.16
%


285,742



4.25
%


365,109



5.24
%Mortgage-backed securities


3,752,710



84.52
%


5,130,478



76.26
%


3,834,958



55.03
%Collateralized mortgage obligations


240,945



5.42
%


599,304



8.91
%


264,545



3.80
%Total debt securities


4,422,560



99.60
%


6,711,398



99.76
%


6,962,239



99.90
%Other equity securities


17,552



0.40
%


16,456



0.24
%


6,868



0.10
%Total securities available for sale


4,440,112



100.00
%


6,727,854



100.00
%


6,969,107



100.00
%Net unrealized gain (loss)


(20,235
)






669







11,822Fair value of securities available
    for sale

$
4,419,877






$
6,728,523






$
6,980,929Securities held to maturity:Collateralized mortgage obligations

$
64,126






$
87,013






$
124,240Amortized cost of securities held
    to maturity

$
64,126






$
87,013






$
124,240Fair value of securities held to
    maturity

$
64,487






$
87,507






$
124,344Excess of fair value over recorded
    value

$
361






$
494






$
104Fair value as a  % of
    amortized cost


100.6
%






100.6
%






100.1
%  42




---



##### Table of Contents



Table
    14  Maturities of Debt Securities
    SuccessorAmortized Cost Maturing
    inLess Than








More than1 Year


1 to 5 Years


5 to 10 Years


10 Years


TotalAmount


Yield


Amount


Yield


Amount


Yield


Amount


Yield


Amount


YieldAvailable for Sale:U.S. Government and federal
    agencies

$
1,195



3.51
%

$
976



3.88
%

$




0.00
%

$




0.00
%

$
2,171



3.68
%Tax-exempt bonds and notes


121,972



3.34
%


6,998



3.09
%


10,520



3.44
%


58,160



3.31
%


197,650



3.33
%Other bonds and notes


29,246



3.83
%


22,784



4.75
%


1



4.00
%


177,053



5.47
%


229,084



5.19
%152,413



3.44
%


30,758



4.34
%


10,521



3.44
%


235,213



4.94
%


428,905



4.33
%Mortgage-backed securities(1)


60



4.08
%


31,590



4.47
%


183,601



4.38
%


3,537,459



4.96
%


3,752,710



4.92
%Collateralized mortgage
    obligations(1)


32



3.39
%


1,991



4.72
%










238,922



4.50
%


240,945



4.50
%Total

$
152,505






$
64,339






$
194,122






$
4,011,594






$
4,422,560



4.84
%Held to Maturity:Collateralized mortgage
    obligations (1)

$







$







$







$
64,126



6.41
%

$
64,126



6.41
%     (1)
    
    For amortizing securities, the entire obligation is included in
    the maturity category corresponding to the final contractual
    payment date.  Loans
   43




---



##### Table of Contents



Table
    15  Composition of Loan and Lease
    Portfolio
    Successor


Predecessor


Predecessor


Predecessor


PredecessorDecember 31, 2005


December 31, 2004


December 31, 2003


December 31, 2002


December 31, 2001% of





% of





% of





% of





% ofAmount


Loans


Amount


Loans


Amount


Loans


Amount


Loans


Amount


LoansResidential real estate loans

$
2,878,323



14.31
%

$
3,081,217



16.57
%

$
2,710,483



16.58
%

$
2,382,197



16.95
%

$
2,627,125



20.66
%Commercial real estate loans:Permanent first mortgage loans


5,779,662



28.73
%


5,297,812



28.49
%


4,696,428



28.73
%


4,151,674



29.54
%


3,509,311



27.60
%Construction and development loans


997,175



4.95
%


951,701



5.12
%


832,434



5.09
%


640,375



4.55
%


584,728



4.60
%Total


6,776,837



33.68
%


6,249,513



33.61
%


5,528,862



33.82
%


4,792,049



34.09
%


4,094,039



32.20
%Commercial business loans and leasesCommercial business loans


4,180,449



20.78
%


3,838,366



20.64
%


3,188,504



19.51
%


2,865,617



20.39
%


2,353,933



18.51
%Commercial business leases


97,599



0.48
%


90,228



0.49
%


98,590



0.60
%


102,857



0.73
%


108,720



0.86
%Total


4,278,048



21.26
%


3,928,594



21.13
%


3,287,094



20.11
%


2,968,474



21.12
%


2,462,653



19.37
%Consumer loans and leasesConsumer loans


6,186,519



30.75
%


5,333,448



28.69
%


4,816,217



29.47
%


3,898,638



27.74
%


3,494,979



27.48
%Consumer leases










222



0.00
%


3,306



0.02
%


14,650



0.10
%


36,534



0.29
%Total


6,186,519



30.75
%


5,333,670



28.69
%


4,819,523



29.49
%


3,913,288



27.84
%


3,531,513



27.77
%Total loans and leases receivable

$
20,119,727



100.00
%

$
18,592,994



100.00
%

$
16,345,962



100.00
%

$
14,056,008



100.00
%

$
12,715,330



100.00
%   Table
    16  Scheduled Contractual Amortization of
    Certain Loans and Leases at December 31, 2005
    CommercialReal Estate


CommercialConstruction and


Business LoansDevelopment Loans


and Leases


TotalAmounts due:Within one year

$
403,319


$
2,735,428


$
3,138,747After one year through five years


167,168



400,190



567,358Beyond five years


426,688



1,142,430



1,569,118Total

$
997,175


$
4,278,048


$
5,275,223Interest rate terms on amounts due
    after one year:Fixed

$
41,251


$
610,908


$
652,159Adjustable


552,605



931,712



1,484,317  44




---



##### Table of Contents



Table
    17  Average Loans and Leases
    Successor


PredecessorYear Ended


Year EndedDecember 31,


December 31,


Change2005


2004


Amount


PercentResidential real estate mortgages

$
3,439,050


$
2,997,572


$
441,478



15
%Commercial real estate mortgages


6,662,952



5,959,510



703,442



12
%Commercial business loans and
    leases


4,135,985



3,686,919



449,066



12
%Consumer loans and leases


5,810,028



5,090,536



719,492



14
%Total average loans and leases

$
20,048,015


$
17,734,537


$
2,313,478



13
%           Table
    18  Commercial Loans by State
    Commercial Real Estate
    Loans


Commercial Business Loans and
    LeasesSuccessor


Predecessor








Successor


PredecessorDecember 31,


December 31,


Change


December 31,


December 31,


Change2005


2004


Amount


Percent


2005


2004


Amount


PercentMassachusetts

$
3,373,844


$
3,085,278


$
288,566



9
%

$
1,744,082


$
1,569,911


$
174,171



11
%Maine


1,015,132



933,677



81,455



9
%


799,001



787,822



11,179



1
%New Hampshire


889,952



767,590



122,362



16
%


568,068



564,604



3,464



1
%Connecticut


659,978



583,907



76,071



13
%


527,597



412,601



114,996



28
%Vermont


613,557



664,063



(50,506
)


(8
%)


467,106



433,055



34,051



8
%New York


224,374



214,998



9,376



4
%


172,194



160,601



11,593



7
%Total

$
6,776,837


$
6,249,513


$
527,324



8
%

$
4,278,048


$
3,928,594


$
349,454



9
%  45




---



##### Table of Contents



Table
    19  Composition of Consumer Loans and
    Leases
    Successor


PredecessorDecember 31, 2005


December 31, 2004


Change% of





% of


2005-2004Amount


Total


Amount


Total


Amount


PercentHome equity loans and lines

$
3,648,033



58.96
%

$
3,123,525



58.55
%

$
524,508



16.79
%Automobile


2,020,774



32.66
%


1,678,817



31.48
%


341,957



20.37
%Education


202,044



3.27
%


159,314



2.99
%


42,730



26.82
%Mobile home


88,519



1.43
%


111,874



2.10
%


(23,355
)


(20.88
%)Vision, dental and orthodontia fee
    plan


17,680



0.29
%


49,934



0.94
%


(32,254
)


(64.59
%)Other


209,469



3.39
%


210,206



3.94
%


(737
)


(0.35
%)Total

$
6,186,519



100.00
%

$
5,333,670



100.00
%

$
852,849



15.99
%   Deposits
         46




---



##### Table of Contents



Table
    20  Change in Average Deposit Balances by
    Category of Deposit
    Combined


PredecessorYear Ended


Year EndedDecember 31,


December 31,


Change2005


2004


Amount


PercentInterest-bearing deposits:Money market and NOW accounts

$
8,105,948


$
7,678,644


$
427,304



6
%Savings accounts


2,650,297



2,563,838



86,459



3
%Certificates of deposit


4,838,189



4,647,746



190,443



4
%Brokered deposits


66,709



272



66,437



NMTotal interest-bearing deposits


15,661,143



14,890,500



770,643



5
%Noninterest-bearing deposits


4,420,826



3,987,311



433,515



11
%Total average deposits

$
20,081,969


$
18,877,811


$
1,204,158



6
%       Table
    21  Maturity of Certificates of Deposits of
    $100,000 or more
    SuccessorDecember 31, 2005Balance


Percent3 months or less

$
474,790



29
%Over 3 to 6 months


435,691



27
%Over 6 to 12 months


335,750



21
%More than 12 months


377,245



23
%$
1,623,476



100
%   Other
    Funding Sources
         47




---



##### Table of Contents



write-up
        Off-Balance
    Sheet Arrangements
     48




---



##### Table of Contents



Table
    22  Contractual Obligations and
    Commitments
    Payments Due By PeriodLess than


1 -3


4 -5


After 5Contractual
    Obligations(1)

Total


1 Year


Years


Years


YearsLong-term debt

$
1,124,113


$
39,830


$
180,937


$
54,632


$
848,714Capital lease obligations


6,366



140



934



1,429



3,863Repurchase
    agreements  retail


107,951



107,292



659Total long-term debt


1,238,430



147,262



182,530



56,061



852,577Operating lease obligations


139,842



27,459



44,362



30,257



37,764Pension plan contribution(2)


29,000



29,000Other benefit plan
    payments  estimated


53,533



4,028



9,589



17,525



22,391Other vendor obligations(3)


84,986



13,119



11,291



6,565



54,011Total contractual obligations

$
1,545,791


$
220,868


$
247,772


$
110,408


$
966,743     (1)
    
    Other liabilities are short term in nature, except for
    liabilities related to employee benefit plans.(2)
    
    Funding requirements for pension benefits after 2006 are
    excluded due to the significant variability in the assumptions
    required to project the timing of future cash contributions.(3)
    
    Includes our commitment for the naming rights for the TD
    Banknorth Garden effective July 1, 2005, net of The
    Toronto-Dominion Banks 50% share.  Total


Amount of Commitment
    Expiration  Per PeriodAmounts


Less than


1 -3


4 -5


After 5Other Commitments

Committed


1 Year


Years


Years


YearsUnused portions on lines of credit

$
5,771,437


$
1,373,321


$
348,602


$
193,469


$
3,856,045Standby letters of credit


568,991



93,292



98,167



97,546



279,986Commercial letters of credit


22,767



16,834



255



1,388



4,290Commitments to originate loans


2,161,876



1,299,063



422,521



102,842



337,450Other commitments


246,730



6,904



9,346



2,825



227,655Total commitments

$
8,771,801


$
2,789,414


$
878,891


$
398,070


$
4,705,426   49




---



##### Table of Contents



Total


Amount of Commitment
    Expiration  Per PeriodAmounts


Less than


1-3


4-5


After 5Derivative Financial
    Instruments

Committed


1 Year


Years


Years


YearsInterest rate swaps (notional
    amount):Commercial loan swap program:Interest rate swaps with
    commercial borrowers(1)

$
1,248,776


$
9,500


$
85,876


$
233,530


$
919,870Interest rate swaps with dealers(2)


1,248,776



9,500



85,876



233,530



919,870Interest rate caps with commercial
    borrowers


21,980







15,685



4,882



1,413Interest rate caps with dealers


21,980







15,685



4,882



1,413Cross currency swap (USD)(3)


228,620















228,620Total return swap


26,425







26,425







Forward commitments to sell loans


42,531



42,531











Foreign currency rate contracts(4):Forward contracts with customers


18,734



18,734











Forward contracts with dealers


18,734



18,734











Foreign exchange options to
    purchase


20,823



20,522



301







Foreign exchange options to sell


20,823



20,522



301







Rate-locked loan commitments


33,168



33,168











     (1)
    
    Swaps with commercial loan customers (TD Banknorth receives
    fixed, pays variable).(2)
    
    Offsetting swaps with dealers (TD Banknorth pays fixed, receives
    variable), which offset the interest rate swaps with commercial
    borrowers.(3)
    
    Swap on subordinated debt issued in Canadian dollars in
    September 2005.(4)
    
    Forward contracts for customer accommodations.  Risk
    Management
  and/or
   50




---



##### Table of Contents



Credit
    Risk Management
  General
    Table
    23  Composition of Loans and Leases
    Successor


PredecessorDecember 31, 2005


December 31, 2004Percent


Percent





Percent


PercentAmount


of Loans


Nonperforming


Amount


of Loans


NonperformingResidential real estate loans

$
2,878,323



14
%


0.28
%

$
3,081,217



16
%


0.25
%Commercial real estate loans


6,776,837



34
%


0.37
%


6,249,513



34
%


0.48
%Commercial business loans and
    leases


4,278,048



21
%


0.47
%


3,928,594



21
%


0.83
%Consumer loans and leases


6,186,519



31
%


0.12
%


5,333,670



29
%


0.14
%$
20,119,727



100
%


0.30
%

$
18,592,994



100
%


0.42
%   (one-to-four
     51




---



##### Table of Contents



Nonperforming
    Assets
    Table
    24  Five-Year Schedule of Nonperforming
    Assets
    Successor


Predecessor2005


2004


2003


2002


2001Nonaccrual loansResidential real estate loans

$
7,970


$
7,846


$
7,157


$
5,781


$
8,311Commercial real estate loans(1)


25,219



29,948



19,700



17,649



17,124Commercial business loans and
    leases(2)


20,211



32,421



24,412



32,693



40,341Consumer loans and leases


7,165



7,344



8,493



9,194



9,470Total nonaccrual loans and leases


60,565



77,559



59,762



65,317



75,246Other nonperforming assets:Other real estate owned, net of
    related reserves


234



1,878



529



100



1,861Repossessions, net of related
    reserves


736



1,666



2,812



3,536



2,016Securities available for sale


















2,104Total


970



3,544



3,341



3,636



5,981Total nonperforming assets

$
61,535


$
81,103


$
63,103


$
68,953


$
81,227Accruing loans 90 days or
    more overdue

$
6,887


$
5,254


$
4,915


$
3,373


$
6,227Total nonperforming loans as a
    percentage of total loans and leases(3)


0.30
%


0.42
%


0.37
%


0.46
%


0.59
%Total nonperforming assets as a
    percentage of total assets


0.19
%


0.28
%


0.24
%


0.29
%


0.39
%Total nonperforming assets as a
    percentage of total loans and leases(3) and other
    nonperforming assets


0.31
%


0.44
%


0.39
%


0.49
%


0.64
%     (1)
    
    In connection with the accounting for The Toronto-Dominion Bank
    transaction, as of March 1, 2005, specific reserves of
    $5.9 million were applied to reduce the individual loan
    balances on impaired commercial real estate loans.(2)
    
    In connection with the accounting for The Toronto-Dominion Bank
    transaction, as of March 1, 2005, specific reserves of
    $14.5 million were applied to reduce the individual loan
    balances on impaired commercial business loans and leases.(3)
    
    Total loans and leases exclude residential real estate loans
    held for sale. 52




---



##### Table of Contents



and/or
  Net
    Charge-offs
   53




---



##### Table of Contents



Table
    25  Five-Year Table of Activity in the Allowance
    for Loan and Lease Losses
    Combined


Predecessor


PredecessorDecember 31,


December 31,


December 31,


December 31,


December 31,2005


2004


2003


2002


2001Allowance at the beginning of period

$
243,152


$
232,287


$
208,273


$
189,837


$
153,550Additions due to acquisitions


14,494



13,665



19,008



12,794



31,277Charge-offs:Residential real estate mortgages(1)


263



613



197



(138
)


626Commercial real estate mortgages


8,193



17



577



1,290



2,267Commercial business loans and leases


11,351



20,159



16,272



24,455



20,899Consumer loans and leases


27,247



29,898



32,563



26,395



21,860Total loans and leases charged off


47,054



50,687



49,609



52,002



45,652Recoveries:Residential real estate mortgages


255



2,741



64



122



241Commercial real estate mortgages


2,929



54



1,761



117



222Commercial business loans and leases


6,615



6,452



6,367



8,972



4,800Consumer loans and leases


5,908



4,900



4,122



4,119



3,510Total loans and leases recovered


15,707



14,147



12,314



13,330



8,773Net charge-offs


31,347



36,540



37,295



38,672



36,879Transfer for off-balance sheet loan
    commitments(2)






(6,600
)










Provision for loan and lease losses


17,166



40,340



42,301



44,314



41,889Specific reserves applied to reduce
    impaired loan carrying values(3)


(20,435
)














Allowance for loan and lease losses
    at the end of the period(2)

$
223,030


$
243,152


$
232,287


$
208,273


$
189,837Total allowances for credit losses:Allowance for loan and lease losses

$
223,030


$
243,152Liability for unfunded credit
    commitments(2)


7,907



6,600Total allowances for credit losses

$
230,937


$
249,752Ratio of net charge-offs to average
    loans and leases outstanding(4)


0.16
%


0.21
%


0.24
%


0.29
%


0.33
%Ratio of allowance for credit
    losses to total portfolio loans and leases at end of period(2)


1.15
%


1.34
%


1.42
%


1.48
%


1.49
%Ratio of allowance for credit
    losses to nonperforming loans and leases at end of period


381.30
%


322.02
%


388.69
%


318.86
%


252.29
%Ratio of net chargeoffs
    (recoveries) as a percent of outstanding average loans and
    leases(4)Residential real estate mortgages


0.00
%


(0.07
%)


0.00
%


(0.01
%)


0.02
%Commercial real estate mortgages


0.08
%


0.00
%


(0.02
%)


0.03
%


0.06
%Commercial business loans and leases


0.11
%


0.37
%


0.31
%


0.58
%


0.69
%Consumer loans and leases


0.37
%


0.49
%


0.64
%


0.61
%


0.54
%Total portfolio loans and leases at
    end of period(4)

$
20,119,727


$
18,592,994


$
16,345,962


$
14,056,008


$
12,715,330Total nonperforming loans and
    leases at end of period


60,565



77,559



59,762



65,317



75,246Average loans and leases
    outstanding during the period(4)


19,883,870



17,697,737



15,574,078



13,182,785



11,173,723     (1)
    
    Prior to 2005, residential real estate charge-offs included
    estimates of charge-offs and reversals of prior period
    estimates, which may result in negative charge-offs. 54




---



##### Table of Contents



(2)
    
    During 2004, we reclassified the portion of our allowance for
    credit losses related to unfunded credit commitments from the
    allowance for loan and lease losses to a separate liability
    account.(3)
    
    In connection with The Toronto-Dominion Bank transaction,
    $20.4 million of the allowance for loan and lease losses
    related to impaired commercial loans was applied to reduce the
    carrying values of impaired commercial loans in accordance with
    the implementation of American Institute of Certified Public
    Accountants Statement of Position (SOP) 03-3,
    Accounting for Certain Loans or Debt Securities Acquired
    in a Transfer.(4)
    
    Excludes residential real estate loans held for sale.  Table
    26  Foregone Interest
    Combined


Predecessor2005


2004Interest income that would have
    been recognized at original contractual terms

$
7,074


$
7,424Amount recognized as interest
    income on a cash basis


(2,785
)


(3,291
)Foregone interest

$
4,289


$
4,133   Potential
    Problem Loans
    Analysis
    and Determination of the Allowance for Loan and Lease
    Losses
       55




---



##### Table of Contents



Table
    27  Allocation of the Allowance for Loan and
    Lease Losses  Five-Year Schedule
    Successor


Predecessor


Predecessor


Predecessor


PredecessorDecember 31, 2005


December 31, 2004


December 31, 2003


December 31, 2002


December 31, 2001Percent of





Percent of





Percent of





Percent of





Percent ofLoans in Each





Loans in Each





Loans in Each





Loans in Each





Loans in EachCategory to





Category to





Category to





Category to





Category toAmount


Total Loans


Amount


Total Loans


Amount


Total Loans


Amount


Total Loans


Amount


Total LoansResidential real estate loans

$
6,112



14.31
%

$
6,705



16.57
%

$
6,850



16.58
%

$
5,800



16.95
%

$
5,000



20.66
%Commercial real estate loans


114,220



33.68
%


103,530



33.61
%


115,333



33.82
%


102,294



34.09
%


98,271



32.20
%Commercial business loans and leases


55,642



21.26
%


87,483



21.13
%


70,383



20.11
%


63,940



21.12
%


58,090



19.37
%Consumer loans and leases


47,056



30.75
%


45,434



28.69
%


39,721



29.49
%


36,239



27.84
%


28,476



27.77
%$
223,030



100.00
%

$
243,152



100.00
%

$
232,287



100.00
%

$
208,273



100.00
%

$
189,837



100.00
%   Table
    28  Composition of Allowance for Loan and Lease
    Losses
    Successor


Predecessor


PredecessorDecember 31,


December 31,


December 31,2005


2004


2003Residential real estate loans

$
6,112


$
6,705


$
6,850Specifically evaluated commercial
    real estate and commercial business loans and leases


7,281



44,671



41,800Other commercial real estate and
    commercial business loans and leases


162,581



146,342



143,916Consumer loans and leases


47,056



45,434



39,721$
223,030


$
243,152


$
232,287   Asset-Liability
    Management
  day-to-day
 56




---



##### Table of Contents



Interest
    Rate Risk
      Assessment
    and Measurement
    day-to-day
 57




---



##### Table of Contents



Net
    Interest Income Sensitivity
  day-to-day 12-month
    Table
    29  Sensitivity of Net Interest Income
    200 Basis Point


100 Basis Point


100 Basis Point


200 Basis PointRate Increase


Rate Increase


Rate Decrease


Rate DecreaseDecember 31, 2005 (Successor)


(0.88
)%


(0.41
)%


0.27
%


0.26
%December 31, 2004
    (Predecessor)


(2.13
)%


(0.68
)%


0.20
%


(1.51
)%     2005
    Asset Liability Management Actions
    
    changes in the shape of the U.S. Government securities and
    interest rate swap yield curves,
    changes in the prepayment speeds of mortgage assets,
    the addition of $2.2 billion of interest rate swap
    agreements fixing the cash flows of certain variable-rate loans
    tied to LIBOR or a designated prime rate, which was later
    terminated, as noted below, 58




---



##### Table of Contents




    the approximately $3.4 billion deleveraging program
    implemented in the first quarter of 2005, which included the
    sale of $519 million of single-family residential loans,
    $2.4 billion of mortgage-backed securities and
    $500 million of securities of U.S. federal agencies,
    the repurchase of 15.3 million shares of our common stock
    in the first quarter of 2005,
    the issuance in September 2005 of Can$270 million
    subordinated debt (US$229 million) which has a fixed rate
    for the first 12 years. Simultaneous with this issuance, we
    synthetically converted the underlying subordinated debt into
    U.S. dollars with a cross currency swap described under
    Derivative Instruments below to achieve a fixed rate
    of 5.05% on US$229 million for 12 years,
    the sale of $252 million of primarily fixed-rate
    one-to-four
    family residential loans; and
    the termination of $2.2 billion of interest rate swap
    agreements designated as cash flow hedges on December 21,
    2005, at a loss of $32.2 million. This loss is recorded in
    accumulated other comprehensive income on an after tax basis and
    will be amortized as a reduction of interest income over the
    remaining life of the hedged items. By removing the effective
    caps on the rates of certain variable rate loans, this
    transaction significantly reduces our net interest income risk
    to further rate increases.  10-year 10-year 30-year 90-day
  Derivative
    Instruments
  Purpose
    and Benefits
      Table
    30  Derivative Positions
  Asset-Liability
    Management Positions
  Notional Amount
    Maturing





FairDecember 31, 2005
    (Successor)

2006


2007


2008


2009


Thereafter


Total


ValueCross currency swap agreement

$



$



$



$



$
228,620


$
228,620


$
5,246Total return swap










26,425











26,425



552Forward commitments to sell loans


42,531



















42,531



(125
)  59




---



##### Table of Contents



Customer-related
    Positions
  Notional Amount
    Maturing





FairDecember 31, 2005
    (Successor)

2006


2007


2008


2009


Thereafter


Total


ValueInterest rate contracts
    Receive fixed, pay variable

$
9,500


$
21,950


$
79,611


$
83,724


$
1,075,971


$
1,270,756


$
3,435Pay fixed, receive variable


9,500



21,950



79,611



83,724



1,075,971



1,270,756



(3,435
)Foreign currency rate contractsForward contracts with customers


18,734



















18,734



17Forward contracts with dealers


18,734



















18,734



(17
)Foreign exchange options to
    purchase


20,522



301















20,823



210Foreign exchange options to sell


20,522



301















20,823



(210
)Rate-locked loan commitments(1)


33,168



















33,168



161     (1)
    
    No value has been assigned to potential mortgage servicing
    rights related to rate-locked loan commitments.  Designated
    Hedges
    10-year 12-year
     60




---



##### Table of Contents



Table
    31  Mortgage Loans Held for Sale and Related
    Hedges
    Combined


Predecessor2005


2004Average residential mortgage loans
    held for sale

$
47,402


$
48,567Average rate-locked loan
    commitments


47,873



50,710Average forward sales contracts


80,730



86,149   Customer-related
    Positions
  variable-to-fixed
  Foreign
    Exchange or Market Risk
    and/or
  Liquidity
   61




---



##### Table of Contents



Banking
    Subsidiary
          90-day
       62




---



##### Table of Contents



Capital
                 63




---



##### Table of Contents



Table
    32  Capital Securities
    JuniorIssuance


Capital


Common


Subordinated


Stated


MaturityName

Date


Securities


Securities


Debentures (1)


Rate


DatePeoples Heritage Capital
    Trust I


1/31/1997


$
63,775


$
3,093


$
66,868



9.06
%


2/1/2027Banknorth Capital Trust I


5/1/1997



28,000



928



28,928



10.52
%


5/1/2027Ipswich Statutory Trust I


2/22/2001



3,500



109



3,609



10.20
%


2/22/2031CCBT Statutory Trust I


7/31/2001



5,000



155



5,155



7.82
%


7/31/2031Banknorth Capital Trust II


2/22/2002



200,000



6,186



206,186



8.00
%


4/1/2032BFD Preferred Capital Trust I


7/12/2000



10,000



309



10,309



11.30
%


7/19/2030BFD Preferred Capital Trust II


9/19/2000



22,000



681



22,681



10.88
%


10/1/2030$
332,275


$
11,461



343,736Unamortized fair value adjustment














22,501$
366,237     (1)
    
    Amounts include junior subordinated debentures acquired by
    affiliated trusts from us with the capital contributed by us in
    exchange for the common securities of such trusts. Junior
    subordinated debentures are equal to capital securities plus
    common securities.        Critical
    Accounting Policies
   64




---



##### Table of Contents



Allowance
    for Loan and Lease Losses
          
    historical loss experience;
    trends in delinquency and nonperforming loans;
    changes in product offerings or loan terms;
    changes in underwriting and /or collections policies;
    changes in management of underwriting and collection
    departments; and
    regional and national economic conditions and trends.  Accounting
    for Acquisitions and Review of Goodwill and Other Intangible
    Assets
   65




---



##### Table of Contents



Accounting
    for Pension Plans
          Accrued
    Income Taxes
   66




---



##### Table of Contents



Accounting
    for Derivatives and Hedging Activities
    Accounting
    Changes
    Forward
    Looking Statements
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk   67




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  TD
    BANKNORTH INC.
  CONSOLIDATED
    BALANCE SHEETS
  Successor


PredecessorDecember 31,


December 31,2005


2004(In thousands, exceptshare data)AssetsCash and due from banks

$
758,751


$
541,994Federal funds sold and other
    short-term investments


10,507



2,312Securities available for sale, at
    market value


4,419,877



6,728,523Securities held to maturity (fair
    value $64,487 in 2005 and $87,507 in 2004)


64,126



87,013Loans held for sale (fair value
    $31,540 in 2005 and $52,936 in 2004)


31,398



51,693Loans and leases:Residential real estate mortgages


2,878,323



3,081,217Commercial real estate mortgages


6,776,837



6,249,513Commercial business loans and leases


4,278,048



3,928,594Consumer loans and leases


6,186,519



5,333,670Total loans and leases


20,119,727



18,592,994Less: Allowance for loan and lease
    losses


223,030



243,152Net loans and leases


19,896,697



18,349,842Premises and equipment, net


331,912



300,120Goodwill


4,547,604



1,365,780Identifiable intangible assets


668,365



50,376Bank-owned life insurance


572,847



523,129Other assets


793,269



687,028Total assets

$
32,095,353


$
28,687,810Liabilities and
    Shareholders EquityDeposits:Savings accounts

$
2,653,233


$
2,546,018Money market and NOW accounts


7,819,812



7,907,513Certificates of deposit


5,132,117



4,484,370Brokered deposits


63,953



576Noninterest-bearing deposits


4,603,533



4,289,104Total deposits


20,272,648



19,227,581Short-term borrowings


3,685,540



3,729,252Long-term debt


1,238,430



2,261,453Deferred tax liability on
    identifiable intangible assets


261,932



17,632Other liabilities


152,930



275,778Total liabilities


25,611,480



25,511,696Commitments and contingenciesShareholders equity:Preferred stock (par value $0.01
    per share, 5,000,000 shares authorized, none issued)






Common stock (par value
    $0.01 per share, 400,000,000 shares authorized,
    issued  188,426,630 in 2005 and 191,672,502 in
    2004)


1,884



1,917Common stock, Class B (par
    value $0.01 per share, authorized and
    issued  1 share in 2005)






Paid-in capital


6,833,677



1,763,572Retained earnings


152,494



1,677,802Unearned compensation


(1,131
)


Treasury stock at cost (
    14,761,415 shares in 2005 and 12,374,515 shares in
    2004)


(469,010
)


(265,020
)Accumulated other comprehensive
    (loss) income


(34,041
)


(2,157
)Total shareholders equity


6,483,873



3,176,114Total liabilities and
    shareholders equity

$
32,095,353


$
28,687,810     68




---



##### Table of Contents



TD
    BANKNORTH INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


December 31, 2004


December 31, 2003(In thousands, except per share
    data)Interest and dividend income:Interest and fees on loans and
    leases

$
993,584


$
176,949


$
933,833


$
880,185Interest and dividends on securities


178,976



51,183



317,015



304,805Total interest and dividend income


1,172,560



228,132



1,250,848



1,184,990Interest expense:Interest on deposits


197,902



30,694



161,004



188,836Interest on borrowed funds


141,639



32,654



162,619



163,302Total interest expense


339,541



63,348



323,623



352,138Net interest income


833,019



164,784



927,225



832,852Provision for loan and lease losses


16,097



1,069



40,340



42,301Net interest income after provision
    for loan and lease losses


816,922



163,715



886,885



790,551Noninterest income:Deposit services


111,270



18,359



109,321



97,323Insurance agency commissions


42,259



8,252



50,311



45,714Merchant and electronic banking
    income, net


51,152



7,751



50,564



41,778Wealth management services


35,224



6,959



39,788



31,956Bank-owned life insurance


20,038



4,169



23,282



22,930Investment planning services


16,477



2,815



19,418



15,692Net securities (losses) gains


(46,522
)


(46,548
)


(7,701
)


42,460Loans held for
    sale  lower of cost or market adjustment


386



(7,500
)






Change in unrealized loss on
    derivatives


5,943











Other noninterest income


67,009



9,104



60,973



77,285303,236



3,361



345,956



375,138Noninterest expense:Compensation and employee benefits


340,950



67,977



356,611



326,621Occupancy


59,071



11,411



63,892



59,200Equipment


43,357



8,440



48,480



47,459Data processing


38,787



7,233



43,141



40,940Advertising and marketing


26,008



4,373



25,550



22,000Amortization of identifiable
    intangible assets


103,526



1,561



8,627



8,946Merger and consolidation costs


15,415



27,264



49,635



8,104Prepayment penalties on borrowings


3



6,300



61,546



30,490Other noninterest expense


93,265



15,887



107,619



97,510720,382



150,446



765,101



641,270Income before income tax expense


399,776



16,630



467,740



524,419Provision for income taxes


136,246



6,182



163,097



173,660Net income

$
263,530


$
10,448


$
304,643


$
350,759Basic earnings per share

$
1.51


$
0.06


$
1.78


$
2.18Diluted earnings per share

$
1.51


$
0.06


$
1.75


$
2.15Weighted average shares outstanding:Basic


174,293



184,964



170,766



160,914Dilutive effect of stock options


780



1,783



3,392



2,606Diluted


175,073



186,747



174,158



163,520    69




---



##### Table of Contents



TD
    BANKNORTH INC.
  CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
  AccumulatedOtherCommon











Unearned





ComprehensiveShares


Par


Paid-in


Retained


Compen-


Treasury


IncomeOutstanding


Value


Capital


Earnings


sation


Stock


(Loss)


Total(In thousands)Balances at December 31,
    2002 (Predecessor)


150,579


$
1,689


$
1,059,778


$
1,269,422


$



$
(382,350
)

$
114,946


$
2,063,485Net income














350,759















350,759Change in unrealized losses on
    securities, net of reclassification adjustment net of tax


























(110,068
)


(110,068
)Change in unrealized gains on cash
    flow hedges, net of reclassification adjustment net of tax


























1,575



1,575Change in minimum pension
    liability, net of tax


























(446
)


(446
)Comprehensive income






























241,820Treasury stock issued for employee
    benefit plans


2,674







(6,546
)










55,223







48,677Treasury stock purchased


(4,466
)


















(105,071
)






(105,071
)Distribution of restricted stock










(896
)










1,590







694Common stock issued for acquisitions


13,401



134



382,669



















382,803Cash dividends declared
    ($0.70 per share)














(111,889
)














(111,889
)Balances at December 31,
    2003 (Predecessor)


162,188



1,823



1,435,005



1,508,292







(430,608
)


6,007



2,520,519Net income














304,643















304,643Change in unrealized losses on
    securities, net of reclassification adjustment net of tax


























(7,231
)


(7,231
)Change in unrealized gains on cash
    flow hedges, net of reclassification adjustment net of tax


























146



146Change in minimum pension
    liability, net of tax


























(1,079
)


(1,079
)Comprehensive income






























296,479Treasury stock issued for employee
    benefit plans, including tax benefit of $40.7 million


7,729







24,797











164,837







189,634Distribution of restricted stock










(386
)










751







365Common stock issued for acquisitions


9,381



94



304,156



















304,250Cash dividends declared
    ($0.79 per share)














(135,133
)














(135,133
)Balances at December 31,
    2004 (Predecessor)


179,298



1,917



1,763,572



1,677,802







(265,020
)


(2,157
)


3,176,114Net income














10,448















10,448Change in unrealized losses on
    securities, net of reclassification adjustment net of tax


























2,463



2,463Change in unrealized gains on cash
    flow hedges, net of reclassification adjustment net of tax


























(7,714
)


(7,714
)Comprehensive income






























5,197Common stock issued for acquisitions


6,152



61



199,764



















199,825Treasury stock issued for employee
    benefit plans, including tax benefit of $16.0 million


2,978







7,489











63,879







71,368Cash dividends declared
    ($0.20 per share)














(37,383
)














(37,383
)Balances at February 28,
    2005 (Predecessor)


188,428


$
1,978


$
1,970,825


$
1,650,867


$



$
(201,141
)

$
(7,408
)

$
3,415,121Balances at March 1, 2005
    (Successor)


188,428


$
1,884


$
6,836,487


$



$
(2,256
)

$



$



$
6,836,115Net income














263,530















263,530Change in unrealized losses on
    securities, net of reclassification adjustment net of tax


























(13,090
)


(13,090
)Change in unrealized losses on cash
    flow hedges, net of reclassification adjustment net of tax


























(20,951
)


(20,951
)Comprehensive income






























229,489Treasury stock issued for employee
    benefit plans, including tax benefit of $1.0 million


537







(2,550
)










15,228







12,678Treasury stock purchased


(15,300
)


















(486,408
)






(486,408
)Distribution of restricted stock










(260
)










2,170







1,910Decrease in unearned compensation


















1,125











1,125Cash dividends declared
    ($0.64 per share)














(111,036
)














(111,036
)Balances at December 31,
    2005 (Successor)


173,665


$
1,884


$
6,833,677


$
152,494


$
(1,131
)

$
(469,010
)

$
(34,041
)

$
6,483,873    70




---



##### Table of Contents



TD
    BANKNORTH INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


December 31, 2004


December 31, 2003(In thousands)Cash flows from operating
    activities:Net income

$
263,530


$
10,448


$
304,643


$
350,759Adjustments to reconcile net income
    to net cash provided by operating activities:Provision for loan and lease losses


16,097



1,069



40,340



42,301Depreciation of banking premises
    and equipment


40,956



7,807



44,199



43,368Net amortization of premium and
    discounts


11,096



3,703



23,082



56,135Amortization of intangible assets


103,526



1,561



8,627



8,946Provision for deferred tax expense


4,897



2,000



16,498



26,073Unearned compensation


1,125











Distribution of restricted stock
    units


1,910







365



694Net (gains) losses realized from
    sales of securities and loans


(2,087
)


46,548



6,190



(42,460
)Impairment on securities available
    for sale


45,000











Lower of cost or market adjustment
    on loans held for sale






7,500







Prepayment penalties on borrowings






6,300



61,546



30,490Net losses (gains) realized from
    sales of loans held for sale


7,113



(616
)


(3,660
)


(12,483
)Increase in cash surrender value of
    bank owned life insurance


(20,031
)


(4,169
)


(22,188
)


(22,930
)Pension plan contributions


(27,600
)






(17,100
)


(47,400
)Proceeds from sales of loans held
    for sale


931,269



72,258



512,700



923,811Residential loans originated and
    purchased for sale


(415,559
)


(58,800
)


(511,053
)


(821,870
)Change in fair value of derivatives


(4,788
)










Net (increase) decrease in other
    assets


(34,755
)


47,443



(36,942
)


77,882Net (decrease) increase in other
    liabilities


(13,692
)


(42,559
)


18,481



(119,348
)Net cash provided by operating
    activities


908,007



100,493



445,728



493,968Cash flows from investing
    activities:Proceeds from sales of securities
    available for sale


666,951



83,271



3,380,300



3,392,506Proceeds from sale of securities as
    part of the deleveraging program


374,488



2,461,701







Proceeds from maturities and
    principal repayments of securities available for sale


812,224



190,117



1,303,648



3,066,107Purchases of securities available
    for sale


(1,548,490
)


(927,783
)


(4,030,889
)


(6,536,940
)(Purchases of) proceeds from
    restricted equity securities


(94,502
)


(42,196
)


(36,415
)


166,179Proceeds from maturities and
    principal repayments of securities held to maturity


18,217



4,670



37,227



92,169Net increase in loans and leases


(828,116
)


(222,430
)


(1,300,987
)


(690,512
)Proceeds from sales of portfolio
    loans


254,530







37,097



Swap termination fees paid


(35,597
)










Net (additions) decreases to
    premises and equipment


(62,600
)


798



(47,805
)


(20,901
)Proceeds from policy coverage on
    bank owned life insurance


1,834



141



1,725



182Acquisitions, net of cash acquired






130,685



49,061



10,903Net cash (used in) provided by
    investing activities


(441,061
)


1,678,974



(607,038
)


(520,307
)Cash flows from financing
    activities:Net increase (decrease) in deposits


133,420



(160,662
)


148,206



95,039Net decrease in short-term
    borrowings


350,537



2,102,739



1,200,876



755,480Payments for short term borrowings
    as part of deleveraging program


(377,907
)


(1,461,701
)






Proceeds from long-term debt


236,364



8,467



1,570



885,400Payments for long-term debt


(213,706
)


(474,664
)


(1,633,868
)


(1,941,969
)Payments for long term debt as part
    of deleveraging program






(1,006,300
)






Swap termination fees paid


(3,782
)










Treasury stock issued for employee
    benefit plans


27,192



71,368



189,634



48,677Purchase of treasury stock


(486,408
)










(105,071
)Cash dividends paid to shareholders


(111,035
)


(37,383
)


(135,133
)


(111,889
)Net cash used in financing
    activities


(445,325
)


(958,136
)


(228,715
)


(374,333
)Increase (decrease) in cash and
    cash equivalents


21,621



821,331



(390,025
)


(400,672
)Cash and cash equivalents at
    beginning of year


747,637



(73,694
)


316,331



717,003Cash and cash equivalents at end of
    period

$
769,258


$
747,637


$
(73,694
)

$
316,331In conjunction with the purchase
    acquisitions detailed in Note 3 to the Consolidated
    Financial Statements, assets were acquired and liabilities were
    assumed as follows:Fair value of assets acquired

$
27,924,518


$
1,469,630


$
1,807,186


$
3,347,137Less liabilities assumed


25,626,026



1,422,658



1,420,086



2,586,080Supplemental cash flow disclosuresCash paid for interest

$
344,877


$
68,238


$
325,614


$
358,555Cash paid (received) for income
    taxes


104,203



(779
)


90,298



145,600    71




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (All dollar amounts expressed in thousands, except per share
    data and as noted)
  1.
    Summary
    of Significant Accounting Policies   General
    
    cash paid by The Toronto-Dominion Bank,  
    the value of The Toronto-Dominion Bank common shares
    issued and
    the value of TD Banknorth Inc. shares issued.        Financial
    Statement Presentation
     72




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1.
    Summary
    of Significant Accounting
    Policies  (Continued)   Use of
    Estimates
    Specific
    Accounting Policies
    Note

Topic

Page5

Securities Available for Sale and
    Held to Maturity

786

Loans and Leases

817

Allowance for Loan and Lease Losses

848

Premises and Equipment

869

Goodwill and Other Intangible
    Assets

8710

Income Taxes

8918

Earnings Per Share

10120

Derivative Instruments

10223

Stock-Based Compensation and
    Incentive Plans

10824

Retirement and Other Benefit Plans

112     Cash
    and Cash Equivalents
      Bank-Owned
    Life Insurance
   73




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1.
    Summary
    of Significant Accounting
    Policies  (Continued)   Impairment
    of Long-Lived Assets Other than Goodwill
    Mortgage
    Banking and Loans Held for Sale
          Investments
    in Limited Partnerships
   74




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1.
    Summary
    of Significant Accounting
    Policies  (Continued)    Foreign
    Currency Translation
    Segment
    Reporting
    2.
    Accounting
    Changes     Accounting
    for Share-Based Payments
    Accounting
    for Certain Loan or Debt Securities Acquired in a
    Transfer.
  SOP 03-3
 75




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.  Accounting
    Changes  (Continued)
  SOP 03-3
  Other-Than-Temporary
    Impairments of Certain Investments
  FAS 115-1 FAS 124-1 Other-Than-Temporary other-than-temporary other-than-temporary
  Accounting
    Changes and Error Corrections
   76




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Accounting
    for the Transaction with The Toronto-Dominion Bank     Implied Purchase
    PriceValue of TD common shares
    exchanged (1)

$
1,806,535Cash consideration (including cash
    in lieu of fractional shares)


2,306,947Value of 49% of TD Banknorth
    shares exchanged (2)


2,686,802Fair value of TD Banknorth stock
    options


35,831Total implied purchase price


6,836,115Allocation of the Implied
    Purchase PricePredecessor stockholders
    equity as of March 1, 2005


3,415,121Predecessor goodwill and
    intangible assets


(1,565,293
)Adjustments to reflect assets
    acquired and liabilities assumed at fair value:Loans


109,630Loan relationship intangibles


95,826Core deposit intangibles


566,000Other identifiable intangibles


105,612Deferred income taxes on
    identifiable intangible assets


(272,056
)Other assets


12,172Fixed maturity deposits


(46,790
)Borrowings


(59,731
)Pension and post-employment
    benefit plans


(93,546
)All other


31,547Fair value of net assets acquired


2,298,492Estimated goodwill from the
    transaction at March 1, 2005


4,537,623Adjustments recorded subsequent to
    March 1, 2005


9,981Goodwill at December 31, 2005

$
4,547,604     (1)
    
    Based on 188,428,501 Banknorth Group, Inc. shares times exchange
    ratio of 0.2351 times $40.78, the closing price of the TD common
    shares on March 1, 2005.(2)
    
    Based on 188,428,501 Banknorth Group, Inc. shares times 49%
    times $29.10, the opening price of the TD Banknorth common stock
    on March 2, 2005   77




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Acquisitions     Transaction-Related
    ItemsBalance at








TotalAcquisition


Acquisition Date


Cash


Shares


Purchase(Dollars and shares in
    millions)

Date


Assets


Equity


Paid


Issued


PriceBostonFed Bancorp, Inc.


1/21/2005


$
1,467.8


$
102.7


$
0.3



6.2


$
200.2CCBT Financial Companies,
    Inc.


4/30/2004



1,292.9



108.5







9.2



298.1Foxborough Savings Bank


4/30/2004



241.8



22.8



88.9







88.9First & Ocean Bancorp


12/31/2003



274.4



15.6



49.7







49.7American Financial Holdings,
    Inc.


2/14/2003



2,690.3



408.2



328.5



13.4



711.4         5.
    Securities
    Available for Sale and Held to Maturity        78




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.  Securities
    Available for Sale and Held to
    Maturity  (Continued)
     Gross


GrossAmortized


Unrealized


Unrealized


MarketCost


Gains


Losses


ValueAvailable for SaleDecember 31, 2005
    (Successor):U.S. Government obligations
    and obligations of U.S. Government agencies and corporations

$
2,171


$



$
(20
)

$
2,151Tax-exempt bonds and notes


197,650



79



(782
)


196,947Other bonds and notes


229,084



730



(969
)


228,845Mortgage-backed securities


3,752,710



347



(18,721
)


3,734,336Collateralized mortgage obligations


240,945



25



(951
)


240,019Total debt securities


4,422,560



1,181



(21,443
)


4,402,298Other equity securities


17,552



38



(11
)


17,579Total securities available for sale

$
4,440,112


$
1,219


$
(21,454
)

$
4,419,877December 31, 2004
    (Predecessor):U.S. Government obligations
    and obligations of U.S. Government agencies and corporations

$
528,973


$
181


$
(12,722
)

$
516,432Tax-exempt bonds and notes


166,901



3,045



(148
)


169,798Other bonds and notes


285,742



10,674



(644
)


295,772Mortgage-backed securities


5,130,478



33,081



(31,641
)


5,131,918Collateralized mortgage obligations


599,304



1,748



(3,129
)


597,923Total debt securities


6,711,398



48,729



(48,284
)


6,711,843Other equity securities


16,456



247



(23
)


16,680Total securities available for sale

$
6,727,854


$
48,976


$
(48,307
)

$
6,728,523Held to Maturity:December 31, 2005
    (Successor):Collateralized mortgage obligations

$
64,126


$
361


$



$
64,487Total securities held to maturity

$
64,126


$
361


$



$
64,487December 31, 2004
    (Predecessor):Collateralized mortgage obligations

$
87,013


$
494


$



$
87,507Total securities held to maturity

$
87,013


$
494


$



$
87,507      79




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.  Securities
    Available for Sale and Held to
    Maturity  (Continued)
      Less than 1 year


More than 1 year


TotalNumber of


Fair


Unrealized


Number of


Fair


Unrealized


Number of


Fair


UnrealizedAvailable for Sale:

Investments


Value


Losses


Investments


Value


Losses


Investments


Value


LossesU.S. Government obligations
    and obligations of U.S. Government agencies and corporations


3


$
2,151


$
20






$



$




3


$
2,151


$
20Tax-exempt bonds and notes


196



165,699



782















196



165,699



782Other bonds and notes


81



133,713



969















81



133,713



969Mortgage-backed securities


784



1,145,267



18,721















784



1,145,267



18,721Collateralized mortgage obligations


16



64,132



951















16



64,132



951Equity securities


4



227



11















4



227



111,084


$
1,511,189


$
21,454






$



$




1,084


$
1,511,189


$
21,454   and/or
  other-than-temporary. other-than-temporary
      80




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.  Securities
    Available for Sale and Held to
    Maturity  (Continued)
  Available for Sale


Held to MaturityAmortized Cost


Market Value


Amortized Cost


Market ValueDecember 31,
    2005:Due in one year or less

$
152,413


$
152,108


$



$
Due after one year through five
    years


30,758



30,466







Due after five years through ten
    years


10,521



10,441







Due after ten years


235,213



234,928Subtotal


428,905



427,943







Mortgage-backed securities


3,752,710



3,734,336







Collateralized mortgage obligations


240,945



240,019



64,126



64,487$
4,422,560


$
4,402,298


$
64,126


$
64,487     RealizedGains


Losses


NetMarch 1, 2005 to
    December 31, 2005 (Successor)

$
2,660


$
(49,182
)

$
(46,522
)January 1, 2005 to
    February 28, 2005 (Predecessor)


77



(46,625
)


(46,548
)Year ended December 31, 2004
    (Predecessor)


10,230



(17,931
)


(7,701
)Year ended December 31, 2003
    (Predecessor)


44,744



(2,284
)


42,460   6.
    Loans and
    Leases    81




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.  Loans
    and Leases  (Continued)
     Successor


PredecessorDecember 31, 2005


December 31, 2004Residential real estate loans:Permanent first mortgage loans

$
2,830,978


$
3,024,579Construction and development


47,345



56,6382,878,323



3,081,217Commercial real estate loans:Permanent first mortgage loans


5,779,662



5,297,812Construction and development


997,175



951,7016,776,837



6,249,513Commercial business loans and
    leases:Commercial business loans


4,180,449



3,838,366Commercial business leases


97,599



90,2284,278,048



3,928,594Consumer loans


6,186,519



5,333,670Total loans and leases

$
20,119,727


$
18,592,994        82




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.  Loans
    and Leases  (Continued)
   Nonperforming
    loans
    December 31,2005


2004Nonaccrual loans:Residential real estate mortgages

$
7,970


$
7,846Commercial real estate loans


25,219



29,948Commercial business loans and
    leases


20,211



32,421Consumer loans and leases


7,165



7,344Total nonperforming loans

$
60,565


$
77,559Accruing loans which are
    90 days or more overdue

$
6,887


$
5,254   Impaired
    loans
      Successor


Predecessor


PredecessorDecember 31, 2005


December 31, 2004


December 31, 2003Recorded


Valuation


Recorded


Valuation


Recorded


ValuationInvestment


Allowance


Investment


Allowance


Investment


AllowanceImpaired loansValuation allowance required

$
28,147


$
5,939


$
51,620


$
13,805


$
28,781


$
4,662No valuation allowance required


17,174







10,749







15,331



Total impaired loans

$
45,321


$
5,939


$
62,369


$
13,805


$
44,112


$
4,662   83




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.  Loans
    and Leases  (Continued)
  Successor

Predecessor

Predecessor

PredecessorMarch 1, 2005 to

January 1, 2005 to

Year Ended

Year EndedDecember 31, 2005

February 28, 2005

December 31, 2004

December 31, 2003Average balance of impaired loans
    during the year


$59,041



$69,354



$53,580



$48,917Interest income recognized on a
    cash basis on impaired loans during the year


$1,378



$520



$2,501



$1,675     SOP 03-3
    Contractually required principal
    payments receivable at March 1, 2005

$
84,078Cash flows expected to be
    collected at March 1, 2005


42,925Basis in acquired loans at
    March 1, 2005


42,925Carrying value of loans at
    December 31, 2005


13,646   7.
    Allowance
    for Loan and Lease Losses        84




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.  Allowance
    for Loan and Lease Losses  (Continued)
       
    Historical loss experience;
    Trends in delinquency and nonperforming loans;
    Changes in product offerings or loan terms;
    Changes in underwriting and /or collections policies;
    Changes in management of underwriting and collection departments;
    Regional and national economic conditions and trends.   85




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.  Allowance
    for Loan and Lease Losses  (Continued)
     Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


December 31, 2004


December 31, 2003Allowance for loan and lease
    losses at beginning of period

$
249,619


$
243,152


$
232,287


$
208,273Allowance related to business
    combinations






14,494



13,665



19,008Provisions charged to income


16,097



1,069



40,340



42,301Transfer for off-balance sheet
    loan commitments(1)










(6,600
)


Specific reserves applied to
    reduce impaired loan carrying values(2)


(20,435
)










Charge-offs


(35,092
)


(11,961
)


(50,687
)


(49,609
)Recoveries


12,841



2,865



14,147



12,314Allowance for loan and lease
    losses at end of period(1)

$
223,030


$
249,619


$
243,152


$
232,287Total allowance for credit losses:Allowance for loan and lease losses

$
223,030


$
249,619


$
243,152


$
232,287Liability for unfunded credit
    commitments(1)


7,907



6,706



6,600



Total allowance for credit losses

$
230,937


$
256,325


$
249,752


$
232,287     (1)
    
    During 2004, a portion of the allowance for credit losses
    related to unfunded credit commitments was reclassified from the
    allowance for loan and lease losses to a separate liability
    account.(2)
    
    In connection with the TD transaction, $20.4 million of the
    allowance for loan and lease losses related to impaired
    commercial loans was transferred in accordance with the
    implementation of American Institute of Certified Public
    Accountants Statement of Position 03-3, Accounting for
    Certain Loans or Debt Securities Acquired in a Transfer to
    reduce the carrying value of impaired commercial loans.  8.
    Premises
    and Equipment    86




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.  Premises
    and Equipment  (Continued)
     Successor


PredecessorDecember 31, 2005


December 31, 2004Land

$
37,788


$
34,143Buildings and leasehold
    improvements


320,450



299,712Capital leases on buildings


24,275



24,275Furniture, fixtures and equipment,
    including internally developed software


338,623



316,833721,136



674,963Accumulated depreciation and
    amortization


(383,791
)


(371,030
)Accumulated amortization on
    capital leases


(5,433
)


(3,813
)Net book value

$
331,912


$
300,120       Successor


PredecessorDecember 31, 2005


December 31, 2004Internally developed software in
    use  cost

$
48,407


$
41,129Internally developed software in
    use  amortization


(25,296
)


(25,386
)Internally developed software in
    development


8,471



11,933$
31,582


$
27,676   9.
    Goodwill
    and Other Intangible Assets    87




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.  Goodwill
    and Other Intangible
    Assets  (Continued)
     Core deposit intangibles

14 yearsNoncompete agreements

1  4 yearsCustomer lists

estimated life of the listCustomer relationship intangibles

14  18 years     Other


TotalCore Deposit


Identifiable


IdentifiableGoodwill


Intangibles


Intangibles


IntangiblesBalance, December 31, 2003
    (Predecessor)

$
1,126,639


$
28,165


$
8,250


$
36,415Recorded during the year


245,930



21,566



1,042



22,608Amortization expense






(5,988
)


(2,639
)


(8,627
)Adjustment of purchase accounting
    estimates


(6,789
)


(20
)






(20
)Balance, December 31, 2004
    (Predecessor)


1,365,780



43,723



6,653



50,376Recorded during the period


140,006



13,172







13,172Amortization expense






(1,237
)


(324
)


(1,561
)Adjustment of purchase accounting
    estimates


(2,479
)










Balance, February 28, 2005
    (Predecessor)


1,503,307



55,658



6,329



61,987Reversal of prior intangibles in
    connection with The Toronto-Dominion Bank transaction


(1,503,307
)


(55,658
)


(6,329
)


(61,987
)Recorded in connection with The
    Toronto-Dominion Bank transaction


4,537,623



566,000



201,438



767,438Balance, March 1, 2005
    (Successor)


4,537,623



566,000



201,438



767,438Recorded during the period


5,750







2,857



2,857Amortization expense






(89,160
)


(14,365
)


(103,525
)Adjustments of purchase accounting
    estimates


4,231







1,595



1,595Balance, December 31, 2005
    (Successor)

$
4,547,604


$
476,840


$
191,525


$
668,365Estimated Annual Amortization
    Expense:2006





$
96,167


$
16,333


$
112,5002007






74,834



15,551



90,3852008






61,833



14,453



76,2862009






51,667



13,773



65,4402010






42,500



12,970



55,470Thereafter






149,839



116,088



265,927  88




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.  Goodwill
    and Other Intangible
    Assets  (Continued)
       December 31, 2005Gross Carrying


Accumulated


Net CarryingAmount


Amortization


AmountIdentifiable intangible assets:Core deposit intangibles

$
566,000


$
89,160


$
476,840Loan relationship intangibles


95,826



4,557



91,269Other identifiable intangibles


110,064



9,808



100,256Total

$
771,890


$
103,525


$
668,365   10.
    Income
    Taxes         Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


December 31, 2004


December 31, 2003CurrentFederal

$
118,656


$
4,015


$
131,542


$
138,722State


12,693



1,187



15,057



8,865DeferredFederal


5,297



1,060



16,393



25,138State


(400
)


(80
)


105



935$
136,246


$
6,182


$
163,097


$
173,660  89




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.  Income
    Taxes  (Continued)
     Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


December 31,2004


December 31, 2003Computed federal tax expense

$
139,921


$
5,821


$
163,709


$
183,547State income tax, net of federal
    benefits


7,991



720



9,855



6,370Benefit of tax-exempt income


(4,752
)


(836
)


(5,046
)


(3,412
)Low income/rehabilitation credits


(5,267
)


(800
)


(4,270
)


(2,700
)Increase in cash surrender value of
    life insurance


(7,013
)


(1,459
)


(8,149
)


(8,026
)Nondeductible compensation


740







6,931



Nondeductible merger costs


550



2,695



1,201



8Other, net


4,076



41



(1,134
)


(2,127
)Recorded income tax expense

$
136,246


$
6,182


$
163,097


$
173,660     Successor


PredecessorDecember 31, 2005


December 31, 2004Deferred tax assetsAllowance for loan and lease losses

$
90,763


$
86,505Compensation and employee benefits


18,867



20,268Securities


17,692



Loans distributed from subsidiary


2,584



6,616Book reserves not yet realized for
    tax purposes


1,255



405Intangible assets


3,377



5,696Unrealized loss on securities and
    hedging


16,387



Other


4,511



2,023Total gross deferred tax assets


155,436



121,513Deferred tax liabilitiesPension plan


42,830



35,194Leases


7,790



7,488Premises and equipment


25,850



24,930Partnership investments


12,961



12,090Loan basis difference


8,989



11,439Purchase accounting


244,756



21,870Deferred Income


10,046



Unrealized appreciation on
    securities and hedging






105Other


2,534



760Total gross deferred tax
    liabilities


355,756



113,876Net deferred tax (liability) asset

$
(200,320
)

$
7,637  90




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.  Income
    Taxes  (Continued)
     State
    Tax Assessment.
   91




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Merger
    and Consolidation Costs       Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


December 31, 2004


December 31, 2003Hudson United Bancorp Merger
    ChargesPersonnel costs

$
21


$



$



$
Systems conversion and
    integration/customer communications


3,763











Other costs


1,041











4,825











The Toronto-Dominion Bank Merger
    ChargesPersonnel costs


3,545



2,285



34,986



Transaction costs


3



18,148







Name change


3,582



2,061







Other costs


95



2,941



3,890



7,225



25,435



38,876



BostonFed Bancorp, Inc. Merger
    ChargesPersonnel costs


791



673



26



Systems conversion and
    integration/customer communications


644



987



1,297



Other costs


927



211



114



2,362



1,871



1,437



Foxborough Savings Bank Merger
    ChargesPersonnel costs


1



1



611



Systems conversion and
    integration/customer communications










1,274



1Other costs


8



10



348



9



11



2,233



1CCBT Financial Companies, Inc.
    Merger ChargesPersonnel costs


5



(219
)


1,795



Systems conversion and
    integration/customer communications






12



2,720



Other costs


528



36



1,324



533



(171
)


5,839



Other CostsAmerican Financial Holdings, Inc.
    Merger Charges


415



117



400



5,358First & Ocean Bancorp
    Merger Charges


19



1



1,342



458Warren Bancorp, Inc. Merger Charges










29



2,424Reverse auto lease reserves
    (Banknorth-Vermont)










(570
)


(615
)Bancorp Connecticut merger charges










49



363Ipswich Bankshares merger charges














143Andover Bancorp, Inc. / MetroWest
    Bank merger charges














12Branch Closings














(40
)Other costs


27











461



118



1,250



8,103Total merger and consolidation
    costs

$
15,415


$
27,264


$
49,635


$
8,104  92




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.  Merger
    and Consolidation Costs  (Continued)
       Number ofReleasedAcquisition

EmployeesBostonFed Bancorp, Inc


250CCBT Financial Companies,
    Inc.


155Foxborough Savings Bank


25First & Ocean Bancorp


60American Financial Holdings,
    Inc.


330Warren Bancorp, Inc.


85Bancorp Connecticut, Inc.


90Ipswich Bancshares, Inc.


60      93




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.  Merger
    and Consolidation Costs  (Continued)
     Purchase








Non-cashPredecessor


Accounting


Merger and





Write Downs


PredecessorBalance


Adjustments


Consolidation


Cash


and Other


Balance12/31/03


at Acquisition


Costs


Payments


Adjustments


12/31/04The Toronto-Dominion Bank Merger

$



$
623


$
38,879


$
(39,070
)

$



$
432BostonFed Bancorp, Inc. Merger










1,436



(1,436
)






Foxborough Savings Bank Merger






1,196



2,232



(2,880
)


(87
)


461CCBT Financial Companies, Inc.
    Merger






10,407



5,837



(13,908
)


(370
)


1,966First & Ocean Bancorp
    Merger


250



1,715



1,342



(3,101
)






206American Financial Holdings, Inc.
    Merger


266







400



(400
)


(266
)


Warren Bancorp, Inc. Merger


27







29



(29
)


(27
)


Bancorp Connecticut, Inc. Merger


466







50



(516
)






Andover / MetroWest Merger


84











(6
)






78Other merger and consolidation
    costs


4







(570
)


(2
)


568



Total

$
1,097


$
13,941


$
49,635


$
(61,348
)

$
(182
)

$
3,143   Purchase








Non-cashPredecessor


Accounting


Merger and





Write Downs


PredecessorBalance


Adjustments


Consolidation


Cash


and Other


Balance12/31/04


at Acquisition


Costs


Payments


Adjustments


2/28/05The Toronto-Dominion Bank Merger

$
432


$



$
25,435


$
(2,976
)

$



$
22,891BostonFed Bancorp, Inc. Merger






25,764



1,871



(18,855
)


27



8,807Foxborough Savings Bank Merger


461







11



(14
)






458CCBT Financial Companies, Inc.
    Merger


1,966







(171
)


(124
)






1,671First & Ocean Bancorp
    Merger


206







1



(3
)






204American Financial Holdings, Inc.
    Merger










117



(117
)






Andover / MetroWest Mergers


78















(78
)


Total

$
3,143


$
25,764


$
27,264


$
(22,089
)

$
(51
)

$
34,031   94




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Purchase








Non-cashSuccessor


Accounting


Merger and





Write Downs


SuccessorBalance


Adjustments


Consolidation


Cash


and Other


Balance3/1/05


at Acquisition


Costs


Payments


Adjustments


12/31/05Hudson United Bancorp

$



$



$
4,825


$
(4,825
)

$



$
The Toronto-Dominion Bank Merger


22,891







7,225



(27,368
)


(2,289
)


459BostonFed Bancorp, Inc. Merger


8,807







2,362



(7,005
)


(2,229
)


1,935Foxborough Savings Bank Merger


458







9



(10
)


(457
)


CCBT Financial Companies, Inc.
    Merger


1,671







533



(798
)


(1,406
)


First & Ocean Bancorp
    Merger


204







19



(19
)


(204
)


American Financial Holdings, Inc.
    Merger










415



(415
)






Other merger and consolidation
    costs










27



(55
)


28



Total

$
34,031


$



$
15,415


$
(40,495
)

$
(6,557
)

$
2,394   12.
    Deposits       December 31, 2005In thousands2006

$
3,960,8222007


785,3662008


122,9062009


225,1262010


61,187thereafter


40,663$
5,196,070  95




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Short-term
    Borrowings     Successor


Predecessor


PredecessorDecember 31, 2005


December 31, 2004


December 31, 2003Amount


Rate


Amount


Rate


Amount


RateAt year-endSecurities sold under agreements
    to repurchase  retail

$
1,668,139



3.43
%

$
1,165,905



1.29
%

$
1,086,900



0.59
%Securities sold under agreements
    to repurchase  wholesale


















814,650



0.52
%Federal funds purchased


1,563,000



4.20
%


618,000



2.22
%


358,000



0.94
%Treasury, tax and loan notes


54,401



3.95
%


375,347



2.16
%


77,397



0.69
%Federal Home Loan Bank
    advances


400,000



4.19
%


1,570,000



2.25
%






Total Short-term borrowings

$
3,685,540






$
3,729,252






$
2,336,947Average for the yearSecurities sold under agreements
    to repurchase  retail

$
1,304,176



2.62
%

$
1,052,606



0.99
%

$
1,059,077



0.90
%Securities sold under agreements
    to repurchase  wholesale


28,308



2.51
%


948,711



1.07
%


295,618



0.60
%Federal funds purchased


1,115,318



3.33
%


609,218



1.44
%


264,062



1.20
%Treasury, tax and loan notes


141,655



2.81
%


143,529



1.74
%


10,207



1.07
%Federal Home Loan Bank
    advances


1,127,593



2.99
%


225,985



1.92
%






Maximum month-end
    balanceSecurities sold under agreements
    to repurchase  retail

$
1,668,139






$
1,235,798






$
1,167,325Securities sold under agreements
    to repurchase  wholesale










1,764,729







814,650Federal funds purchased


1,563,000







947,000







655,000Treasury, tax and loan notes


790,401







1,196,423







89,287Federal Home Loan Bank
    advances


1,975,450







1,570,000







      96




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Long-term
    Debt     Successor


PredecessorDecember 31, 2005


December 31, 2004Federal Home Loan Bank
    advances

$
151,609


$
428,825Securities sold under agreements
    to repurchase  wholesale






1,100,000Securities sold under agreements
    to repurchase  retail


107,952



68,571Junior subordinated debentures
    issued to affiliated trusts


366,237



311,629Subordinated long-term debt, due
    2011


225,188



200,000Subordinated long-term debt, due
    2022


232,158



Senior notes 3.75%, due 2008


148,914



149,810Hedge-related basis adjustments on
    long-term debt






(4,420
)Other long-term debt


6,372



7,038Total

$
1,238,430


$
2,261,453     Successor


PredecessorDecember 31, 2005


December 31, 2004Maturity

Principal





Maturity

PrincipalDates

Amounts


Interest Rates


Dates

Amounts


Interest Rates2006

$
147,262



3.08 − 6.39
%

2005

$
696,795



1.20 − 7.45
%2007


17,355



3.25 − 8.04
%

2006


774,859



2.77 − 6.39
%2008


165,175



3.75 − 6.42
%

2007


8,416



3.25 − 8.04
%2009


8,451



6.97 − 6.97
%

2008


157,670



3.75 − 6.42
%2010


47,610



4.70 − 5.41
%

2009


2,579



5.13 − 6.97
%2011 − 2032


852,577



3.23 − 11.30
%

2010 − 2032


621,134



1.00 − 10.52
%$
1,238,430








$
2,261,453      97




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.  Long-term
    Debt  (Continued)
     JuniorIssuance


Capital


Common


Subordinated


Stated


MaturityName

Date


Securities


Securities


Debentures (1)


Rate


DatePeoples Heritage Capital
    Trust I


1/31/1997


$
63,775


$
3,093


$
66,868



9.06
%


2/1/2027Banknorth Capital Trust I


5/1/1997



28,000



928



28,928



10.52
%


5/1/2027Ipswich Statutory Trust I


2/22/2001



3,500



109



3,609



10.20
%


2/22/2031CCBT Statutory Trust I


7/31/2001



5,000



155



5,155



7.82
%


7/31/2031Banknorth Capital Trust II


2/22/2002



200,000



6,186



206,186



8.00
%


4/1/2032BFD Preferred Capital Trust I


7/12/2000



10,000



309



10,309



11.30
%


7/19/2030BFD Preferred Capital Trust II


9/19/2000



22,000



681



22,681



10.88
%


10/1/2030$
332,275


$
11,461



343,736Unamortized fair value adjustment














22,501$
366,237     (1)
    
    Amounts include junior subordinated debentures acquired by
    affiliated trusts from us with the capital contributed by us in
    exchange for the common securities of such trusts. Junior
    subordinated debentures are equal to capital securities plus
    common securities.        15.
    Regulatory
    Matters      98




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.  Regulatory
    Matters  (Continued)
      Actual


Capital Requirements


ExcessAmount


Ratio


Amount


Ratio


Amount


RatioDecember 31,
    2005TD Banknorth
    Inc.  SuccessorTotal capital (to risk-weighted
    assets)

$
2,606,274



11.73
%

$
1,777,440



8.00
%

$
828,834



3.73
%Tier 1 capital (to
    risk-weighted assets)


1,917,905



8.63
%


888,720



4.00
%


1,029,185



4.63
%Tier 1 leverage capital ratio
    (to average assets)


1,917,905



7.07
%


1,084,901



4.00
%


833,004



3.07
%TD Banknorth, NATotal capital (to risk-weighted
    assets)


2,563,539



11.56
%


1,773,987



8.00
%


789,552



3.56
%Tier 1 capital (to
    risk-weighted assets)


1,878,364



8.47
%


886,994



4.00
%


991,370



4.47
%Tier 1 leverage capital ratio
    (to average assets)


1,878,364



6.94
%


1,082,490



4.00
%


795,874



2.94
%December 31,
    2004Banknorth Group,
    Inc.  PredecessorTotal capital (to risk-weighted
    assets)

$
2,510,570



12.13
%

$
1,655,428



8.00
%

$
855,142



4.13
%Tier 1 capital (to
    risk-weighted assets)


2,060,335



9.96
%


827,714



4.00
%


1,232,621



5.96
%Tier 1 leverage capital ratio
    (to average assets)


2,060,335



7.58
%


1,087,190



4.00
%


973,145



3.58
%Banknorth, NATotal capital (to risk-weighted
    assets)


2,387,678



11.57
%


1,650,894



8.00
%


736,784



3.57
%Tier 1 capital (to
    risk-weighted assets)


1,941,151



9.41
%


825,447



4.00
%


1,115,704



5.41
%Tier 1 leverage capital ratio
    (to average assets)


1,941,151



7.16
%


1,084,507



4.00
%


856,644



3.16
%   16.
    Shareholders
    Equity    99




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.  Shareholders
    Equity  (Continued)
        Dividend
    Limitations.
   100




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Accumulated
    Other Comprehensive Income, Net     Pre-taxAmount


Tax Effect


Net of TaxFor the Period March 1,
    2005 to December 31, 2005 (Successor)Change in unrealized (loss) on
    securities available for sale

$
(66,622
)

$
23,293


$
(43,329
)Change in unrealized (loss) on
    cash flow hedges


(27,461
)


9,611



(17,850
)Reclassification adjustment for
    net losses realized in net income


41,751



(14,613
)


27,138Net change in unrealized (losses)

$
(52,332
)

$
18,291


$
(34,041
)For the Period January 1,
    2005 to February 28, 2005 (Predecessor)Change in unrealized (loss) on
    securities available for sale

$
(42,769
)

$
14,975


$
(27,794
)Change in unrealized (loss) on
    cash flow hedges


(7,851
)


(48
)


(7,899
)Reclassification adjustment for
    net losses realized in net income


46,834



(16,392
)


30,442Net change in unrealized (losses)

$
(3,786
)

$
(1,465
)

$
(5,251
)For the Year Ended
    December 31, 2004 (Predecessor)Change in unrealized (loss) on
    securities available for sale

$
(18,826
)

$
6,589


$
(12,237
)Change in unrealized (loss) on
    cash flow hedges


(1,929
)


675



(1,254
)Change in minimum pension liability


(1,660
)


581



(1,079
)Reclassification adjustment for
    net losses realized in net income


9,855



(3,449
)


6,406Net change in unrealized (losses)

$
(12,560
)

$
4,396


$
(8,164
)For the Year Ended
    December 31, 2003 (Predecessor)Change in unrealized (loss) on
    securities available for sale

$
(126,873
)

$
44,405


$
(82,468
)Change in unrealized (loss) on
    cash flow hedges


(6,226
)


2,179



(4,047
)Change in minimum pension liability


(687
)


241



(446
)Reclassification adjustment for
    net (gains) realized in net income


(33,812
)


11,834



(21,978
)Net change in unrealized (losses)

$
(167,598
)

$
58,659


$
(108,939
)   18.
    Earnings
    Per Share    101




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.  Earnings
    Per Share  (Continued)
     Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28,2005


December 31, 2004


December 31, 2003(In actual shares)Antidilutive effect of options
    outstanding


1,900,356











771,226   19.
    Balance
    Sheet Deleveraging             20.
    Derivative
    Instruments    102




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20.  Derivative
    Instruments  (Continued)
             broker/dealer.
  1-month 3-month
   103




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20.  Derivative
    Instruments  (Continued)
  and/or
  21.
    Commitments,
    Contingent Liabilities and Other Off-Balance Sheet
    Risks      104




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  21.  Commitments,
    Contingent Liabilities and Other Off-Balance Sheet
    Risks  (Continued)
     Contract or Notional
    AmountSuccessor


PredecessorDecember 31, 2005


December 31, 2004Financial instruments with
    notional or contract amounts which represent credit risk:Commitments to originate loans,
    unused lines, standby letters of credit and unadvanced portions
    of construction loans

$
8,525,071


$
7,269,302Commitments to invest in real
    estate limited partnerships


15,498



22,729Commitments to invest in small
    business investments limited partnerships


28,865



17,137Loans serviced with recourse


202,367



223,333Financial instruments with
    notional or contract amounts which exceed the amount of credit
    risk:Cross currency swap agreements


228,620



Commercial loan swap program:Interest rate swaps with
    commercial borrowers


1,248,776



690,856Interest rate swaps with dealers


1,248,776



690,856Interest rate caps with commercial
    borrowers


21,980



Interest rate caps with dealers


21,980



Interest rate swaps on borrowings






566,500Total return swap


26,425



Forward commitments to sell loans


42,531



83,016Foreign currency rate contracts:Forward contracts with customers


18,734



33,575Forward contracts with dealers


18,734



33,747Foreign exchange options to
    purchase


20,823



35,713Foreign exchange options to sell


20,823



35,713Rate-locked loan commitments


33,168



35,961   case-by-case
   105




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  21.  Commitments,
    Contingent Liabilities and Other Off-Balance Sheet
    Risks  (Continued)
       12-year
    1-month 3-month
      and/or
 106




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  21.  Commitments,
    Contingent Liabilities and Other Off-Balance Sheet
    Risks  (Continued)
   Legal
    Proceedings
    Operating
    Lease Obligations
      2006

$
27,4592007


23,8882008


20,4742009


18,2372010


12,0202011 and after


37,764$
139,842
   22.
    Other
    Noninterest Income     Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


December 31, 2004


December 31, 2003Loan fee income

$
26,907


$
4,549


$
26,453


$
24,831Covered call premiums


7,105



1,412



18,024



27,756Mortgage banking services income


8,795



923



6,562



10,212Venture capital income
    (write-downs)


191



(297
)


(2,880
)


(592
)Income on restricted stock


9,574



1,487



6,157



7,979Miscellaneous income


14,437



1,030



6,657



7,099Total

$
67,009


$
9,104


$
60,973


$
77,285  107




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  22.  Other
    Noninterest Income  (Continued)
     Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


December 31, 2004


December 31, 2003Residential mortgage sales/fee
    incomeGains on sales and fee income

$
7,310


$
460


$
5,358


$
9,577Net effect of derivatives


(118
)


159



10



1077,192



619



5,368



9,684Residential mortgage servicing
    income


1,603



304



1,194



528Total

$
8,795


$
923


$
6,562


$
10,212   23.
    Stock-Based
    Compensation and Incentive Plans   Stock
    Options
   108




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.  Stock-Based
    Compensation and Incentive
    Plans  (Continued)
    Successor


Predecessor3/1/05 -


1/1/05 -


Predecessor


Predecessor12/31/05


2/28/05


2004


2003Net income, as reported

$
263,530


$
10,448


$
304,643


$
350,759Less stock-based employee
    compensation expense determined under fair value based method,
    net of related tax effects:Effect of accelerated vesting of
    stock options in connection with the TD transaction






(9,293
)






All other


(3,099
)


(2,159
)


(16,089
)


(12,723
)Proforma net income

$
260,431


$
(1,004
)

$
288,554


$
338,036Earnings per shareBasic  As reported

$
1.51


$
0.06


$
1.78


$
2.18Proforma

$
1.49


$
(0.01
)

$
1.69


$
2.10Diluted  As
    reported

$
1.51


$
0.06


$
1.75


$
2.15Proforma

$
1.49


$
(0.01
)

$
1.67


$
2.08        109




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.  Stock-Based
    Compensation and Incentive
    Plans  (Continued)
     Successor


Predecessor


PredecessorMarch 1, to


Year Ended


Year EndedDecember 31, 2005


2004


2003Weighted average fair value

$
5.30


$
8.47


$
7.15Expected dividend yield


2.56
%


2.39
%


2.65
%Risk-free interest rate


4.32
%


3.52
%


3.31
%Expected life


7.5 years



5.00 years



5.00 yearsVolatility


14.11
%


32.22
%


32.22
%   7.5-year
      PredecessorSuccessor

January 1, 2005 toMarch 1, 2005 to

February 28,

Predecessor

PredecessorDecember 31, 2005

2005

2004

2003Weighted



Weighted



Weighted



WeightedNumber of

Average

Number of

Average

Number of

Average

Number of

Average(In actual shares)

Shares

Exercise Price

Shares

Exercise Price

Shares

Exercise Price

Shares

Exercise PriceOutstanding at beginning of year


6,319,688


$
24.37



9,080,456


$
22.87



16,379,053


$
21.23



12,488,419


$
19.23Granted


4,454,074



30.05











119,075



31.63



4,185,340



27.84Granted in purchase acquisitions


















329,403



21.24



2,402,938



13.92Exercised


(415,596
)


24.61



(2,730,249
)


19.34



(7,483,628
)


19.26



(2,441,520
)


15.11Cancelled and Forfeited


(129,438
)


30.67



(30,519
)


26.97



(263,447
)


25.84



(256,124
)


23.45Outstanding at end of year


10,228,728


$
26.75



6,319,688


$
24.37



9,080,456


$
22.87



16,379,053


$
21.23Options exercisable at year end


5,523,191


$
24.38



2,541,378


$
21.38



5,237,604


$
20.29



8,947,350


$
17.64  110




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.  Stock-Based
    Compensation and Incentive
    Plans  (Continued)
     Options Outstanding


Options ExercisableNumber


Weighted Average





NumberRange of

Outstanding


Remaining


Weighted Average


Outstanding


Weighted AverageExercise Prices

at
    12/31/2005


Contractual Life


Exercise Price


at
    12/31/2005


Exercise Priceup to $12.99


26,111



1.3 years


$
10.63



26,111


$
10.63$13.00    $16.24


235,351



3.9



14.18



235,351



14.18$16.25    $19.49


516,631



3.7



17.25



516,631



17.25$19.50    $22.74


711,052



5.1



20.92



561,052



21.08$22.75    $25.98


1,682,026



6.6



23.41



1,634,737



23.38$25.99    $29.23


4,948,838



8.5



28.49



2,431,914



28.13$29.24    $32.48


2,108,719



9.0



31.24



117,395



31.2610,228,728



7.7



26.75



5,523,191



24.38   Restricted
    Stock and Restricted Stock Units
    2005ExpensePlan

Participants


Vesting


2005 Units/Shares
    Granted


Settlement


(In millions)2003 Equity Incentive Plan


Qualified employees



3 years



1,363,663



Restricted stock units



Cash



$4.82005 Performance Based Restricted
    Share Unit Plan


Certain executives



3 years



514,958



Restricted stock units(1
)(2)


Cash



$7.52003 Equity Incentive Plan


Certain executives



2.75 years



145,920



Restricted stock units(1
)


Cash



$0.32003 Equity Incentive Plan


Non-employee directors



Upon grant



28,000



Restricted stock



Stock



$0.92003 Equity Incentive Plan


Non-employee directors



Upon grant



4,690



Restricted stock



Stock



$0.1     (1)
    
    Represents targeted units granted. Actual units will be awarded
    based on actual performance.(2)
    
    Award is based on The Toronto-Dominion Bank shares of common
    stock.  Toronto-Dominion
       111




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.  Stock-Based
    Compensation and Incentive
    Plans  (Continued)
   Employee
    Stock Purchase Plan
      Employee Stock Purchase
    PlanShares


Shares


Average


ProformaPurchased


Available(1)


Price


Expense(2)March 1, 2005 to
    December 31, 2005 (Successor)


136,204



872,047


$
24.94


$
589January 1, 2005 to
    February 28, 2005 (Predecessor)


43,674



1,008,251


$
26.55


$
205Year ended December 31, 2004
    (Predecessor)


171,764



1,051,925


$
27.28


$
1,244Year ended December 31, 2003
    (Predecessor)


201,307



1,223,689


$
20.67


$
1,571     (1)
    
    The maximum number of shares which may be issued under the
    Employee Stock Purchase Plan, as amended, is 2,852,000.(2)
    
    Proforma expense included in the SFAS No. 123
    calculation.  Incentive
    Plans
  change-in-control change-in-control
    24.
    Retirement
    and Other Benefit Plans   Plan
    Descriptions.
   112




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  24.  Retirement
    and Other Benefit Plans  (Continued)
           Accounting
    for Pension Plans
     113




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  24.  Retirement
    and Other Benefit Plans  (Continued)
        Qualified Pension


Nonqualified Pension


Other Postretirement
    BenefitsSuccessor


Predecessor


Predecessor


Successor


Predecessor


Predecessor


Successor


Predecessor


PredecessorMarch 1, to


January 1, to


Year


March 1, to


January 1, to


Year


March 1, to


January 1, to


YearDecember 31,


February 28,


Ended


December 31,


February 28,


Ended


December 31,


February 28,


Ended2005


2005


2004


2005


2005


2004


2005


2005


2004Change in Benefit
    ObligationBenefit obligation at beginning of
    year

$
247,389


$
239,324


$
204,409


$
32,262


$
30,081


$
26,264


$
20,585


$
25,633


$
18,329Service cost


12,021



2,369



12,326



742



106



576



133



37



195Interest cost


11,503



2,253



12,639



1,830



305



1,736



939



214



1,463Assumption changes


10,633



4,973



17,825



817



(93
)


(70
)


412



(1,156
)


2,307Plan amendment






















957











Actuarial loss






190



1,867







457



3,369







(3,886
)


(800
)Acquisitions










91











(1,343
)










5,570Benefits paid


(9,011
)


(1,513
)


(9,212
)


(1,471
)


(225
)


(1,408
)


(1,304
)


(257
)


(1,431
)Expenses paid


(475
)


(207
)


(621
)






















Liability related to the TD
    transaction














6,968



















Liability for separate agreements


















1,631















Benefit obligation at end of year

$
272,060


$
247,389


$
239,324


$
41,148


$
32,262


$
30,081


$
20,765


$
20,585


$
25,633Change in plan assetsFair value of plan assets at
    beginning of year

$
263,786


$
263,931


$
237,536


$



$



$



$



$



$
Actual return (loss) on plan assets


17,140



1,575



19,128























Employer contribution


27,600







17,100



1,471



225



1,408



1,304



257



1,431Benefits paid


(9,011
)


(1,513
)


(9,212
)


(1,471
)


(225
)


(1,408
)


(1,304
)


(257
)


(1,431
)Expenses paid


(475
)


(207
)


(621
)






















Acquisitions


































Fair value of plan assets at end of
    year

$
299,040


$
263,786


$
263,931


$



$



$



$



$



$
Funded/unfunded status

$
26,980


$
16,398


$
24,607


$
(41,148
)

$
(32,262
)

$
(30,081
)

$
(20,765
)

$
(20,586
)

$
(25,633
)Unrecognized net actuarial (gain)
    loss


18,379



78,229



71,778



1,057



8,055



7,774



(4,543
)


2,706



7,783Unrecognized prior service cost






42



43



5,974



2,287



2,327







913



937Unrecognized net transition
    obligation






(460
)


(498
)






108



110







3,227



3,292Recognition due to TD transaction






(71,322
)










(10,211
)










(12,011
)


Net amount recognized

$
45,359


$
22,887


$
95,930


$
(34,117
)

$
(32,023
)

$
(19,870
)

$
(25,308
)

$
(25,751
)

$
(13,621
)Amounts recognized in the
    statement of financial position consist of:Prepaid (accrued) benefit cost

$
45,359


$
22,887


$
95,930


$



$



$



$
(25,308
)

$
(25,751
)

$
(13,621
)Accrued benefit liability














(36,474
)


(34,965
)


(25,925
)










Intangible asset














2,357



2,942



2,437











Accumulated other comprehensive
    income






















3,618











Net amount recognized

$
45,359


$
22,887


$
95,930


$
(34,117
)

$
(32,023
)

$
(19,870
)

$
(25,308
)

$
(25,751
)

$
(13,621
)Accumulated benefit
    obligation

$
257,953


$
235,317


$
223,488


$
36,474


$
34,965


$
25,925   114




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  24.  Retirement
    and Other Benefit Plans  (Continued)
  Successor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2005


February 28, 2005


2004Weighted-average assumptions
    used to determine benefit obligations at period end:Discount rate


5.50
%


5.75
%


5.75
%Rate of compensation increase


4.50
%


4.50
%


4.50
%Medical inflation rate


7.00
%


8.00
%


8.00
%Weighted-average assumptions
    used to determine net periodic benefit cost during the
    period:Discount rate


5.75
%


5.75
%


6.25
%Expected return on plan assets


8.50
%


8.50
%


8.50
%Rate of compensation increase


4.50
%


4.50
%


4.50
%Medical inflation rate


8.00
%


8.00
%


9.00
%Assumed health care cost trend
    rates at December 31:Health care cost trend rate
    assumed for next year


6.00
%


7.00
%


7.00
%Rate that the cost trend rate
    gradually declines to


5.00
%


5.00
%


5.00
%Year that the rate reaches the
    rate it is assumed to remain at


2007



2007



2007   Effect of one-percentage change in asumed health care cost
    trend rates:
  1% Increase


1% Increase


1% IncreaseEffect on total service and
    interest cost components

$
89,554


$
89,554


$
123,065Effect on postretirement benefit
    obligation


1,492,447



1,948,614



1,948,614   Estimated
    Future Benefit Payments
    OtherQualified


Nonqualified


PostretirementPension


Pension


Benefits2006

$
9,015


$
2,176


$
1,8522007


9,371



1,734



1,7652008


9,928



4,397



1,6932009


10,422



11,522



1,6002010


10,906



2,861



1,5412011  2015


65,756



14,855



7,537$
115,398


$
37,545


$
15,988   115




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  24.  Retirement
    and Other Benefit Plans  (Continued)
  Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


2004


2003Components of net periodic
    benefit cost:Qualified PensionService cost

$
12,022


$
2,369


$
12,326


$
9,251Interest cost


11,503



2,253



12,639



12,168Expected (gain) on plan assets


(18,397
)


(3,672
)


(19,821
)


(14,343
)Recognized actuarial loss






809



3,503



3,865Net amortization and deferral






(38
)


(251
)


(251
)Other










91



Net periodic benefit cost

$
5,128


$
1,721


$
8,487


$
10,690Nonqualified PensionService cost

$
741


$
106


$
576


$
311Interest cost


1,830



305



1,736



1,580Expected (gain) on plan assets














Recognized actuarial loss






84



413



124Net amortization and deferral


994



41



248



183Net periodic benefit cost

$
3,565


$
536


$
2,973


$
2,198Other Postretirement
    BenefitsService cost

$
133


$
37


$
195


$
123Interest cost


939



214



1,463



1,155Expected (gain) on plan assets














Recognized actuarial loss


(211
)


36



344



310Net amortization and deferral






89



532



532Net periodic benefit cost

$
861


$
376


$
2,534


$
2,120     Successor


PredecessorDecember 31, 2005


December 31, 2004


TargetActual Percentage


Actual Percentage


AllocationAsset category

of Fair Value


of Fair Value


PercentageCash


10
%


1
%


0 - 25
%Equities


51
%


59
%


40 - 75
%Fixed Income


39
%


40
%


25 - 60
%100
%


100
%      116




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  24.  Retirement
    and Other Benefit Plans  (Continued)
    401
    (k) Plan
      Employee 401(k)
    expenseMarch 1, 2005 to
    December 31, 2005 (Successor)

$
8,461January 1, 2005 to
    February 28, 2005 (Predecessor)

$
1,873Year ended December 31, 2004
    (Predecessor)

$
9,600   25.
    Fair
    Value of Financial Instruments        Cash and cash equivalents, including cash and due from banks,
    short-term investments and federal funds
    sold.
  Securities and loans held for sale.
 117




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  25.
    Fair
    Value of Financial
    Instruments  (Continued)   Loans and leases.
        Mortgage Servicing Rights.
  Deposits.
    Borrowings, including federal funds purchased, securities
    sold under repurchase agreements, borrowings from the Federal
    Home Loan Bank and other borrowings.
  Off-balance
    sheet financial instruments:
  Forward commitments to sell loans held for
    sale.
  Rate-lock commitments to originate loans held for
    sale. mark-to-market
  Commercial loan interest rate swaps.
  Loans sold or serviced with recourse.
 118




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  25.
    Fair
    Value of Financial
    Instruments  (Continued)      Successor


Predecessor2005


2004Carrying


Fair


Carrying


FairValue


Value


Value


ValueAssets:Cash and cash equivalents

$
769,258


$
769,258


$
544,306


$
544,306Securities  available
    for sale


4,419,877



4,419,877



6,728,523



6,728,523Securities  held
    to maturity


64,126



64,487



87,013



87,507Loans held for sale


31,398



31,540



51,693



52,936Loans and leases, net


19,896,697



19,782,443



18,349,842



18,510,642Mortgage servicing rights


16,441



19,331



5,155



5,888Liabilities:Short term borrowings


3,685,540



3,685,540



3,729,252



3,729,252Deposits (with no stated maturity)


15,076,578



15,076,578



14,742,635



14,742,635Time deposits


5,196,070



5,198,169



4,484,946



4,474,769Long term borrowings


1,238,430



1,238,176



2,261,453



2,326,937Financial instruments with
    off-balance sheet notional amounts:Asset and liability management
    positions:Forward commitments to sell loans


(125
)


(125
)


(149
)


(149
)Rate-lock commitments to originate
    loans held for sale


161



161



147



147Interest rate contracts on
    borrowings










(4,420
)


(4,420
)Cross currency swaps


5,246



5,246







Total return swap


552



552







Customer related positions:Commercial loan interest rate
    swaps with borrower


3,503



3,503



17,836



17,836Commercial loan interest rate
    swaps with broker


(3,503
)


(3,503
)


(17,836
)


(17,836
)Foreign currency forward contracts
    with customers


17



17



3,307



3,307Foreign currency forward contracts
    with dealers


(17
)


(17
)


(3,056
)


(3,056
)Foreign exchange options to
    purchase


210



210



1,727



1,727Foreign exchange options to sell


(210
)


(210
)


(1,727
)


(1,727
)  119




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##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  26.
    Related
    Party Transactions       December 31, 2005Cash and due from banks

$
1,694Other assets:Positive fair value marks on
    derivatives


8,090Accounts receivable


1,396Deferred tax asset


2,868Deferred debt issuance costs


1,110Interest-bearing deposits from The
    Toronto-Dominion Bank


15,013Other liabilities:Negative fair value marks on
    derivatives


2,856Accumulated other comprehensive
    income


(8,865
)Off-balance sheet transactions
    (notional amounts):Interest rate swaps


579,831Total return swap


26,425Foreign exchange forward contracts


39,557       20-year
 120




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##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  26.  Related
    Party Transactions  (Continued)
      27.
    Condensed
    Financial Information    Parent
    Company Only     Successor


PredecessorDecember 31, 2005


December 31, 2004Balance SheetsAssets:Cash and due from banks

$
80,832


$
55,674Interest bearing deposits with
    subsidiary bank


142,971



193,942Securities available for sale


55,835



54,387Investment in subsidiaries


6,803,758



3,361,786Goodwill and other intangibles






618Amounts receivable from
    subsidiaries






10,917Other assets


24,399



25,295Total assets

$
7,107,795


$
3,702,619Liabilities and
    Shareholders EquitySenior notes, net of hedge

$
148,914


$
148,330Subordinated debentures supporting
    mandatory redeemable trust securities


404,462



349,854Due to subsidiaries


166



Other liabilities


70,380



28,321Shareholders equity


6,483,873



3,176,114Total liabilities and
    shareholders equity

$
7,107,795


$
3,702,619   121




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##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  27.  Condensed
    Financial Information    Parent
    Company Only  (Continued)
  Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


December 31, 2004


December 31, 2003Statements of IncomeOperating income:Dividends from subsidiaries

$
230,000


$
298,549


$



$
193,950Net gains (losses) on sales of
    securities


(28
)






(6
)


53Other operating income


5,527



1,481



6,680



6,226Total operating income


235,499



300,030



6,674



200,229Operating expenses:Interest on borrowings


24,767



6,063



32,716



31,266Merger and consolidation costs


2,238



23,697



5,447



Change in unrealized gain on
    derivatives


(221
)










Other operating expenses


27,153



819



5,104



3,944Total operating expenses


53,937



30,579



43,267



35,210Income before income taxes and
    equity in undistributed earnings of subsidiaries


181,562



269,451



(36,593
)


165,019Income tax benefit


(8,503
)


(15,783
)


(12,811
)


(10,126
)Income before equity in
    undistributed earnings of subsidiaries


190,065



285,234



(23,782
)


175,145Equity in undistributed earnings of
    subsidiaries


73,465



(274,786
)


328,425



175,614Net income

$
263,530


$
10,448


$
304,643


$
350,759   122




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##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  27.  Condensed
    Financial Information    Parent
    Company Only  (Continued)
  Successor


Predecessor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year Ended


Year EndedDecember 31, 2005


February 28, 2005


December 31, 2004


December 31, 2003Statements of Cash
    FlowsCash flows from operating
    activities:Net income

$
263,530


$
10,448


$
304,643


$
350,759Adjustments to reconcile net income
    to net cash (used) provided by operating activities:Undistributed earnings of
    subsidiaries


(73,465
)


274,786



(328,425
)


(175,614
)Distribution of restricted stock
    units


1,910







365



694Net amortization of premium and
    discounts


(7,651
)


(115
)






(Increase) decrease in amounts
    receivable from subsidiaries


188



10,728



(10,917
)


83Increase (decrease) in amounts
    payable to subsidiaries


166







(978
)


978Decrease (increase) in other assets


1,035



1,581



(8,380
)


5,266Increase (decrease) in other
    liabilities


37,993



11,856



19,164



(10,920
)Net cash provided by (used in)
    operating activities


223,706



309,284



(24,528
)


171,246Cash flows from investing
    activities:Purchase of available for sale
    securities






(254
)






(3,171
)Sales of available for sale
    securities


29







28



840Securities impairment charge


53











Capital contribution to subsidiaries














(70,000
)Cash acquired in acquisition






11,109



1,518



36,022Proceeds from sale of investment to
    subsidiary










6,150



Net cash (used in) provided by
    investing activities


82



10,855



7,696



(36,309
)Cash flows from financing
    activities:Proceeds from sale of senior notes














148,693Dividends paid to shareholders


(111,034
)


(37,383
)


(135,132
)


(111,889
)Treasury stock acquired


(486,408
)










(105,071
)Proceeds from stock issued in
    connection with employee benefit plans


27,094



37,991



148,596



47,983Net cash (used in) provided by
    financing activities


(570,348
)


608



13,464



(20,284
)Net (decrease) increase in cash due
    from banks


(346,560
)


320,747



(3,368
)


114,653Cash and cash equivalents at
    beginning of year


570,363



249,616



252,984



138,331Cash and cash equivalents at end of
    year

$
223,803


$
570,363


$
249,616


$
252,984Supplemental disclosure
    information;  Cash paid for interest

$
29,504


$
8,110


$
32,666


$
30,329       28.
    Subsequent
    Events (unaudited)    123




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##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  28.  Subsequent
    Events (unaudited)  (Continued)
      Hudson United Consolidated
    Balance Sheet at January 31, 2006PurchaseAccountingPre-Acquisition


Adjustments


Post-AcquisitionAssets:Investments

$
2,734,488


$
(35,106
)

$
2,699,382Loans and leases, net


5,219,485



(70,948
)


5,148,537Premises and equipment


79,393



42,039



121,432Goodwill


83,653



1,386,665



1,470,318Other intangibles assets


15,556



196,848



212,404Other assets


638,378



(5,387
)


632,991Total assets acquired

$
8,770,953


$
1,514,111


$
10,285,064Deposits


6,892,112



5,570



6,897,682Borrowings


1,282,405



29,270



1,311,675Other Liabilities


78,098



90,339



168,437Total liabilities assumed


8,252,615



125,179



8,377,794Net assets acquired

$
518,338


$
1,388,932


$
1,907,270          124




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##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  29.
    Selected
    Quarterly Data (unaudited)   2005 (Successor)


Predecessor


2004 (Predecessor)Fourth


Third


Second


March 1, to


January 1, to


Fourth


Third


Second


FirstQuarter


Quarter


Quarter


March 31


February 28


Quarter


Quarter


Quarter


QuarterCondensed Income
    StatementInterest income





$
363,917


$
350,679


$
342,447


$
115,516


$
228,132


$
327,900


$
323,678


$
307,742


$
291,529Interest expense






120,477



101,682



89,819



27,563



63,348



83,783



85,701



79,096



75,043Net interest income


(A
)


243,440



248,997



252,628



87,953



164,784



244,117



237,977



228,646



216,486Provision for loan and lease losses






6,000



5,500



3,597



1,000



1,069



10,670



10,670



9,500



9,500Net interest income after provision
    for loan and lease losses






237,440



243,497



249,031



86,953



163,715



233,447



227,307



219,146



206,986Noninterest income(1)


(B
)


60,097



103,607



117,272



22,261



3,361



72,537



93,196



90,880



89,340Noninterest expense, excluding
    merger and consolidation costs(2)


(C
)


210,700



210,566



214,965



68,735



123,182



229,073



168,595



159,691



158,105Merger and consolidation costs


(D
)


4,957



1,163



5,368



3,927



27,264



38,286



5,603



4,134



1,614Income before income taxes






81,880



135,375



145,970



36,552



16,630



38,625



146,305



146,201



136,607Income tax expense






26,315



46,634



50,375



12,919



6,182



17,927



48,533



50,355



46,281Net income(1)(2)





$
55,565


$
88,741


$
95,595


$
23,633


$
10,448


$
20,698


$
97,772


$
95,846


$
90,326Weighted average shares outstanding:Basic






173,745



173,661



173,428



180,581



184,964



177,071



173,271



169,637



162,965Diluted






174,427



174,398



174,261



181,505



186,747



179,953



176,756



173,109



166,657Basic earnings per share





$
0.32


$
0.51


$
0.55


$
0.13


$
0.06


$
0.12


$
0.56


$
0.57


$
0.55Diluted earnings per share





$
0.32


$
0.51


$
0.55


$
0.13


$
0.06


$
0.12


$
0.55


$
0.55


$
0.54Financial RatiosReturn on average assets(1)(2)(3)






0.69
%


1.11
%


1.20
%


0.86
%


0.22
%


0.29
%


1.34
%


1.35
%


1.37
%Return on average equity(1)(2)(3)






3.42
%


5.44
%


5.98
%


4.24
%


1.91
%


2.66
%


13.34
%


13.51
%


12.73
%Net interest margin (fully-taxable
    equivalent)(3)






3.96
%


4.09
%


4.12
%


4.19
%


3.84
%


3.87
%


3.68
%


3.66
%


3.68
%Noninterest income as a percent of
    total income(4)






19.80
%


29.38
%


31.70
%


20.20
%


2.00
%


22.91
%


28.14
%


28.44
%


29.21
%Efficiency ratio(1)(2)(5)






71.05
%


60.05
%


59.57
%


65.93
%


89.47
%


84.43
%


52.60
%


51.27
%


52.23
%     (1)
    
    Noninterest income included net securities losses of
    $50.0 million and $17.8 million in the first quarter
    of 2005 and fourth quarter of 2004, respectively, and lower of
    cost or market adjustments of $7.5 million in the first
    quarter of 2005 relating to the reclassification of
    $521 million of residential loans from held in portfolio to
    held for sale. These items were incurred as part of balance
    sheet deleveraging programs implemented during these periods.
    Noninterest income also included a change in unrealized loss on
    derivatives of $8.2 million in March 2005.(2)
    
    Noninterest expense included prepayment penalties on borrowings
    of $6.3 million and $61.5 million in the period
    January 1, 2005 to February 28, 2005 and the fourth
    quarter of 2004 respectively, which were incurred as part of
    balance sheet deleveraging programs implemented during these
    periods.(3)
    
    Annualized.(4)
    
    Represents noninterest income as a percentage of net interest
    income and noninterest income. Noninterest income as a percent
    of total income is calculated as (B) divided by (A+B).(5)
    
    Represents noninterest expenses as a percentage of net interest
    income and noninterest income. Efficiency ratio is calculated as
    (C+D) divided by (A+B). 125




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           Internal Control-Integrated Framework
    issued by the Committee of Sponsoring Organizations of the
    Treadway Commission (COSO)
  
   126




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
             .
    
   127




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           
    128




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures.
  Management Report on Internal Control over Financial
    Reporting. Rule 13a-15(f) Internal
    Control  Integrated Framework Internal Control  Integrated Framework,
  Changes in Internal Controls Over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
  Item 9B.
    Other
    Information   PART III.  Item 10.
    Directors
    and Executive Officers of the Registrant    Item 11.
    Executive
    Compensation   129




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Security Ownership of Certain Beneficial Owners and
    Management.
  Equity Compensation Plan Information.
    Number of Securities
    RemainingAvailable for Future IssuanceNumber of Securities to be


Weighted Average Exercise


UnderIssued Upon Exercise of


Price of Outstanding


Equity Compensation PlansOutstanding Options, Warrants


Options,


(Excluding Securities Reflected
    Inand Rights


Warrants and Rights


Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved
    by security holders


9,869,872
(1)

$
27.10
(1)


5,844,766
(2)Equity compensation plans not
    approved by security holders










9,869,872
(3)

$
27.10
(3)


5,844,766
(3)     (1)
    
    Does not take into account purchase rights accruing under the
    Employee Stock Purchase Plan, which has a stockholder approved
    reserve of 2,852,000 shares. Under the Employee Stock
    purchase Plan, each eligible employee may purchase shares of TD
    Banknorth common stock at semi-annual intervals each year at a
    purchase price determined by the committee of our board of
    directors which administers the plan, which shall not be less
    than the lesser of (i) 85% of the fair market value of a
    share of TD Banknorth common stock on the first business day of
    the applicable semi-annual offering period or (ii) 85% of
    the fair market value of a share of TD Banknorth common stock on
    the last business day of such offering period. In no event may
    that amount of TD Banknorth common stock purchased by a
    participant in the Employee Stock Purchase Plan in a calendar
    year exceed $25,000, measured as of the time an option under the
    plan is granted.(2)
    
    Includes shares available for future issuance under the Employee
    Stock Purchase Plan. At December 31, 2005, an aggregate of
    872,047 shares of TD Banknorth common stock were available
    for issuance under this plan.(3)
    
    The table does not include information for equity compensation
    plans assumed by us in connection with mergers and acquisitions
    of the companies which originally established those plans. At
    December 31, 2005, a total of 358,856 shares of TD
    Banknorth common stock were issuable upon exercise of
    outstanding options under those assumed plans and the weighted
    average exercise price of those outstanding options was
    $17.34 per share. No additional options may be granted
    under any assumed plans. 130




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accountant Fees and Services   PART IV.  Item 15.
    Exhibits and
    Financial Statement Schedules                  Form 10-K.
  Exhibit No.

Exhibit

Location3(a)

Certificate of Incorporation of TD
    Banknorth

(1)3(b)

Bylaws of TD Banknorth

(1)4(a)

Specimen Common Stock certificate

(1)4(b)

Amended and Restated Stockholders
    Agreement, dated as of August  25, 2004, by and among
    The Toronto-Dominion Bank, TD Banknorth and Banknorth Group,
    Inc.

(1)4(c)

Instruments defining the rights of
    security holders, including indentures

(2)10(a)

Employment Agreement, dated as of
    August 25, 2004, among TD Banknorth, The Toronto-Dominion
    Bank and William J. Ryan

(3)10(b)

Employment Agreement, dated as of
    August 25, 2004, between TD Banknorth and Peter J. Verrill

(3)10(c)(1)

Retention Agreement, dated as of
    August 25, 2004, between TD Banknorth and David J. Ott

(3)10(c)(2)

First Amendment to Retention
    Agreement, dated as of January 31, 2006, between TD
    Banknorth and David J. Ott

(4)10(d)(1)

Retention Agreement, dated as of
    August 25, 2004, between TD Banknorth and Andrew W. Greene

(3) 131




---



##### Table of Contents



Exhibit No.

Exhibit

Location10(d)(2)

First Amendment to Retention
    Agreement, dated as of January 31, 2006, between TD
    Banknorth and Andrew W. Greene

(4)10(e)

Retention Agreement, dated as of
    August 25, 2004, between TD Banknorth and Wendy Suehrstedt

(3)10(f)

Retention Agreement, dated as of
    August 25, 2004, between TD Banknorth and Stephen J. Boyle

(3)10(g)

Retention Agreement, dated as of
    August 25, 2004, between TD Banknorth and
    John W. Fridlington

(3)10(h)

Retention Agreement, dated as of
    August 25, 2004, between TD Banknorth and
    Carol L. Mitchell

(3)10(i)

Retention Agreement, dated as of
    September 30, 2004, between TD Banknorth and Edward P.
    Schreiber

(5)10(j)(1)

Amended and Restated Supplemental
    Retirement Agreement between TD Banknorth and William J. Ryan

(6)10(j)(2)

First Amendment to Amended and
    Restated Supplemental Retirement Agreement between TD Banknorth
    and William J. Ryan

(5)10(k)(1)

Amended and Restated Supplemental
    Retirement Agreement between TD Banknorth and Peter J. Verrill

(6)10(k)(2)

First Amendment to Amended and
    Restated Supplemental Retirement Agreement between TD Banknorth
    and Peter J. Verrill

(5)10(l)(1)

Supplemental Retirement Agreement
    between TD Banknorth and John W. Fridlington

(7)10(l)(2)

First Amendment to Supplemental
    Retirement Agreement between TD Banknorth and John W. Fridlington

(8)10(l)(3)

Second Amendment to Supplemental
    Retirement Agreement between TD Banknorth and John W. Fridlington

(6)10(l)(4)

Third Amendment to Supplemental
    Retirement Agreement between TD Banknorth and John W. Fridlington

(5)10(m)(1)

TD Banknorth Supplemental
    Retirement Plan (which covers each executive officer of TD
    Banknorth named in the Proxy Statement, other than
    Messrs. Ryan, Verrill and Fridlington)

(8)10(m)(2)

First Amendment to the TD
    Banknorth Supplemental Retirement Plan

(5)10(n)

Amended and Restated Deferred
    Compensation Plan for Non-Employee Directors and Key Employees

(9)10(o)

1986 Stock Option and Stock
    Appreciation Rights Plan, as amended

(10)10(p)

Amended and Restated Employee
    Stock Purchase Plan

(11)10(q)

Amended and Restated Restricted
    Stock Plan for Non-Employee Directors (This plan was superseded
    prospectively upon the approval of the Amended and Restated 2003
    Equity Incentive Plan by the shareholders of TD Banknorth on
    May 24, 2005.)

(12)10(r)

Amended and Restated 1995 Stock
    Option Plan for Non-Employee Directors (This plan was superseded
    prospectively upon the approval of the Amended and Restated 2003
    Equity Incentive Plan by the shareholders of TD Banknorth on
    May 24, 2005.)

(6)10(s)(1)

Amended and Restated 401(k) Plan,
    effective January 1, 2004

(6)10(s)(2)

First Amendment to the Amended and
    Restated 401(k) Plan

(5)10(s)(3)

Second Amendment to the Amended
    and Restated 401(k) Plan10(s)(4)

Third Amendment to the Amended and
    Restated 401(k) Plan10(s)(5)

Fourth Amendment to the Amended
    and Restated 401(k) Plan10(t)(1)

1996 Equity Incentive Plan, as
    restated

(8)10(t)(2)

Amendment No. 1 to the TD
    Banknorth 1996 Equity Incentive Plan

(13) 132




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##### Table of Contents



Exhibit No.

Exhibit

Location10(t)(3)

Form of nonqualified stock option
    agreement under the 1996 Equity Incentive Plan

(13)10(u)

Executive Incentive Plan

(8)10(v)(1)

Amended and Restated 2003 Equity
    Incentive Plan

(14)10(v)(2)

Form of nonqualified stock option
    agreement under the 2003 Equity Incentive Plan prior to it being
    amended and restated

(13)10(v)(3)

Form of restricted stock unit
    award agreement  stock settlement under the 2003
    Equity Incentive Plan prior to it being amended and restated

(13)10(v)(4)

Form of restricted stock unit
    award agreement  cash settlement under the 2003
    Equity Incentive Plan prior to it being amended and restated

(13)10(v)(5)

Form of nonqualified stock option
    agreement under the Amended and Restated 2003 Equity Incentive
    Plan

(9)10(v)(6)

Form of nonqualified stock option
    agreement for non-employee directors under the Amended and
    Restated 2003 Equity Incentive Plan

(9)10(v)(7)

Form of restricted stock unit
    award agreement  stock settlement under the
    Amended and Restated 2003 Equity Incentive Plan

(9)10(v)(8)

Form of restricted stock unit
    award agreement  cash settlement under the
    Amended and Restated 2003 Equity Incentive Plan

(9)10(v)(9)

Form of performance-based
    restricted stock unit award agreement  cash
    settlement under the Amended and Restated 2003 Equity Incentive
    Plan for performance grants in 2005

(9)10(v)(10)

Form of restricted stock agreement
    for non-employee directors under the Amended and Restated 2003
    Equity Incentive Plan

(9)10(v)(11)

Form of performance-based
    restricted stock unit award agreement  cash
    settlement under the Amended and Restated 2003 Equity Incentive
    Plan for performance grants in 2006

(15)10(w)(1)

2005 Performance Based Restricted
    Share Unit Plan of TD Banknorth, including the form of
    Participation Agreement between TD Banknorth and each of
    Messrs. Ryan, Verrill, Ott, Greene, Boyle and Fridlington
    and Ms. Mitchell and Ms. Suehrstedt

(16)10(w)(2)

Form of Amended and Restated
    Participation Agreement under the 2005 Performance Based
    Restricted Share Unit Plan between TD Banknorth and each of
    Messrs. Ryan, Verrill, Ott, Greene, Boyle and Fridlington
    and Ms. Mitchell and Ms. Suehrstedt

(9)10(w)(3)

First Amendment to Amended and
    Restated Participation Agreement under the TD Banknorth Inc.
    2005 Performance Based Restricted Share Unit Plan, dated as of
    January 31, 2006, between TD Banknorth and Andrew W. Greene

(4)10(w)(4)

First Amendment to Amended and
    Restated Participation Agreement under the TD Banknorth Inc.
    2005 Performance Based Restricted Share Unit Plan, dated as of
    January 31, 2006, between TD Banknorth and David J. Ott

(4)10(w)(5)

Performance target for 2006 and
    related table for the restricted stock units granted under the
    2005 Performance Based Restricted Share Unit Plan

(15)12

Calculation of Ratios of Earnings
    to Fixed Charges21

Subsidiaries of TD Banknorth Inc.23(a)

Consent of Ernst & Young
    LLP23(b)

Consent of KPMG LLP31(a)

Certification of Chief Executive
    Officer under
    Rules 13a-14
    and 15d-1431(b)

Certification of Chief Financial
    Officer under
    Rules 13a-14
    and 15d-1432(a)

Certification of Chief Executive
    Officer Under 18 U.S.C. §135032(b)

Certification of Chief Financial
    Officer Under 18 U.S.C. §1350    133




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##### Table of Contents



(1)
    
    Exhibit is incorporated by reference to the applicable exhibit
    to the Registration Statement on
    Form S-4/F-4
    filed by TD Banknorth and The Toronto-Dominion Bank with the SEC
    (File Nos. 333-119517/119519).(2)
    
    TD Banknorth has no instruments defining the rights of holders
    of its long-term debt where the amount of securities authorized
    under any such instrument exceeds 10% of the total assets of TD
    Banknorth and its subsidiaries on a consolidated basis. TD
    Banknorth hereby agrees to furnish a copy of any such instrument
    to the SEC upon request.(3)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by Banknorth Group, Inc. on August 31, 2004
    (SEC file
    No. 001-31251).(4)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth on February 1, 2006 (SEC file
    No. 000-51179).(5)
    
    Exhibit is incorporated by reference to Banknorth Group,
    Inc.s
    Form 10-K
    report for the year ended December 31, 2004 (SEC file
    No. 001-31251).(6)
    
    Exhibit is incorporated by reference to Banknorth Group,
    Inc.s
    Form 10-K
    report for the year ended December 31, 2003 (SEC file
    No. 001-31251).(7)
    
    Exhibit is incorporated by reference to Banknorth Group,
    Inc.s
    Form 10-K
    report for the year ended December 31, 1995 (SEC file
    No. 001-31251).(8)
    
    Exhibit is incorporated by reference to Banknorth Group,
    Inc.s
    Form 10-K
    report for the year ended December 31, 2002 (SEC file
    No. 001-31251).(9)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth with the SEC on May 25, 2005
    (SEC file
    No. 000-51179).  (10)
    
    Exhibit is incorporated by reference to the
    Form S-4
    Registration Statement
    (No. 33-20243)
    filed by Banknorth Group, Inc. with the SEC on February 22,
    1988. An amendment to the 1986 Stock Option and Stock
    Appreciation Rights Plan is incorporated by reference to the
    proxy statement filed by Banknorth Group, Inc. with the SEC on
    March 24, 1994.  (11)
    
    Exhibit is incorporated by reference to the proxy statement
    dated March  22, 2002 filed by Banknorth Group, Inc.
    with the SEC (SEC file
    No. 001-31251).(12)
    
    Exhibit is incorporated by reference to the
    Form 10-K
    report filed by Banknorth Group, Inc. for the year ended
    December 31, 1996 (SEC file No.
    001-31251).(13)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth on March 23, 2005 (SEC file
    No. 000-51179).(14)
    
    Exhibit is incorporated by reference to Annex B to the
    proxy statement dated April 20, 2005 filed by TD Banknorth
    with the SEC (SEC file No.
    000-51179).(15)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth with the SEC on January 30,
    2006 (SEC file
    No. 000-51179).(16)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth with the SEC on March 7, 2005
    (SEC file
    No. 000-51179).       134




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##### Table of Contents



SIGNATURES      By:
    /s/  William J. Ryan          /s/  William E.
    BennettWilliam
    E. Bennett 
    Director

Date: March 10, 2006/s/  W. Edmund ClarkW.
    Edmund Clark
    Director

Date: March 10, 2006/s/  Robert G. ClarkeRobert
    G. Clarke
    Director

Date: March 10, 2006/s/  P. Kevin CondronP.
    Kevin Condron
    Director

Date: March 10, 2006/s/  John Otis DrewJohn
    Otis Drew
    Director

Date: March 10, 2006/s/  Brian FlynnBrian
    Flynn
    Director

Date: March 10, 2006/s/  Colleen A.
    KhouryColleen
    A. Khoury
    Director

Date: March 10, 2006/s/  Dana S. LevensonDana
    S. Levenson
    Director

Date: March 10, 2006 135




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##### Table of Contents



/s/  Steven T. MartinSteven
    T. Martin
    Director

Date: March 10, 2006/s/  Bharat MasraniBharat
    Masrani
    Director

Date: March 10, 2006John
    M. Naughton
    Director

Date:/s/  Malcolm W.
    Philbrook, Jr.Malcolm
    W. Philbrook, Jr.
    Director

Date: March 10, 2006/s/  Angelo P.
    PizzagaliAngelo
    P. Pizzagali
    Director

Date: March 10, 2006/s/  Wilbur J. Prezzano
    Wilbur
    J. Prezzano
    Director

Date: March 10, 2006/s/  Irving E.
    Rogers, IIIIrving
    E. Rogers, III
    Director

Date: March 10, 2006/s/  David A. RosowDavid
    A. Rosow
    Director

Date: March 10, 2006/s/  William J. Ryan William
    J. Ryan
    Chairman, President and Chief
    Executive Officer
    (principal executive officer)

Date: March 10, 2006/s/  Curtis M.
    ScribnerCurtis
    M. Scribner
    Director

Date: March 10, 2006/s/  Gerry S. Weidema
    Gerry
    S. Weidema
    Director

Date: March 10, 2006/s/  Stephen J. BoyleStephen
    J. Boyle
    Executive Vice President and Chief Financial Officer (principal
    financial and accounting officer)

Date: March 10, 2006  136