##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, 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, 2006o

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. o
  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




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##### 



TD
    BANKNORTH INC.
    2006
    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


9Availability of
    Information


9Item 1A.


RISK
    FACTORS


10Item 1B.


UNRESOLVED STAFF
    COMMENTS


13Item 2.


PROPERTIES


14Item 3.


LEGAL
    PROCEEDINGS


14Item 4.


SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


15PART IIItem 5.


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


16Item 6.


SELECTED FINANCIAL
    DATA


18Item 7.


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


19Item 7A.


QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


63Item 8.


FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


64Item 9.


CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


126Item 9A.


CONTROLS AND
    PROCEDURES


126Item 9B.


OTHER
    INFORMATION


126PART IIIItem 10.


DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


126Item 11.


EXECUTIVE
    COMPENSATION


133Item 12.


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


167Item 13.


CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE


170Item 14.


PRINCIPAL
    ACCOUNTING FEES AND SERVICES


173PART IVItem 15.


EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES


174SIGNATURES


179EX-12 Calculation of Ratios of Earnings to Fixed ChargesEX-21 SubsidiariesEX-23.(a) Consent of Ernst & Young LLPEX-23.(b) Consent of KPMG LLPEX-31.(a) Section 302 Certification of C.E.O.EX-31.(b) Section 302 Certification of C.F.O.EX-32.(a) Section 906 Certification of C.E.O.EX-32.(b) Section 906 Certification of C.F.O.   i




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FORWARD-LOOKING
    STATEMENTS
      
    global, national and local economic and market conditions,
    specifically with respect to changes in the United States
    economy and the state and local economies in our market areas;
    the performance of financial markets and the level and
    volatility of interest rates;
    government fiscal and monetary policies;
    credit risks inherent in the lending process;
    loan and deposit demand in the geographic regions where we
    conduct business;
    the impact of intense competition in the rapidly evolving
    banking and financial services industry;
    extensive U.S. federal and state regulation of our business
    and the effects of legislation or other changes in regulatory
    requirements;
    whether we are successful in retaining and further developing
    loan, deposit, customer and employee relationships relating to
    our recent acquisitions of Hudson United Bancorp and Interchange
    Financial Services Corporation, and whether expected revenue
    enhancements and cost savings from these transactions will be
    realized within expected time frames;
    matters relating to the integration of our business with that of
    past and future merger partners, including the impact of
    combining these businesses on revenues, expenses, deposit
    attrition, customer retention and financial performance;
    our reliance on third parties to provide certain critical
    services, including data processing;
    the proposal or adoption of changes in accounting standards by
    the Financial Accounting Standards Board, the Securities and
    Exchange Commission (SEC), the Public Company
    Accounting Oversight Board or other standard-setting bodies;
    technological changes;
    our and The Toronto-Dominion Banks ability to complete a
    pending going-private transaction, pursuant to which we would
    become a wholly-owned subsidiary of The Toronto-Dominion Bank;
    war or political instability;
    other factors impacting our operational plans; and
    managements ability to manage risks that result from these
    and other factors.   ii




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PART I.  Item 1.
    Business General        Schedule 13E-3,
   Business  (one-to-four




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and/or not-for-profit
   Subsidiaries
    and Other Equity Investments    
    Peoples Heritage Capital Trust I
    Banknorth Capital Trust I
    Banknorth Capital Trust II
    Ipswich Statutory Capital Trust I
    CCBT Statutory Trust
    BFD Preferred Capital Trust I
    BFD Preferred Capital Trust II
    HUBCO Capital Trust I
    HUBCO Capital Trust II
    Hudson United Capital Trust I
    Hudson United Capital Trust II
    Hudson United Statutory Trust I      Insurance Premium Finance.
 2




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Insurance Agency Activities.
  Investment Planning and Securities Brokerage
    Activities.
    Equipment Leasing Activities.
  Investment Activities.
  Other Equity Investments.
  Discontinued Operations.
 Recent
    Development   3




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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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Basel II.
  Federal Deposit Insurance.
        Distributions.
 7




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Source of Strength
    Policy.
  Community Investment and Consumer Protection
    Laws. Truth-in-Lending
    Miscellaneous.
  Regulatory Enforcement Authority.
 Taxation     8




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##### Table of Contents



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,
    which presents maturities and sensitivities of loans and leases
    to changes in interest rates and is included in
    Item 7  Table 16;
    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 include 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,
    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 14 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
 9




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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.
    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.
   10




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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.
    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.
   11




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The
    Toronto-Dominion Bank exercises significant control over
    us.
    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
    TD Banknorth, which may be resolved in a manner that
    adversely affects TD Banknorth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   13




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Item 2.
    Properties      Number ofState

Banking offices


Deposits(In billions)Connecticut


80


$
4.0Maine


60



2.5Massachusetts


152



8.2New Hampshire


73



4.2New York


60



2.7New Jersey


101



3.0Pennsylvania


25



0.6Vermont


35



1.8586


$
27.0     Item 3.
    Legal
    Proceedings  Ordinary Course Litigation.
  Shareholder Litigation regarding Proposed
    Transaction.
  In re TD Banknorth Shareholders Litigation
 14




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Item 4.
    Submission
    of Matters to a Vote of Security Holders   15




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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 Declared2006

High

Low

Per ShareFirst Quarter

$
31.40


$
28.06


$
0.220Second Quarter


29.75



28.21



0.220Third Quarter


30.90



27.95



0.220Fourth Quarter


32.58



28.50



0.2202005(1)First Quarter

$
36.55


$
29.02


$
0.200Second Quarter


31.73



29.39



0.200Third Quarter


31.13



28.56



0.220Fourth Quarter


30.40



26.00



0.220     (1)
    
    Information on and after March 1, 2005 reflects The
    Toronto-Dominion Banks acquisition of a majority interest
    in TD Banknorth on that date.      Share Repurchases. §240.10b-18(a)(3)
  Total Number of


Maximum NumberTotal





Shares Purchased as


of Shares that MayNumber of


Average


Part of Publicly


Yet Be PurchasedShares


Price Paid


Announced Plans


Under the PlansPeriod

Purchased


per Share


or Programs


or Programs(1)October 2006














2,000,000November 2006














2,000,000December 2006














2,000,000     (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. We have repurchased
    8,500,000 shares of the total 10,500,000 shares
    authorized for repurchase. 16




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##### Table of Contents



Total Number of


Maximum NumberTotal





Shares Purchased as


of Shares that MayNumber of


Average


Part of Publicly


Yet Be PurchasedShares


Price Paid


Announced Plans


Under the PlansPeriod

Purchased(1)


per Share


or Programs


or ProgramsOctober 2006


233,000
(2)

$
29.86







November 2006


857,858
(3)

$
31.64







December 2006














Total


1,090,858


$
31.26







     (1)
    
    Does not include 13 million shares of TD Banknorth common
    stock that The Toronto-Dominion Bank purchased from us on
    January 1, 2007, pursuant to an agreement dated
    April 13, 2006, at $31.17 per share, for aggregate
    consideration of approximately $405 million, in connection
    with TD Banknorths acquisition of Interchange on that date.(2)
    
    Open market purchases.(3)
    
    Purchases pursuant to our dividend reinvestment program. 17




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Item 6.
    Selected
    Consolidated Financial Data  Successor


Combined


Predecessor


Predecessor


Predecessor2006


2005


2004


2003


2002(In thousands except per share data)Condensed Income
    StatementNet interest income

$
1,185,475


$
997,803


$
927,225


$
832,852


$
784,673Provision for loan and lease losses


44,573



17,166



40,340



42,301



44,314Net interest income after loan and
    lease loss provision


1,140,902



980,637



886,885



790,551



740,359Noninterest income(1)


502,043



306,597



345,956



375,138



286,352Noninterest expense(2)


1,144,960



870,828



765,101



641,270



579,392Income before income taxes


497,985



416,406



467,740



524,419



447,319Provision for income taxes


157,190



142,428



163,097



173,660



148,681Income from continuing operations


340,795



273,978



304,643



350,759



298,638Loss from discontinued operations


(1,664
)














Net income

$
339,131


$
273,978


$
304,643


$
350,759


$
298,638Per Common ShareBasic earnings per share from
    continuing operations

$
1.52


$
1.56


$
1.78


$
2.18


$
2.01Diluted earnings per share from
    continuing operations


1.51



1.55



1.75



2.15



1.99Dividends per share


0.88



0.84



0.79



0.70



0.58Book value per share at year end


36.36



37.34



17.71



15.54



13.70Tangible book value per share at
    year end


8.12



8.81



9.91



8.45



9.21Stock price:High


32.58



36.55



36.71



33.57



27.22Low


28.06



26.00



30.25



20.60



20.44Close


32.28



29.05



36.60



32.53



22.60Period end common shares outstanding


228,880



173,665



179,298



162,188



150,579Weighted average shares
    outstanding  diluted


224,672



177,001



174,158



163,520



149,829Financial RatiosReturn on average assets


0.85
%


0.87
%


1.08
%


1.37
%


1.39
%Return on average equity


4.20



4.60



10.63



14.51



16.25Net interest margin(3)


3.97



4.03



3.72



3.66



4.07Net interest rate spread(3)


3.49



3.71



3.48



3.42



3.72Average equity to average assets


20.33



18.84



10.17



9.44



8.56Efficiency ratio(4)


67.85



66.76



60.09



53.09



54.10Noninterest income as a percent of
    total income


29.75



23.50



27.17



31.05



26.74Tier 1 leverage capital ratio


7.20



7.07



7.58



6.65



7.13Tier 1 risk-based capital ratio


8.43



8.63



9.96



8.96



9.66Total risk-based capital ratio


11.64



11.73



12.13



11.29



12.15Dividend payout ratio(5)


59.40



54.17



44.36



31.90



28.76Average Balance SheetAssets

$
39,747,713


$
31,650,677


$
28,173,424


$
25,616,347


$
21,460,719Loans and leases(6)


25,236,630



20,048,015



17,734,537



15,633,207



13,236,803Deposits


26,385,617



20,081,969



18,877,811



17,302,983



14,566,644Shareholders equity


8,082,182



5,962,416



2,865,540



2,416,926



1,838,064Year End Balance Sheet
    DataAssets

$
40,159,085


$
32,095,353


$
28,687,810


$
26,453,735


$
23,418,941Loans and leases, net(7)


25,181,863



19,896,697



18,349,842



16,113,675



13,847,735Securities (including
    available-for-sale
    and
    held-to-maturity)


2,554,345



4,484,003



6,815,536



7,106,404



6,640,969Goodwill and identifiable
    intangible assets


6,750,130



5,215,969



1,416,156



1,163,054



695,158Deposits


27,004,766



20,272,648



19,227,581



17,901,185



15,664,601Borrowings


3,647,093



4,923,970



5,990,705



5,882,864



5,432,581Shareholders equity


8,322,045



6,483,873



3,176,114



2,520,519



2,063,485Nonperforming assets(8)


132,392



61,535



81,103



63,103



68,953     (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. 18




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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
      Business
    Strategy
     19




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Executive
    Overview
        
    Net interest income increased by $187.7 million and total
    average earning assets increased $8.1 billion over the
    prior year primarily due to the acquisition of Hudson in January
    2006. The net interest margin declined by 6 basis points as
    a result of the flattening of the yield curve, deposit mix
    change to higher cost certificates of deposit and intense
    competition for high quality loans and deposits.
    The provision for loan losses increased by $27.4 million,
    reflecting increased net charge-offs and increased nonperforming
    loans, in part due to the acquisition of Hudson.
    Noninterest income increased by $195.4 million or 64% due
    to the acquisition of Hudson and $93 million of securities
    losses incurred in 2005.
    Noninterest expense increased by $274.1 million or 31% due
    primarily to increased operating expenses related to Hudson and
    increases in amortization of identifiable intangible assets and
    merger and restructuring costs.
    Nonperforming assets increased from $60.6 million at
    December 31, 2005 to $132.4 million at
    December 31, 2006 as a result of increases in nonaccrual
    loans in all categories, in part due to the acquisition of
    Hudson. At December 31, 2006, nonperforming assets as a
    percentage of total assets amounted to 0.33%.    
    using the definition of federal banking regulators, we continue
    to be well-capitalized;
    In April 2006, Standard & Poors Services raised
    its counterparty credit rating on us to
    A-1;
    from BBB and the counterparty credit ratings on
    related entities, including TD Banknorth, NA to
    A/A-1
    from
    BBB+/A-2; and
    our liquidity measures at December 31, 2006 and throughout
    the year met our policy guidelines.  Outlook
    
    Increase our focus on organic loan and deposit growth; 20




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
    Focus on process improvements and branch consolidations to
    reduce operating costs by 5-8%;
    Grow/develop deposit relationships by providing quality
    services, simplifying fee structures and eliminating certain
    fees;
    Review the performance characteristics of our branch network in
    our entire market area; and
    Review our pricing on loans and deposits in certain market areas.      Accounting
    for the March 1, 2005 Transaction with The Toronto-Dominion
    Bank
       21




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##### Table of Contents



Table
    1  Consolidated Statements of Operations
    Predecessor


Predecessor


Successor


Combined


SuccessorYear Ended


January 1, 2005 to


March 1, 2005 to


Year Ended


Year EndedDecember 31,


February 28,


December 31,


December 31,


December 31,2004


2005


2005


2005


2006Interest and dividend income:Interest and fees on loans and
    leases

$
933,833


$
176,949


$
993,584


$
1,170,533


$
1,705,452Interest and dividends on securities


317,015



51,183



178,976



230,159



251,429Total interest and dividend income


1,250,848



228,132



1,172,560



1,400,692



1,956,881Interest expense:Interest on deposits


161,004



30,694



197,902



228,596



562,019Interest on borrowed funds


162,619



32,654



141,639



174,293



209,387Total interest expense


323,623



63,348



339,541



402,889



771,406Net interest income


927,225



164,784



833,019



997,803



1,185,475Provision for loan and lease losses


40,340



1,069



16,097



17,166



44,573Net interest income after provision
    for loan and lease losses


886,885



163,715



816,922



980,637



1,140,902Noninterest income:Deposit services


109,321



18,359



111,270



129,629



168,779Insurance agency commissions


50,311



8,252



42,259



50,511



55,486Merchant and electronic banking
    income, net


50,564



7,751



51,152



58,903



68,556Wealth management services


39,788



6,959



35,224



42,183



45,630Bank-owned life insurance


23,282



4,169



20,038



24,207



32,078Investment planning services


19,418



2,815



16,477



19,292



20,916Net securities (losses) gains


(7,701
)


(46,548
)


(46,522
)


(93,070
)


623Loans 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


60,973



9,104



67,009



76,113



109,975345,956



3,361



303,236



306,597



502,043Noninterest expense:Compensation and employee benefits


356,611



67,977



340,950



408,927



512,871Occupancy


63,892



11,411



59,071



70,482



104,952Equipment


48,480



8,440



43,357



51,797



65,102Data processing


43,141



7,233



38,787



46,020



61,004Advertising and marketing


25,550



4,373



26,008



30,381



41,616Amortization of identifiable
    intangible assets


8,627



1,561



103,526



105,087



156,145Merger and consolidation costs


49,635



27,264



15,415



42,679



59,688Prepayment penalties on borrowings


61,546



6,300



3



6,303



Other noninterest expense


107,619



15,887



93,265



109,152



143,582765,101



150,446



720,382



870,828



1,144,960Income before income tax expense


467,740



16,630



399,776



416,406



497,985Provision for income taxes


163,097



6,182



136,246



142,428



157,190Income from continuing operations


304,643



10,448



263,530



273,978



340,795Discontinued operationsIncome (loss) from discontinued
    operations


















(8,173
)Income tax benefit


















6,509Income (loss) from discontinued
    operations, net of tax


















(1,664
)Net income

$
304,643


$
10,448


$
263,530


$
273,978


$
339,131  22




---



##### Table of Contents



Acquisitions
    Table
    2  Acquisitions 2004  2006
    Transaction-Related ItemsBalance at





Identifiable








TotalAcquisition


Acquisition Date





Intangible


Cash


Shares


PurchaseDate


Assets


Equity


Goodwill


Assets


Paid


Issued


Price(Dollars and shares in millions)Hudson United Bancorp


1/31/2006


$
8,771.0


$
518.3


$
1,463.6


$
222.5


$
941.8



32.9
(1)

$
1,907.3BostonFed Bancorp, Inc.


1/21/2005


$
1,467.8


$
102.7


$
138.2


$
13.2


$
0.3



6.2


$
200.2CCBT Financial Companies,
    Inc.


4/30/2004



1,292.9



108.5



175.5



19.4







9.2



298.1Foxborough Savings Bank


4/30/2004



241.8



22.8



61.6



2.2



88.9







88.9     (1)
    
    Shares issued does not include the 29.6 million shares of
    common stock sold by us to The Toronto-Dominion Bank to fund the
    cash paid by us in connection with the acquisition of Hudson
    United Bancorp.    Results
    of Operations
  Comparison
    of 2006 and 2005
  Net
    Interest Income
   23




---



##### Table of Contents



Table
    3  Three-Year Average Balance Sheets
    Successor


Combined


PredecessorYear Ended


Year Ended


Year EndedDecember 31, 2006


December 31, 2005


December 31, 2004Average





Yield/


Average





Yield/


Average





Yield/Balance


Interest


Rate


Balance


Interest


Rate


Balance


Interest


RateLoans and leases(1):Residential real estate mortgages

$
2,849,522


$
159,708



5.60
%

$
3,439,050


$
185,020



5.38
%

$
2,997,572


$
150,245



5.01
%Commercial real estate mortgages


8,628,964



598,624



6.94
%


6,662,952



404,315



6.07
%


5,959,510



345,147



5.79
%Commercial business loans and leases


6,289,364



451,672



7.18
%


4,135,985



246,472



5.96
%


3,686,919



181,437



4.92
%Consumer loans and leases


7,088,061



458,264



6.47
%


5,810,028



339,776



5.85
%


5,090,536



261,358



5.13
%Credit card receivables


380,719



46,569



12.23
%






















Total loans and leases


25,236,630



1,714,837



6.80
%


20,048,015



1,175,583



5.86
%


17,734,537



938,187



5.29
%Investment securities(2)


3,232,801



168,499



5.21
%


4,863,214



232,195



4.77
%


7,339,166



319,042



4.35
%Securites purchased under
    agreements to resell


1,719,169



87,103



5.07
%














419



7



Federal funds sold and other
    short-term investments


16,515



530



3.21
%


16,596



308



1.86
%


9,567



83



0.87
%Total earning assets


30,205,115



1,970,969



6.53
%


24,927,825



1,408,086



5.65
%


25,083,689



1,257,319



5.01
%Bank-owned life insurance


758,049











558,961











503,957Goodwill


5,892,668Identifiable intangible assets


794,140Noninterest-earning assets


2,097,741











6,163,891











2,585,778Total assets

$
39,747,713










$
31,650,677










$
28,173,424Interest-bearing deposits:Regular savings

$
3,969,130



48,284



1.22
%

$
2,650,297



9,766



0.37
%

$
2,563,838



7,513



0.29
%Now and money market accounts


9,730,922



255,435



2.62
%


8,105,948



112,986



1.39
%


7,678,644



62,336



0.81
%Certificates of deposit


6,815,269



244,358



3.59
%


4,838,189



103,273



2.13
%


4,647,746



91,149



1.96
%Brokered deposits


232,861



11,810



5.07
%


66,709



2,571



3.85
%


272



6



2.03
%Foreign branch deposits


52,181



2,132



4.09
%






















Total interest-bearing deposits


20,800,363



562,019



2.70
%


15,661,143



228,596



1.46
%


14,890,500



161,004



1.08
%Borrowed funds


4,605,557



209,387



4.55
%


5,089,451



174,293



3.42
%


6,245,995



162,619



2.60
%Total interest-bearing liabilities


25,405,920



771,406



3.04
%


20,750,594



402,889



1.94
%


21,136,495



323,623



1.53
%Non-interest bearing deposits


5,585,254











4,420,826











3,987,311Deferred tax liability related to
    identifiable intangible assets


318,404











197,747











16,029Other liabilities


355,953











319,094











168,049Shareholders equity


8,082,182











5,962,416











2,865,540Total liabilities and
    shareholders equity

$
39,747,713










$
31,650,677










$
28,173,424Net earning assets

$
4,799,195










$
4,177,231










$
3,947,194Net interest income (fully-taxable
    equivalent)






1,199,563











1,005,197











933,696Less: fully-taxable equivalent
    adjustments






(14,088
)










(7,394
)










(6,471
)Net interest income





$
1,185,475










$
997,803










$
927,225Net interest rate spread
    (fully-taxable equivalent)










3.49
%










3.71
%










3.48
%Net interest margin (fully-taxable
    equivalent)










3.97
%










4.03
%










3.72
%    (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
    Successor


CombinedYear Ended December 31, 2006 vs. 2005


Year Ended December 31, 2005 vs. 2004Increase (decrease) due to


Increase (decrease) due toTotal








TotalVolume(1)


Rate


Change


Volume(1)


Rate


ChangeInterest income:Loans and leases

$
332,915


$
206,339


$
539,254


$
130,029


$
107,367


$
237,396Investment securities


(87,874
)


24,178



(63,696
)


(122,037
)


35,190



(86,847
)Securities purchased under
    agreements to resell


87,103







87,103



7



(7
)


0Federal funds sold and other
    short-term investements


(1
)


223



222



88



137



225Total interest income


332,143



230,740



562,883



8,087



142,687



150,774Interest expense:Interest-bearing deposits:Regular savings


6,858



31,660



38,518



256



1,997



2,253NOW and money market accounts


26,310



116,139



142,449



3,671



46,979



50,650Certificates of deposit


52,695



88,390



141,085



3,909



8,215



12,124Brokered deposits


8,196



1,043



9,239



2,555



10



2,565Foreign branch deposits


2,132







2,132











0Total interest-bearing deposits


96,191



237,232



333,423



10,391



57,201



67,592Borrowed funds


(14,178
)


49,272



35,094



(16,835
)


28,509



11,674Total interest expense


82,013



286,504



368,517



(6,444
)


85,710



79,266Net interest income (fully taxable
    equivalent)

$
250,130


$
(55,764
)

$
194,366


$
14,531


$
56,977


$
71,508     (1)
    
    Volume increases include the effects of the acquisition of
    Hudson on January 31, 2006 and BostonFed Bancorp, Inc. on
    January 21, 2005. 25




---



##### Table of Contents



Table
    5  Analysis of Net Interest Income
    Successor


Combined


PredecessorYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,


Change


Change2006


2005


2004


2006-2005


2005-2004Components of net interest
    incomeIncome on earning assets
    (fully-taxable equivalent)

$
1,970,969


$
1,408,086


$
1,257,319


$
562,883


$
150,767Expense on interest-bearing
    liabilities


771,406



402,889



323,623



368,517



79,266Net interest income (fully-taxable
    equivalent)


1,199,563



1,005,197



933,696



194,366



71,501Less: fully-taxable equivalent
    adjustments


(14,088
)


(7,394
)


(6,471
)


(6,694
)


(923
)Net interest income, as reported

$
1,185,475


$
997,803


$
927,225


$
187,672


$
70,578Average balancesLoans and leases

$
25,236,630


$
20,048,015


$
17,734,537


$
5,188,615


$
2,313,478Investment securities


3,232,801



4,863,214



7,339,166



(1,630,413
)


(2,475,952
)Securities purchased under
    agreements to resell


1,719,169







419



1,719,169



(419
)Federal funds sold and other short
    term investments


16,515



16,596



9,567



(81
)


7,029Total earning assets


30,205,115



24,927,825



25,083,689



5,277,290



(155,864
)Total interest-bearing liabilities


25,405,920



20,750,594



21,136,495



4,655,326



(385,901
)Net earning assets

$
4,799,195


$
4,177,231


$
3,947,194


$
621,964


$
230,037Average yields and rates
    paidEarning assets yield
    (fully-taxable equivalent)


6.53
%


5.65
%


5.01
%


0.88
%


0.64
%Rate paid on interest-bearing
    liabilities


3.04
%


1.94
%


1.53
%


1.10
%


0.41
%Net interest rate spread
    (fully-taxable equivalent)


3.49
%


3.71
%


3.48
%


(0.22
)%


0.23
%Net interest margin
    (fully-taxable equivalent)


3.97
%


4.03
%


3.72
%


(0.06
)%


0.31
%     
    an increase in net earning assets as a result of the acquisition
    of Hudson in January 2006;
    a change in the mix of average earning assets resulting from
    deleveraging programs (loans comprised 84% of average earning
    assets during 2006 compared to 80% during 2005); 26




---



##### Table of Contents




    changes in the composition of interest-bearing liabilities
    resulting from deleveraging programs (deposits comprised 82% of
    interest-bearing liabilities during 2006 compared to 75% during
    2005); and
    an increase in the ratio of noninterest bearing deposits to
    total interest earning assets.      1 4
    Provision
    and Allowance for Loan and Lease Losses
    Table
    6  Provision for Loan and Lease Losses
    ChangeSuccessor


Combined


Predecessor


2006-2005


2005-20042006


2005


2004


Amount


Percent


Amount


PercentProvision for loan and lease losses

$
44,573


$
17,166


$
40,340


$
27,407



160
%

$
(23,174
)


(57
)%    27




---



##### Table of Contents



Noninterest
    Income
  Table
    7  Noninterest Income
    Successor


Combined


PredecessorYear Ended


Year Ended


Year Ended


ChangeDecember 31,


December 31,


December 31,


2006-2005


2005-20042006


2005


2004


Amount


Percent


Amount


PercentNoninterest income:Deposit services

$
168,779


$
129,629


$
109,321


$
39,150



30
%

$
20,308



19
%Insurance agency commissions


55,486



50,511



50,311



4,975



10
%


200



0
%Merchant and electronic banking
    income, net


68,556



58,903



50,564



9,653



16
%


8,339



16
%Wealth management services


45,630



42,183



39,788



3,447



8
%


2,395



6
%Bank-owned life insurance


32,078



24,207



23,282



7,871



33
%


925



4
%Investment planning services


20,916



19,292



19,418



1,624



8
%


(126
)


(1
)%Net securities (losses) gains


623



(93,070
)


(7,701
)


93,693



101
%


(85,369
)


NMLoans held for sale 
    Lower of cost or market adjustment






(7,114
)






7,114



NM



(7,114
)


NMChange in unrealized loss on
    derivatives






5,943







(5,943
)


NM



5,943



NMOther noninterest income:Loan fee income


55,716



31,456



26,453



24,260



77
%


5,003



19
%Income on restricted stock


19,390



11,061



6,157



8,329



75
%


4,904



80
%Mortgage banking services income


6,023



9,718



6,562



(3,695
)


(38
)%


3,156



48
%Venture capital write-downs


1,523



(106
)


(2,880
)


1,629



NM



2,774



96
%Covered call premiums


1,344



8,517



18,024



(7,173
)


(84
)%


(9,507
)


(53
)%Miscellaneous income


25,979



15,467



6,657



10,512



68
%


8,810



NMTotal other noninterest income


109,975



76,113



60,973



33,862



44
%


15,140



25
%Total

$
502,043


$
306,597


$
345,956


$
195,446



64
%

$
(39,359
)


(11
)%        28




---



##### Table of Contents



29




---



##### Table of Contents



Noninterest
    Expense
  Table
    8  Noninterest Expense
    ChangeSuccessor


Combined


Predecessor


2006-2005


2005-20042006


2005


2004


Amount


Percent


Amount


PercentNoninterest expense:Compensation and employee benefits

$
512,871


$
408,927


$
356,611


$
103,944



25
%

$
52,316



15
%Occupancy


104,952



70,482



63,892



34,470



49
%


6,590



10
%Equipment


65,102



51,797



48,480



13,305



26
%


3,317



7
%Data processing


61,004



46,020



43,141



14,984



33
%


2,879



7
%Advertising and marketing


41,616



30,381



25,550



11,235



37
%


4,831



19
%Amortization of identifiable
    intangible assets


156,145



105,087



8,627



51,058



49
%


96,460



NMMerger and restructuring costs


59,688



42,679



49,635



17,009



40
%


(6,956
)


(14
)%Prepayment penalties on borrowings






6,303



61,546



(6,303
)


(100
)%


(55,243
)


(90
)%Other noninterest expense:Professional fees


28,030



22,685



21,922



5,345



24
%


763



3
%Telephone


17,974



12,998



14,717



4,976



38
%


(1,719
)


(12
)%Office supplies


13,354



12,741



10,638



613



5
%


2,103



20
%Postage and freight


14,813



11,256



10,657



3,557



32
%


599



6
%Courier


10,931



6,824



6,326



4,107



60
%


498



8
%Miscellaneous loan costs


4,880



5,529



4,930



(649
)


(12
)%


599



12
%Deposits and other assessments


5,119



4,220



3,756



899



21
%


464



12
%Collection and carrying costs of
    non-performing assets


2,340



2,447



2,717



(107
)


(4
)%


(270
)


(10
)%Miscellaneous


46,141



30,452



31,956



15,689



52
%


(1,504
)


(5
)%Total other noninterest expense


143,582



109,152



107,619



34,430



32
%


1,533



1
%Total

$
1,144,960


$
870,828


$
765,101


$
274,132



31
%

$
105,727



14
%            30




---



##### Table of Contents



Discontinued
    Operations
    Taxes
  Table
    9  Income Tax Expense
    ChangeSuccessor


Combined


Predecessor


2006-2005


2005-20042006


2005


2004


Amount


Percent


Amount


PercentIncome tax expense

$
157,190


$
142,428


$
163,097


$
14,762



(10
)%

$
(20,669
)


(13
)%      31




---



##### Table of Contents



Comprehensive
    Income
  Table
    10  Comprehensive Income
    ChangeSuccessor


Combined


Predecessor


2006-2005


2005-20042006


2005


2004


Amount


Percent


Amount


PercentNet income

$
339,131


$
273,978


$
304,643


$
65,153



24
%

$
(30,665
)


(10
)%Other comprehensive income,
    net of tax:Net change in unrealized gains
    (losses) on securities


(1,785
)


(10,627
)


(7,231
)


8,842



(83
)%


(3,396
)


(47
)%Net change in deferred and
    unrealized gains (losses) on cash flow hedges


9,121



(28,665
)


146



37,786



NM



(28,811
)


NMChange in minimum pension liability










(1,079
)










1,079



100
%Comprehensive income

$
346,467


$
234,686


$
296,479


$
111,781



48
%

$
(61,793
)


(21
)%             Segment
    Reporting
   32




---



##### Table of Contents



Table
    11  Business Segment Information
    Year Ended December 31, 2006 (Successor)Community


Insurance


Investment


WealthBanking


Agency


Planning


Management


TotalNet interest income (expense)

$
1,185,914


$
(362
)

$
785


$
(862
)

$
1,185,475Provision for loan and lease losses


44,573















44,573Net interest income (expense)
    after provision for loan and lease losses


1,141,341



(362
)


785



(862
)


1,140,902Noninterest income


372,344



59,508



20,915



49,276



502,043Noninterest expense:Compensation and employee benefits


449,830



32,562



15,137



15,342



512,871Occupancy and equipment


160,700



5,640



1,300



2,414



170,054Data processing


57,545



(5
)


133



3,331



61,004Advertising and marketing


40,606



413



177



420



41,616Amortization of intangibles


155,668



477











156,145Merger and restructuring costs


58,615



1,073











59,688Other


131,265



5,857



2,221



4,239



143,582Total noninterest expense


1,054,229



46,017



18,968



25,746



1,144,960Pre-tax income

$
459,456


$
13,129


$
2,732


$
22,668


$
497,985Total assets at December 31,
    2006

$
39,961,855


$
95,159


$
8,443


$
96,606


$
40,162,063Net interest income and
    noninterest income as a percent of total income


92.3
%


3.5
%


1.3
%


2.9
%


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


92.3
%


2.6
%


0.6
%


4.6
%


100.0
%Percent of assets to total
    consolidated assets


99.5
%


0.2
%


0.0
%


0.2
%


100.0
%   33




---



##### Table of Contents



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
%  34




---



##### Table of Contents



Fourth
    Quarter Summary
    Table
    12  Fourth Quarter Summary
  SuccessorThree Months Ended December 31,


Change2006


2005


Amount


PercentCondensed Income
    StatementNet interest income

$
295,134


$
243,440


$
51,694



21
%Provision for loan and lease losses


15,200



6,000



9,200



153
%Net interest income after loan and
    lease losses provision


279,934



237,440



42,494



18
%Noninterest income(1)


128,831



60,097



68,734



114
%Noninterest expense


287,821



215,657



72,164



33
%Income before income taxes


120,944



81,880



39,064



48
%Provision for income taxes


35,997



26,315



9,682



37
%Income from continuing operations


84,947



55,565



29,382



53
%Discontinued operations:Loss from discontinued operations


(3,650
)






(3,650
)


NMIncome tax benefit


2,141







2,141



NMLoss from discontinued operations,
    net of tax


(1,509
)






(1,509
)


NMNet income

$
83,438


$
55,565


$
27,873



50
%Per Common
    ShareBasic earnings per share:Income from continuing operations

$
0.38


$
0.32


$
0.06



19
%Loss from discontinued operations

$
(0.01
)





$
(0.01
)


Net income

$
0.37


$
0.32


$
0.05



16
%Diluted earnings per share:Income from continuing operations

$
0.37


$
0.32


$
0.05



16
%Loss from discontinued operations

$
(0.01
)





$
(0.01
)


Net income

$
0.36


$
0.32


$
0.04



13
%Financial RatiosReturn on average assets(2)


0.83
%


0.69
%


14
bpReturn on average equity (2)


3.99
%


3.42
%


57
bpNet interest rate spread (2)


3.40
%


3.57
%


(17
)bpNet interest margin (fully-taxable
    equivalent)(2)


3.95
%


3.96
%


(1
)bpNoninterest income as a percent of
    total income


30.39
%


19.80
%


1059
bpEfficiency ratio(3)


67.89
%


71.05
%


(316
)bp       (1)
    
    Noninterest income included net securities losses of
    $45 million in the fourth quarter of 2005 as part of a
    balance sheet restructuring program(2)
    
    Annualized.(3)
    
    Represents noninterest expense as a percentage of net interest
    income and noninterest income including net securities
    gains/losses 35




---



##### Table of Contents



Comparison
    of 2005 and 2004
   36




---



##### Table of Contents



Financial
    Condition
     37




---



##### Table of Contents



Securities
    Purchased under Agreements to Resell
    Investment
    Securities
       38




---



##### Table of Contents



Table
    13  Investment Securities
    Successor


Successor


PredecessorDecember 31, 2006


December 31, 2005


December 31, 2004% of





% of





% ofAmount


Total


Amount


Total


Amount


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

$
399,360



15.79
%

$
2,171



0.05
%

$
528,973



7.86
%Tax-exempt bonds and notes


403,857



15.97
%


197,650



4.45
%


166,901



2.48
%Other bonds and notes


171,128



6.77
%


229,084



5.16
%


285,742



4.25
%Mortgage-backed securities


1,460,183



57.74
%


3,752,710



84.52
%


5,130,478



76.26
%Collateralized mortgage obligations


71,725



2.84
%


240,945



5.42
%


599,304



8.91
%Total debt securities


2,506,253



99.11
%


4,422,560



99.60
%


6,711,398



99.76
%Other equity securities


22,611



0.89
%


17,552



0.40
%


16,456



0.24
%Total securities available for sale


2,528,864



100.00
%


4,440,112



100.00
%


6,727,854



100.00
%Net unrealized gain (loss)


(22,976
)






(20,235
)






669Fair value of securities available
    for sale

$
2,505,888






$
4,419,877






$
6,728,523Securities held to maturity:Collateralized mortgage obligations

$
48,457






$
64,126






$
87,013Amortized cost of securities held
    to maturity

$
48,457






$
64,126






$
87,013Fair value of securities held to
    maturity

$
49,491






$
64,487






$
87,507Excess of fair value over recorded
    value

$
1,034






$
361






$
494Fair value as a % of amortized cost


102.1
%






100.6
%






100.6
%  39




---



##### Table of Contents



Table
    14  Maturities of Debt Securities
    SuccessorAmortized Cost Maturing inLess Than 1 Year


1 to 5 Years


5 to 10 Years


More than 10 Years


TotalAmount


Yield


Amount


Yield


Amount


Yield


Amount


Yield


Amount


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

$







$
399,360



4.85
%

$







$







$
399,360



4.85
%Tax-exempt bonds and notes


333,154



3.84
%


5,387



3.38
%


10,957



3.86
%


54,361



3.38
%


403,859



3.77
%Other bonds and notes


5,351



4.42
%


15,482



4.96
%


1



4.00
%


150,292



6.18
%


171,126



6.02
%338,505







420,229







10,958







204,653







974,345Mortgage-backed securities(1)


324



3.72
%


10,383



4.42
%


46,274



4.54
%


1,403,202



5.20
%


1,460,183



5.17
%Collateralized mortgage
    obligations(1)










897



4.86
%










70,828



4.60
%


71,725



4.61
%Total

$
338,829



3.85
%

$
431,509



4.82
%

$
57,232



4.41
%

$
1,678,683






$
2,506,253



4.93
%Held to Maturity:Collateralized mortgage
    obligations(1)

$







$







$







$
48,457



7.05
%

$
48,457



7.05
%     (1)
    
    For amortizing securities, the entire obligation is included in
    the maturity category corresponding to the final contractual
    payment date.  Loans
   40




---



##### Table of Contents



Table
    15  Composition of Loan and Lease Portfolio
    Successor


Successor


Predecessor


Predecessor


PredecessorDecember 31, 2006


December 31, 2005


December 31, 2004


December 31, 2003


December 31, 2002% of





% of





% of





% of





% ofAmount


Loans


Amount


Loans


Amount


Loans


Amount


Loans


Amount


LoansResidential real estate loans

$
2,667,448



10.48
%

$
2,878,323



14.31
%

$
3,081,217



16.57
%

$
2,710,483



16.58
%

$
2,382,197



16.95
%Commercial real estate loans:Permanent first mortgage loans


7,272,894



28.56
%


5,779,662



28.73
%


5,297,812



28.49
%


4,696,428



28.73
%


4,151,674



29.54
%Construction and development loans


1,476,993



5.80
%


997,175



4.95
%


951,701



5.12
%


832,434



5.09
%


640,375



4.55
%Total


8,749,887



34.36
%


6,776,837



33.68
%


6,249,513



33.61
%


5,528,862



33.82
%


4,792,049



34.09
%Commercial business loans
    and leasesCommercial business loans


6,414,857



25.19
%


4,180,449



20.78
%


3,838,366



20.64
%


3,188,504



19.51
%


2,865,617



20.39
%Commercial business leases


119,935



0.47
%


97,599



0.48
%


90,228



0.49
%


98,590



0.60
%


102,857



0.73
%Total


6,534,792



25.66
%


4,278,048



21.26
%


3,928,594



21.13
%


3,287,094



20.11
%


2,968,474



21.12
%Consumer loans and leases


7,046,638



27.68
%


6,186,519



30.75
%


5,333,670



28.69
%


4,819,523



29.49
%


3,913,288



27.84
%Credit card receivables


462,736



1.82
%






























Total loans and leases receivable

$
25,461,501



100.00
%

$
20,119,727



100.00
%

$
18,592,994



100.00
%

$
16,345,962



100.00
%

$
14,056,008



100.00
%   Table
    16  Scheduled Contractual Amortization of Certain
    Loans and Leases at December 31, 2006
    CommercialReal Estate


CommercialConstruction and


Business LoansDevelopment Loans


and Leases


TotalAmounts due:Within one year

$
1,031,177


$
3,922,840


$
4,954,017After one year through five years


332,886



1,652,125



1,985,011Beyond five years


112,930



959,827



1,072,757Total

$
1,476,993


$
6,534,792


$
8,011,785Interest rate terms on amounts due
    after one year:Fixed

$
48,509


$
1,290,908


$
1,339,417Adjustable


397,307



1,321,044



1,718,351  41




---



##### Table of Contents



Table
    17  Average Loans and Leases
    Successor


SuccessorYear Ended


Year EndedDecember 31,


December 31,


Change2006


2005


Amount


PercentResidential real estate mortgages

$
2,849,522


$
3,439,050


$
(589,528
)


(17
)%Commercial real estate mortgages


8,628,964



6,662,952



1,966,012



30
%Commercial business loans and
    leases


6,289,364



4,135,985



2,153,379



52
%Consumer loans and leases


7,088,061



5,810,028



1,278,033



22
%Credit card receivables


380,719







380,719



Total average loans and leases

$
25,236,630


$
20,048,015


$
5,188,615



26
%              42




---



##### Table of Contents



Table
    18  Composition of Consumer Loans and
    Leases
    Successor


SuccessorDecember 31, 2006


December 31, 2005


Change% of





% of


2006-2005Amount


Total


Amount


Total


Amount


PercentHome equity loans and lines

$
4,181,249



59.34
%

$
3,648,033



58.96
%

$
533,216



14.62
%Automobile


2,555,083



36.26
%


2,020,774



32.66
%


534,309



26.44
%Education


77,432



1.10
%


202,044



3.27
%


(124,612
)


(61.68
)%Mobile home


84,200



1.19
%


88,519



1.43
%


(4,319
)


(4.88
)%Other


148,674



2.11
%


227,149



3.68
%


(78,475
)


(34.55
)%Total

$
7,046,638



100.00
%

$
6,186,519



100.00
%

$
860,119



13.90
%   Deposits
         43




---



##### Table of Contents



Table
    19  Change in Average Deposit Balances by Category of
    Deposit
    Successor


CombinedYear Ended


Year EndedDecember 31,


December 31,


Change2006


2005


Amount


PercentInterest-bearing deposits:Money market and NOW accounts

$
9,730,922


$
8,105,948


$
1,624,974



20
%Savings accounts


3,969,130



2,650,297



1,318,833



50
%Certificates of deposit


6,815,269



4,838,189



1,977,080



41
%Brokered deposits


232,861



66,709



166,152



NMForeign branch deposits


52,181







52,181



NMTotal interest-bearing deposits


20,800,363



15,661,143



5,139,220



33
%Noninterest-bearing deposits


5,585,254



4,420,826



1,164,428



26
%Total average deposits

$
26,385,617


$
20,081,969


$
6,303,648



31
%       Table
    20  Maturity of Certificates of Deposits of $100,000
    or more
    SuccessorDecember 31,2006Balance


Percent3 months or less

$
1,039,485



36
%Over 3 to 6 months


1,015,938



36
%Over 6 to 12 months


406,893



14
%More than 12 months


411,632



14
%$
2,873,948



100
%   Other
    Funding Sources
         44




---



##### Table of Contents



Table
    21  Subordinated Debt
    Balance at


Interest


MaturityIssuance Date

12/31/2006


Rate


DateSeptember 20, 2005

$
231,680
(1)


5.05
%


9/20/2022May 6, 2002


219,881



7.00
%


5/6/2012June 22, 2001


220,313



7.63
%


6/15/2011$
671,874     (1)
    
    Issued Can$270 million and unconditionally guaranteed by
    The Toronto-Dominion Bank.    Off-Balance
    Sheet Arrangements
     45




---



##### 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

$
1,417,700


$
32,402


$
181,568


$
244,261


$
959,469Capital lease obligations


5,881



330



1,280



1,586



2,685Total long-term debt


1,423,581



32,732



182,848



245,847



962,154Operating lease obligations


212,464



41,155



70,108



41,260



59,941Pension plan contribution(2)


40,000



40,000











Other benefit plan
    payments  estimated


174,280



12,366



27,324



30,916



103,674Other vendor obligations(3)


71,542



7,811



6,405



6,696



50,630Total contractual obligations

$
1,921,867


$
134,064


$
286,685


$
324,719


$
1,176,399     (1)
    
    Other liabilities are short-term in nature, except for
    liabilities related to employee benefit plans.(2)
    
    Funding requirements for pension benefits after 2007 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.  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

$
7,579,553


$
2,894,394


$
738,248


$
424,736


$
3,522,175Standby letters of credit


681,131



173,774



113,707



165,158



228,492Commercial letters of credit


56,600



36,460



1,436



16,573



2,131Commitments to originate loans


2,838,485



1,684,821



670,278



152,476



330,910Other commitments


231,123



20,328



5,103



3,777



201,915Total commitments

$
11,386,892


$
4,809,777


$
1,528,772


$
762,720


$
4,285,623   46




---



##### 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)

$
1,650,649


$
14,445


$
163,089


$
254,701


$
1,218,414Interest rate swaps with dealers(2)


1,650,649



14,445



163,089



254,701



1,218,414Interest rate caps with commercial
    borrowers


48,411







24,680



4,163



19,568Interest rate caps with dealers


48,411







24,680



4,163



19,568Cross currency swap(3)


228,620















228,620Total return swap(4)


20,031







20,031







Interest rate swaps


1,120,000



700,000



75,000







345,000Interest rate floors purchased


2,000,000







2,000,000







Interest rate floors written


(2,000,000
)






(2,000,000
)






Forward commitments to sell loans


15,958



15,958











Foreign currency rate contracts(5):Forward contracts with customers


125,121



74,119



49,151



1,851



Forward contracts with dealers


125,121



74,119



49,151



1,851



Foreign exchange options:Options with customers


1,410



1,410











Options with dealers


1,410



1,410











Rate-locked loan commitments


6,439



6,439











     (1)
    
    Swaps with commercial loan customers (TD Banknorth receives
    fixed, pays variable).(2)
    
    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)
    
    Swap to hedge restricted stock units tied to the price of The
    Toronto-Dominion Bank common shares.  Risk
    Management
  and/or
   47




---



##### Table of Contents



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


SuccessorDecember 31, 2006


December 31, 2005Percent


Percent





Percent


PercentAmount


of Loans


Nonperforming


Amount


of Loans


NonperformingResidential real estate loans

$
2,667,448



10
%


0.51
%

$
2,878,323



14
%


0.28
%Commercial real estate loans


8,749,887



34
%


0.61
%


6,776,837



34
%


0.37
%Commercial business loans and
    leases


6,534,792



26
%


0.81
%


4,278,048



21
%


0.47
%Consumer loans and leases


7,046,638



28
%


0.17
%


6,186,519



31
%


0.12
%Credit card receivables


462,736



2
%














$
25,461,501



100
%


0.52
%

$
20,119,727



100
%


0.30
%   (one-to-four
     48




---



##### Table of Contents



Nonperforming
    Assets
   49




---



##### Table of Contents



Table
    24  Five-Year Schedule of Nonperforming
    Assets
    Successor


Successor


PredecessorDecember 31,


December 31,


December 31,


December 31,


December 31,2006


2005


2004


2003


2002Nonaccrual loansResidential real estate loans

$
13,607


$
7,970


$
7,846


$
7,157


$
5,781Commercial real estate loans(1)


53,345



25,219



29,948



19,700



17,649Commercial business loans and
    leases(2)


52,758



20,211



32,421



24,412



32,693Consumer loans and leases


11,667



7,165



7,344



8,493



9,194Total nonaccrual loans and leases


131,377



60,565



77,559



59,762



65,317Other nonperforming assets:Other real estate owned, net of
    related reserves


397



234



1,878



529



100Repossessions, net of related
    reserves


617



736



1,666



2,812



3,536Total


1,014



970



3,544



3,341



3,636Total nonperforming assets

$
132,391


$
61,535


$
81,103


$
63,103


$
68,953Accruing loans 90 days or
    more overdue:Credit card receivables

$
8,486


$



$



$



$
Other loans


8,211



6,887



5,254



4,915



3,373Total accruing loans and leases
    90 days or more overdue

$
16,697


$
6,887


$
5,254


$
4,915


$
3,373Total nonperforming loans as a
    percentage of total loans and leases(3)


0.52
%


0.30
%


0.42
%


0.37
%


0.46
%Total nonperforming assets as a
    percentage of total assets


0.33
%


0.19
%


0.28
%


0.24
%


0.29
%Total nonperforming assets as a
    percentage of total loans and leases(3) and other
    nonperforming assets


0.52
%


0.31
%


0.44
%


0.39
%


0.49
%     (1)
    
    In connection with the accounting for The Toronto-Dominion
    Banks acquisition of a majority interest in us, 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s acquisition of a majority interest in us, 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.   50




---



##### Table of Contents



and/or
  Net
    Charge-offs
   51




---



##### Table of Contents



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


Combined


PredecessorDecember 31,


December 31,


December 31,


December 31,


December 31,2006


2005


2004


2003


2002Allowance at the beginning of period

$
223,030


$
243,152


$
232,287


$
208,273


$
189,837Additions due to acquisitions


52,563



14,494



13,665



19,008



12,794Charge-offs:Residential real estate mortgages(1)


244



263



613



197



(138
)Commercial real estate mortgages


2,260



8,193



17



577



1,290Commercial business loans and leases


14,351



11,351



20,159



16,272



24,455Consumer loans and leases


27,966



27,247



29,898



32,563



26,395Credit card receivables


17,019















Total loans and leases charged off


61,840



47,054



50,687



49,609



52,002Recoveries:Residential real estate mortgages


281



255



2,741



64



122Commercial real estate mortgages


1,308



2,929



54



1,761



117Commercial business loans and leases


7,710



6,615



6,452



6,367



8,972Consumer loans and leases


8,391



5,908



4,900



4,122



4,119Credit card receivables


3,622















Total loans and leases recovered


21,312



15,707



14,147



12,314



13,330Net charge-offs


40,528



31,347



36,540



37,295



38,672Transfer for off-balance sheet loan
    commitments(2)










(6,600
)






Provision for loan and lease losses


44,573



17,166



40,340



42,301



44,314Specific reserves applied to reduce
    impaired loan carrying values(3)






(20,435
)










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

$
279,638


$
223,030


$
243,152


$
232,287


$
208,273Total allowance for credit losses:Allowance for loan and lease losses

$
279,638


$
223,030


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


9,107



7,907



6,600Total allowance for credit losses

$
288,745


$
230,937


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


0.16
%


0.16
%


0.21
%


0.24
%


0.29
%Ratio of allowance for credit
    losses to total portfolio loans and leases at end of period(2)


1.13
%


1.15
%


1.34
%


1.42
%


1.48
%Ratio of allowance for credit
    losses to nonperforming loans and leases at end of period


219.78
%


381.30
%


322.02
%


388.69
%


318.86
%Ratio of net chargeoffs
    (recoveries) as a percent of outstanding average loans and
    leases(4)Residential real estate mortgages


0.00
%


0.00
%


(0.07
)%


0.00
%


(0.01
)%Commercial real estate mortgages


0.01
%


0.08
%


0.00
%


(0.02
)%


0.03
%Commercial business loans and leases


0.11
%


0.11
%


0.37
%


0.31
%


0.58
%Consumer loans and leases


0.28
%


0.37
%


0.49
%


0.64
%


0.61
%Credit card receivables


3.52
%


0.00
%


0.00
%


0.00
%


0.00
%Total portfolio loans and leases at
    end of period(4)

$
25,461,500


$
20,119,727


$
18,592,994


$
16,345,962


$
14,056,008Total nonperforming loans and
    leases at end of period


131,377



60,565



77,559



59,762



65,317Average loans and leases
    outstanding during the period(4)


25,217,139



19,883,870



17,697,737



15,574,078



13,182,785    (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.(2)
    
    During 2004, we reclassified the
    portion of our allowance for loan and lease losses related to
    unfunded credit commitments to a separate liability account.(3)
    
    In connection with The
    Toronto-Dominion Banks acquisition of a majority interest
    in us, $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. 52




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##### Table of Contents



Table
    26  Foregone Interest
    Successor


Combined


Predecessor2006


2005


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

$
13,454


$
7,074


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


(6,943
)


(2,785
)


(3,291
)Foregone interest

$
6,511


$
4,289


$
4,133   Potential
    Problem Loans
    Analysis
    and Determination of the Allowance for Loan and Lease
    Losses
       53




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##### Table of Contents



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


Successor


Predecessor


Predecessor


PredecessorDecember 31, 2006


December 31, 2005


December 31, 2004


December 31, 2003


December 31, 2002Percent 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

$
6,873



10.48
%

$
6,112



14.31
%

$
6,705



16.57
%

$
6,850



16.58
%

$
5,800



16.95
%Commercial real estate loans


131,258



34.37
%


114,220



33.68
%


103,530



33.61
%


115,333



33.82
%


102,294



34.09
%Commercial business loans and leases


70,480



25.66
%


55,642



21.26
%


87,483



21.13
%


70,383



20.11
%


63,940



21.12
%Consumer loans and leases


47,158



27.67
%


47,056



30.75
%


45,434



28.69
%


39,721



29.49
%


36,239



27.84
%Credit card receivables


23,869



1.82
%






0.00
%






0.00
%






0.00
%






0.00
%$
279,638



100.00
%

$
223,030



100.00
%

$
243,152



100.00
%

$
232,287



100.00
%

$
208,273



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


Successor


PredecessorDecember 31,


December 31,


December 31,2006


2005


2004Residential real estate loans

$
6,873


$
6,112


$
6,705Specifically evaluated commercial
    real estate and commercial business loans and leases


131,258



7,281



44,671Other commercial real estate and
    commercial business loans and leases


70,480



162,581



146,342Consumer loans and leases


47,158



47,056



45,434Credit card receivables


23,869







$
279,638


$
223,030


$
243,152   Asset-Liability
    Management
  day-to-day
  Managing
    Interest Rate Risk
   54




---



##### Table of Contents




    Evaluating and managing the impact of rising or falling interest
    rates on NII and economic value;
    Measuring the contribution of each banking product on a
    risk-adjusted, fully-hedged basis, including the impact of
    derivative financial instruments; and
    Developing and implementing strategies to reduce the volatility
    of net income from all personal and commercial banking products.    Assessment
    and Measurement of Economic Value at Risk (EVaR)
    Table
    29  Economic Value at Risk
    December 31, 2006


December 31, 2005(1)$ Change


% Change


$ Change


% Change100 basis point rate increase

$
(5,389
)


(0.30
)%

$
20,150



1.21
%100 basis point rate decrease


(23,043
)


(1.10
)%


(50,700
)


(3.05
)%Policy limit


(64,000
)


(3.00
)%


(50,000
)


(3.00
)%     (1)
    
    Provided for comparison only. New method adopted in 2006.  Assessment
    and Measurement of Earnings at Risk (EaR)
     55




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##### Table of Contents



Derivative
    Instruments
  Purpose
    and Benefits
      Table
    30  Derivative Positions
    Asset-Liability
    Management Positions
  Notional Amount Maturing





FairDecember 31, 2006 (Successor)

2007


2008


2009


2010


Thereafter


Total


ValueCross currency swap(1)

$



$



$



$



$
228,620


$
228,620


$
7,881Total return swap(2)






20,031















20,031



3,106Interest rate swaps


700,000



45,000



30,000







345,000



1,120,000



(822
)Interest rate floors purchased










2,000,000











2,000,000



2,634Interest rate floors written










(2,000,000
)










(2,000,000
)


(2,634
)Forward commitments to sell loans


15,598



















15,598



   Customer-related
    Positions
  Notional Amount Maturing





FairDecember 31, 2006 (Successor)

2007


2008


2009


2010


Thereafter


Total


ValueInterest rate contracts:Receive fixed, pay variable

$
14,445


$
87,932


$
99,836


$
125,701


$
1,371,147


$
1,699,061


$
6,188Pay fixed, receive variable


14,445



87,932



99,836



125,701



1,371,147



1,699,061



(6,188
)Foreign currency rate contracts:Forward contracts with customers


74,119



42,077



7,074



1,851







125,121



33Forward contracts with dealers


74,119



42,077



7,074



1,851







125,121



(33
)Foreign exchange options to
    purchase


1,410



















1,410



6Foreign exchange options to sell


1,410



















1,410



(6
)Rate-locked loan commitments(3)


6,439



















6,439



7     (1)
    
    Swap on subordinated debt issued in Canadian dollars in
    September 2005.(2)
    
    Swap to hedge restricted stock units tied to the price of The
    Toronto-Dominion Bank common shares.(3)
    
    No value has been assigned to potential mortgage servicing
    rights related to rate-locked loan commitments. 56




---



##### Table of Contents



Customer-related
    Positions
  variable-to-fixed
  Foreign
    Exchange or Market Risk
    and/or
  Liquidity
       57




---



##### Table of Contents



Banking
    Subsidiary
          90-day
     58




---



##### Table of Contents



Capital
               59




---



##### Table of Contents



Table
    31  Capital Securities
    JuniorIssuance


Capital


Common


Subordinated


Stated


Maturity


CallName

Date


Securities


Securities


Debentures(1)


Rate


Date


DateCCBT Statutory Trust I


7/31/2001


$
5,000



155



5,155



8.96%



7/31/2031



1/31/2007Peoples Heritage Capital
    Trust I


1/31/1997



63,775


$
3,093


$
66,868



9.06%



2/1/2027



2/1/2007HUBCO Capital Trust I


1/31/1997



45,000



1,547



46,547



8.98%



2/1/2027



2/1/2007Banknorth Capital Trust II


2/22/2002



200,000



6,186



206,186



8.00%



4/1/2032



4/1/2007Banknorth Capital Trust I


5/1/1997



28,000



928



28,928



10.52%



5/1/2027



5/1/2007Hudson United Capital Trust I


3/31/2003



20,000



619



20,619



6.85%



4/15/2033



4/15/2008Hudson United Capital Trust II


3/28/2003



15,000



464



15,464



6.45%



4/10/2033



4/24/2008HUBCO Capital Trust II


6/19/1998



50,000



1,547



51,547



7.65%



6/15/2028



6/15/2008Hudson United Statutory Trust I


3/17/2004



20,000



619



20,619



8.15%



3/17/2034



3/17/2009BFD Preferred Capital Trust I


7/12/2000



10,000



309



10,309



11.30%



7/19/2030



7/19/2010BFD Preferred Capital Trust II


9/19/2000



22,000



681



22,681



10.88%



10/1/2030



10/1/2010Ipswich Statutory Trust I


2/22/2001



3,500



109



3,609



10.20%



2/22/2031



2/22/2011$
482,275


$
16,257



498,532Unamortized fair value adjustment














18,858$
517,390     (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
   60




---



##### 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. 61




---



##### Table of Contents



Accounting
    for Acquisitions and Review of Goodwill and Other Intangible
    Assets
    Accounting
    for Pension Plans
          Accrued
    Income Taxes
   62




---



##### Table of Contents



Accounting
    for Derivatives and Hedging Activities
    Accounting
    Changes
    Forward
    Looking Statements
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk   63




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##### Table of Contents



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


SuccessorDecember 31,


December 31,2006


2005(In thousands, except share data)AssetsCash and due from banks

$
906,553


$
758,751Federal funds sold and other
    short-term investments


471,028



10,507Securities purchased under
    agreements to resell


1,789,766



Securities available for sale, at
    market value


2,505,888



4,419,877Securities held to maturity (fair
    value of $49,491 in 2006 and $64,487 in 2005


48,457



64,126Loans held for sale (fair value
    $19,135 in 2006 and $31,540 in 2005)


19,112



31,398Loans and leases:Residential real estate mortgages


2,667,448



2,878,323Commercial real estate mortgages


8,749,887



6,776,837Commercial business loans and leases


6,534,792



4,278,048Consumer loans and leases


7,046,638



6,186,519Credit card receivables


462,736



Total loans and leases


25,461,501



20,119,727Less: Allowance for loan and lease
    losses


279,638



223,030Net loans and leases


25,181,863



19,896,697Premises and equipment, net


486,143



331,912Goodwill


6,022,534



4,547,604Identifiable intangible assets


727,596



668,365Bank-owned life insurance


791,489



572,847Other assets


1,208,656



793,269Total assets

$
40,159,085


$
32,095,353Liabilities and
    Shareholders EquityDeposits:Savings accounts

$
3,685,872


$
2,653,233Money market and NOW accounts


9,654,755



7,819,812Certificates of deposit


7,393,218



5,132,117Brokered deposits


227,545



63,953Deposits in foreign
    office  interest bearing


153,237



Noninterest-bearing deposits


5,890,139



4,603,533Total deposits


27,004,766



20,272,648Short-term borrowings


2,223,512



3,685,540Long-term debt


1,423,581



1,238,430Deferred tax liability on
    identifiable intangible assets


286,069



261,932Other liabilities


899,112



152,930Total liabilities


31,837,040



25,611,480Commitments 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  250,910,577 in 2006 and 188,426,630 in 2005)


2,509



1,884Common stock, Class B (par
    value $0.01 per share, authorized and issued 1 share
    in 2006 and 2005)






Paid-in capital


8,743,938



6,833,677Retained earnings


290,185



152,494Unearned compensation






(1,131
)Treasury stock, at cost
    (22,030,878 shares in 2006 and 14,761,415shares in 2005)


(686,073
)


(469,010
)Accumulated other comprehensive loss


(28,514
)


(34,041
)Total shareholders equity


8,322,045



6,483,873Total liabilities and
    shareholders equity

$
40,159,085


$
32,095,353    64




---



##### Table of Contents



TD
    BANKNORTH INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  Successor


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31,


December 31,


February 28,


December 31,2006


2005


2005


2004(In thousands, except per share data)Interest and dividend income:Interest and fees on loans and
    leases

$
1,705,452


$
993,584


$
176,949


$
933,833Interest and dividends on securities


251,429



178,976



51,183



317,015Total interest and dividend income


1,956,881



1,172,560



228,132



1,250,848Interest expense:Interest on deposits


562,019



197,902



30,694



161,004Interest on borrowed funds


209,387



141,639



32,654



162,619Total interest expense


771,406



339,541



63,348



323,623Net interest income


1,185,475



833,019



164,784



927,225Provision for loan and lease losses


44,573



16,097



1,069



40,340Net interest income after provisionfor loan and lease losses


1,140,902



816,922



163,715



886,885Noninterest income:Deposit services


168,779



111,270



18,359



109,321Insurance agency commissions


55,486



42,259



8,252



50,311Merchant and electronic banking
    income, net


68,556



51,152



7,751



50,564Wealth management services


45,630



35,224



6,959



39,788Bank-owned life insurance


32,078



20,038



4,169



23,282Investment planning services


20,916



16,477



2,815



19,418Net securities gains (losses)


623



(46,522
)


(46,548
)


(7,701
)Loans held for sale 
    lower of cost or market adjustment






386



(7,500
)


Change in unrealized loss on
    derivatives






5,943







Other noninterest income


109,975



67,009



9,104



60,973502,043



303,236



3,361



345,956Noninterest expense:Compensation and employee benefits


512,871



340,950



67,977



356,611Occupancy


104,952



59,071



11,411



63,892Equipment


65,102



43,357



8,440



48,480Data processing


61,004



38,787



7,233



43,141Advertising and marketing


41,616



26,008



4,373



25,550Amortization of identifiable
    intangible assets


156,145



103,526



1,561



8,627Merger and restructuring costs


59,688



15,415



27,264



49,635Prepayment penalties on borrowings






3



6,300



61,546Other noninterest expense


143,582



93,265



15,887



107,6191,144,960



720,382



150,446



765,101Income before income tax expense


497,985



399,776



16,630



467,740Provision for income taxes


157,190



136,246



6,182



163,097Income from continuing operations


340,795



263,530



10,448



304,643Discontinued operationsLoss from discontinued operations


(8,173
)










Income tax benefit


6,509











Loss from discontinued operations,
    net of tax


(1,664
)










Net income

$
339,131


$
263,530


$
10,448


$
304,643Basic earnings per share:Income from continuing operations

$
1.53


$
1.51


$
0.06


$
1.78Loss from discontinued operations,
    net of tax


(0.01
)










Net income

$
1.52


$
1.51


$
0.06


$
1.78Diluted earnings per share:Income from continuing operations

$
1.52


$
1.51


$
0.06


$
1.75Loss from discontinued operations,
    net of tax


(0.01
)










Net income

$
1.51


$
1.51


$
0.06


$
1.75Weighted average shares outstanding:Basic


223,733



174,293



184,964



170,766Dilutive effect of stock options


939



780



1,783



3,392Diluted


224,672



175,073



186,747



174,158    65




---



##### Table of Contents



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











Unearned





OtherShares


Par


Paid-in


Retained


Compen-


Treasury


ComprehensiveOutstanding


Value


Capital


Earnings


sation


Stock


Income (Loss)


Total(In thousands)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


$
0


$
(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
)


6,483,873Net income














339,131















339,131Change in unrealized losses on
    securities, net of reclassification adjustment net of tax


























(1,785
)


(1,785
)Change in unrealized gains on cash
    flow hedges, net of reclassification adjustment net of tax


























9,121



9,121Comprehensive income






























346,467Adjustment to initially apply FASB
    Statement No. 158, net of tax


























(1,809
)


(1,809
)Common stock issued for acquisitions


32,859



329



965,065



















965,394Common stock issued to The
    Toronto-Dominion Bank for acquisitions


29,625



296



941,494



















941,790Treasury stock issued for employee
    benefit plans, including tax benefit of $1.0 million


1,231







(4,150
)










38,407







34,257Stock option compensation expense










7,852



















7,852Treasury stock purchased


(8,500
)


















(255,470
)






(255,470
)Decrease in unearned compensation


















1,131











1,131Cash dividends declared
    ($0.88 per share)














(201,440
)














(201,440
)Balances at December 31,
    2006 (Successor)


228,880


$
2,509


$
8,743,938


$
290,185


$
0


$
(686,073
)

$
(28,514
)


8,322,045    66




---



##### Table of Contents



TD
    BANKNORTH INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Successor


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31,


December 31,


February 28,


December 31,2006


2005


2005


2004(In thousands)Cash flows from operating
    activities:Net income

$
339,131


$
263,530


$
10,448


$
304,643Loss from discontinued operations,
    net of tax


1,664











Income from continuing operations


340,795



263,530



10,448



304,643Adjustments to reconcile net income
    to net cash provided by operating activities:Provision for loan and lease losses


44,573



16,097



1,069



40,340Depreciation of banking premises
    and equipment


61,962



40,956



7,807



44,199Net amortization of premium and
    discounts


462



11,096



3,703



23,082Amortization of intangible assets


156,145



103,526



1,561



8,627Deferred tax (benefit) provision


(24,130
)


4,897



2,000



16,498Unearned compensation/stock option
    expense


8,791



1,125







Stock-based compensation expense


7,852



1,910







365Net losses (gains) realized from
    sales of securities and loans


(17
)


(2,087
)


46,548



6,190Impairment 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



61,546Net losses (gains) realized from
    sales of loans held for sale






7,113



(616
)


(3,660
)Increase in cash surrender value of
    bank owned life insurance


(32,078
)


(20,031
)


(4,169
)


(22,188
)Pension plan contributions


(41,063
)


(27,600
)






(17,100
)Proceeds from sales of loans held
    for sale


450,412



931,269



72,258



512,700Residential loans originated and
    purchased for sale


(438,033
)


(415,559
)


(58,800
)


(511,053
)Change in fair value of derivatives


(381
)


(4,788
)






Change in net deferred tax liability


13,653



(14,603
)


6,846



8,147Net (increase) decrease in other
    assets


(83,746
)


(34,755
)


40,597



(45,089
)Net (decrease) increase in other
    liabilities


110,368



911



(42,559
)


18,481Net cash provided by operating
    activities


575,565



908,007



100,493



445,728Cash flows from investing
    activities:Proceeds from sales of securities
    available for sale


2,977,430



666,951



83,271



3,380,300Proceeds from sale of securities as
    part of the deleveraging program


2,528,541



374,488



2,461,701



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


783,737



812,224



190,117



1,303,648Purchases of securities available
    for sale


(1,679,654
)


(1,548,490
)


(927,783
)


(4,030,889
)Net (increase) in securities
    purchased under reverse repurchase agreements


(1,790,000
)










Purchases of restricted equity
    securities






(94,502
)


(42,196
)


(36,415
)Proceeds from maturities and
    principal repayments of securities held to maturity


15,669



18,217



4,670



37,227Net increase in loans and leases


(210,584
)


(828,116
)


(222,430
)


(1,300,987
)Proceeds from sales of portfolio
    loans


925



254,530







37,097Swap termination fees paid






(35,597
)






Net (additions) decreases to
    premises and equipment


(94,761
)


(62,600
)


798



(47,805
)Proceeds from policy coverage on
    bank owned life insurance


363



1,834



141



1,725Proceeds from the sale of the bond
    administration business


1,000











Cash used in business acquisitions


(941,874
)










Cash acquired from acquisitions


238,562







130,685



49,061Net cash provided by (used in)
    investing activities


1,829,354



(441,061
)


1,678,974



(607,038
)Cash flows from financing
    activities:Net increase (decrease) in deposits


(169,003
)


133,420



(160,662
)


148,206Purchase of deposits


20,629











Net (decrease) increase in
    short-term borrowings


(1,960,529
)


350,537



2,102,739



1,200,876Payments for short term borrowings
    as part of deleveraging program






(377,907
)


(1,461,701
)


Proceeds from long-term debt






236,364



8,467



1,570Payments on long-term debt


(608,369
)


(213,706
)


(474,664
)


(1,633,868
)Payments on long term debt as part
    of deleveraging program










(1,006,300
)


Swap termination fees paid






(3,782
)






Excess tax benefits from
    stock-based compensation


2,754



991



16,049



40,687Treasury stock issued for employee
    benefit plans


23,843



26,201



55,319



148,947Issuance of stock to The
    Toronto-Dominion Bank


941,790











Funds received in advance for
    Interchange acquisition


405,210











Purchase of treasury stock


(255,470
)


(486,408
)






Cash dividends paid to shareholders


(201,440
)


(111,035
)


(37,383
)


(135,133
)Net cash (used in) financing
    activities


(1,800,585
)


(445,325
)


(958,136
)


(228,715
)Cash flows from discontinued
    operations:Operating activities


(8,173
)










Investing activities


12,162











Net cash provided by discontinued
    operations


3,989











Increase (decrease) in cash and
    cash equivalents


608,323



21,621



821,331



(390,025
)Cash and cash equivalents at
    beginning of year


769,258



747,637



(73,694
)


316,331Cash and cash equivalents at end of
    period

$
1,377,581


$
769,258


$
747,637


$
(73,694
)In 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

$
10,301,998


$
32,462,141


$
1,618,940


$
1,807,186Less liabilities assumed


8,394,729



25,626,026



1,422,658



1,420,086Supplemental cash flow disclosuresCash paid for interest

$
738,171


$
344,877


$
68,238


$
325,614Cash paid (received) for income
    taxes


154,119



104,203



(779
)


90,298    67




---



##### 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
        Financial
    Statement Presentation
      Use of
    Estimates
   68




---



##### Table of Contents



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


Topic

Page6


Securities Available for Sale and
    Held to Maturity


767


Loans and Leases


788


Allowance for Loan and Lease Losses


819


Premises and Equipment


8310


Goodwill and Other Intangible
    Assets


8411


Income Taxes


8620


Earnings Per Share


9722


Derivative Instruments


9825


Stock-Based Compensation and
    Incentive Plans


10426


Retirement and Other Benefit Plans


107     Cash
    and Cash Equivalents
  one-day
    Bank-Owned
    Life Insurance
    Impairment
    of Long-Lived Assets Other than Goodwill
   69




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)   Mortgage
    Banking and Loans Held for Sale
          Investments
    in Limited Partnerships
    Foreign
    Currency Translation
   70




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting
    Policies  (Continued)    Segment
    Reporting
    2.
    Accounting
    Changes     Defined
    Pension and Other Postretirement Plans
    Accounting
    for Share-Based Payment Transactions
   71




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.  Accounting
    Changes  (Continued)
   Fair
    Value Measurement
    Accounting
    for Servicing of Financial Assets
    Accounting
    for Certain Hybrid Financial Instruments
  instrument-by-instrument
  Accounting
    for Uncertainty in Income Taxes
    3.
    Accounting
    for the Transaction with The Toronto-Dominion Bank    72




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.  Accounting
    for the Transaction with The Toronto-Dominion
    Bank  (Continued)
    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   73




---



##### Table of Contents



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





Identifiable








TotalAcquisition


Acquisition Date





Intangible


Cash


Shares


Purchase(Dollars and shares in millions)

Date


Assets


Equity


Goodwill


Assets


Paid


Issued


PriceHudson United Bancorp


1/31/2006


$
8,771.0


$
518.3


$
1,463.6


$
222.5


$
941.8



32.9
(1)

$
1,907.3BostonFed Bancorp, Inc.


1/21/2005


$
1,467.8


$
102.7


$
138.2


$
13.2


$
0.3



6.2


$
200.2     (1)
    
    Shares issued does not include the 29.6 million shares of
    common stock sold by us to The Toronto-Dominion Bank to fund the
    cash paid by us in connection with the acquisition of Hudson
    United Bancorp.      Assets:Investments

$
2,699,382Loans and leases, net


5,155,148Premises and equipment


121,794Goodwill


1,463,555Other intangible assets


222,466Cash and due from banks


235,997Bank-owned life insurance


156,476Other assets


247,180Total assets acquired


10,301,998Liabilities:Deposits


6,897,621Borrowings


1,311,362Other liabilities


185,746Total liabilities assumed


8,394,729Net assets acquired

$
1,907,269  74




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.  Acquisitions  (Continued)
    CombinedSuccessor


UnauditedYear Ended


Year EndedDecember 31, 2006


December 31, 2005Net interest income

$
1,212,200


$
1,320,208Provision for loan and lease losses


46,573



54,966Net interest income after
    provision for loan and lease losses


1,165,627



1,265,242Noninterest income


511,129



440,788Noninterest expense(1)


1,184,059



1,220,828Income before income tax expense


492,697



485,202Provision for income taxes


159,577



139,047Income from continuing operations


333,120



346,155Income (loss) from discontinued
    operations, net of tax


(1,664
)


Net income

$
331,456


$
346,155Basic earnings per shareIncome from continuing operations

$
1.46


$
1.51Income from discontinued
    operations, net of tax


(.01
)


Net income

$
1.45


$
1.51Diluted earnings per shareIncome from continuing operations

$
1.46


$
1.50Income from discontinued
    operations, net of tax


(.01
)


Net income

$
1.45


$
1.50Weighted average shares outstandingBasic


228,232



230,056Diluted


229,171



231,003     (1)
    
    Includes $9.0 million of merger costs recorded by Hudson in
    January 2006.  5.
    Securities
    Purchased under Agreements to Resell    75




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Securities
    Available for Sale and Held to Maturity           Gross


GrossAmortized


Unrealized


Unrealized


MarketCost


Gains


Losses


ValueAvailable for SaleDecember 31, 2006
    (Successor):U.S. Government obligations
    and obligations of U.S. Government agencies and
    Government-sponsored enterprises

$
399,360


$



$
(1,395
)

$
397,965Tax-exempt bonds and notes


403,857



62



(482
)


403,437Other bonds and notes


171,128



1,009



(743
)


171,394Mortgage-backed securities


1,460,183



829



(21,582
)


1,439,430Collateralized mortgage obligations


71,725



153



(877
)


71,001Total debt securities


2,506,253



2,053



(25,079
)


2,483,227Other equity securities


22,611



72



(22
)


22,661Total securities available for sale

$
2,528,864



2,125



(25,101
)

$
2,505,888December 31, 2005
    (Successor):U.S. Government obligations
    and obligations of U.S. Government agencies and
    Government-sponsored enterprises

$
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
)

$
4,419,877Held to Maturity:December 31, 2006
    (Successor):Collateralized mortgage obligations

$
48,457


$
1,034


$



$
49,491 76




---



##### Table of Contents



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


GrossAmortized


Unrealized


Unrealized


MarketCost


Gains


Losses


Value6.  Securities
    Available for Sale and Held to
    Maturity  (Continued)Total securities held to maturity

$
48,457


$
1,034


$



$
49,491December 31, 2005
    (Successor):Collateralized mortgage obligations

$
64,126


$
361


$



$
64,487Total securities held to maturity

$
64,126


$
361


$



$
64,487       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 Government-
    sponsored enterprises


1


$
397,000


$
1,376



1


$
965


$
19



2


$
397,965


$
1,395Tax-exempt bonds and notes


24



14,481



78



79



43,740



404



103



58,221



482Other bonds and notes


16



23,998



245



45



55,944



498



61



79,942



743Mortgage-backed securities


194



310,831



2,121



662



970,620



19,461



856



1,281,451



21,582Collateralized mortgage obligations


1



395



5



12



49,865



872



13



50,260



877Equity securities


1



70



4



1



123



18



2



193



22237


$
746,775


$
3,829



800


$
1,121,257


$
21,272



1,037


$
1,868,032


$
25,101   other-than-temporary. other-than-temporary
    77




---



##### Table of Contents



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


Held to MaturityAmortized Cost


Market Value


Amortized Cost


Market ValueDecember 31,
    2006:Due in one year or less

$
338,505


$
338,452


$



$
Due after one year through five
    years


420,229



418,496







Due after five years through ten
    years


10,958



10,930







Due after ten years


204,653



204,918Subtotal


974,345



972,796







Mortgage-backed securities


1,460,183



1,439,430







Collateralized mortgage obligations


71,725



71,001



48,457



49,491$
2,506,253


$
2,483,227


$
48,457


$
49,491     RealizedGains


Losses


NetYear ended December 31, 2006
    (Successor)

$
953


$
(330
)

$
623March 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
)   7.
    Loans and
    Leases    78




---



##### Table of Contents



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


SuccessorDecember 31, 2006


December 31, 2005Residential real estate loans:Permanent first mortgage loans

$
2,636,659


$
2,830,978Construction and development


30,789



47,3452,667,448



2,878,323Commercial real estate loans:Permanent first mortgage loans


7,272,894



5,779,662Construction and development


1,476,993



997,1758,749,887



6,776,837Commercial business loans and
    leases:Commercial business loans


6,414,857



4,180,449Commercial business leases


119,935



97,5996,534,792



4,278,048Consumer loans and leases


7,046,638



6,186,519Credit card receivables


462,736



Total loans and leases

$
25,461,501


$
20,119,727        79




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.  Loans
    and Leases  (Continued)
   Nonperforming
    Loans
    December 31,2006


2005Nonaccrual loans:Residential real estate mortgages

$
13,607


$
7,970Commercial real estate loans


53,345



25,219Commercial business loans and
    leases


52,758



20,211Consumer loans and leases


11,667



7,165Total nonperforming loans

$
131,377


$
60,565Accruing loans which are
    90 days or more overdue

$
16,697


$
6,887   Impaired
    Loans
      Successor


Successor


PredecessorDecember 31, 2006


December 31, 2005


December 31, 2004Recorded


Valuation


Recorded


Valuation


Recorded


ValuationInvestment


Allowance


Investment


Allowance


Investment


AllowanceImpaired loansValuation allowance required

$
102,436


$
13,790


$
28,147


$
5,939


$
51,620


$
13,805No valuation allowance required


1,989







17,174







10,749



Total impaired loans

$
104,425


$
13,790


$
45,321


$
5,939


$
62,369


$
13,805   80




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.  Loans
    and Leases  (Continued)
  SuccessorYear Ended


Successor


Predecessor


PredecessorDecember 31,


March 1, 2005 to


January 1, 2005 to


Year Ended2006


December 31, 2005


February 28, 2005


December 31, 2004Average balance of impaired loans
    during the year

$
68,371


$
59,041


$
69,354


$
53,580Interest income recognized on a
    cash basis on impaired loans during the year

$
5,632


$
1,378


$
520


$
2,501   Acquired
    Impaired Loans
      Impaired Loans Associated with:The Toronto-Dominion Bank


HudsonTransaction


Acquisition


TotalContractually required principal
    payments receivable at acquisition

$
84,078


$
14,526


$
98,604Cash flows expected to be
    collected at acquisition


42,925



11,897



54,822Basis in acquired loans at
    acquisition


42,925



11,897



54,822Carrying value of loans at
    December 31, 2006


4,957



2,093



7,050     8.
    Allowance
    for Loan and Lease Losses      81




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.  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.   82




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##### Table of Contents



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


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 2004Allowance for loan and lease
    losses at beginning of period

$
223,030


$
249,619


$
243,152


$
232,287Allowance related to business
    combinations


52,563







14,494



13,665Provisions charged to income


44,573



16,097



1,069



40,340Transfer for off-balance sheet
    loan commitments(1)














(6,600
)Specific reserves applied to
    reduce impaired loan carrying values(2)






(20,435
)






Charge-offs


(61,840
)


(35,092
)


(11,961
)


(50,687
)Recoveries


21,312



12,841



2,865



14,147Allowance for loan and lease
    losses at end of period(1)

$
279,638


$
223,030


$
249,619


$
243,152Total allowance for credit losses:Allowance for loan and lease losses

$
279,638


$
223,030


$
249,619


$
243,152Liability for unfunded credit
    commitments(1)


9,107



7,907



6,706



6,600Total allowance for credit losses

$
288,745


$
230,937


$
256,325


$
249,752     (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.  9.
    Premises
    and Equipment   83




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Premises
    and Equipment  (Continued)     Successor


SuccessorDecember 31, 2006


December 31, 2005Land

$
93,073


$
37,788Buildings and leasehold
    improvements


443,389



320,450Capital leases on buildings


24,275



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


385,272



338,623946,009



721,136Accumulated depreciation and
    amortization


(452,816
)


(383,791
)Accumulated amortization on
    capital leases


(7,050
)


(5,433
)Net book value

$
486,143


$
331,912       Successor


SuccessorDecember 31, 2006


December 31, 2005Internally developed software in
    use  cost

$
59,894


$
48,407Internally developed software in
    use  amortization


(34,913
)


(25,296
)Internally developed software in
    development


11,186



8,471$
36,167


$
31,582    10.
    Goodwill
    and Other Intangible Assets    84




---



##### Table of Contents



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

10  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, 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



668,365Recorded during the year


1,472,329



177,101



46,917



224,018Amortization expense






(137,741
)


(18,404
)


(156,145
)Adjustment of purchase accounting
    estimates


2,601







(5,285
)


(5,285
)Other










(3,357
)


(3,357
)Balance, December 31, 2006

$
6,022,534


$
516,200


$
211,396


$
727,596 85




---



##### Table of Contents



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


TotalCore Deposit


Identifiable


IdentifiableGoodwill


Intangibles


Intangibles


Intangibles10.  Goodwill and
    Other Intangible Assets  (Continued)Estimated Annual Amortization
    Expense:2007






110,171



17,849



128,0202008






86,782



16,810



103,5922009






70,302



16,186



86,4882010






56,786



15,439



72,2252011






45,288



14,868



60,156Thereafter






146,871



130,244



277,115     December 31, 2006Gross Carrying


Accumulated


Net CarryingAmount


Amortization


AmountIdentifiable intangible assets:Core deposit intangibles

$
743,101


$
226,901


$
516,200Other identifiable intangibles:Loan relationship intangibles


133,535



12,082



121,453Other identifiable intangibles


110,630



20,687



89,943244,165



32,769



211,396Total

$
987,266


$
259,670


$
727,596    11.
    Income
    Taxes     86




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Income
    Taxes  (Continued)     Successor


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 2004CurrentFederal

$
169,456


$
118,656


$
4,015


$
131,542State


11,864



12,693



1,187



15,057DeferredFederal


(20,199
)


5,297



1,060



16,393State


(3,931
)


(400
)


(80
)


105$
157,190


$
136,246


$
6,182


$
163,097     Successor


Predecessor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 2004Computed federal tax expense

$
174,295


$
139,921


$
5,821


$
163,709State income tax, net of federal
    benefits


5,170



7,991



720



9,855Benefit of tax-exempt income


(10,477
)


(4,752
)


(836
)


(5,046
)Low income/rehabilitation credits


(5,600
)


(5,267
)


(800
)


(4,270
)Increase in cash surrender value
    of life insurance


(11,227
)


(7,013
)


(1,459
)


(8,149
)Nondeductible compensation


2,947



740







6,931Nondeductible merger costs


1,995



550



2,695



1,201Other, net


87



4,076



41



(1,134
)Recorded income tax expense

$
157,190


$
136,246


$
6,182


$
163,097  87




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Income
    Taxes  (Continued)    Successor


SuccessorDecember 31, 2006


December 31, 2005Deferred tax assetsAllowance for loan and lease losses

$
114,700


$
90,763Compensation and employee benefits


61,215



51,082Securities






13,809Loans distributed from subsidiary


199



2,584Book reserves not yet realized for
    tax purposes


19,219



1,255Unrealized loss on securities and
    hedging


14,340



16,387Corporate debt


34,011



16,884Other


3,747



4,511Total gross deferred tax assets


247,431



197,275Deferred tax liabilitiesPension plan


53,569



42,830Leases


8,653



7,790Premises and equipment


33,972



25,850Partnership investments


10,173



12,961Loan basis difference


32,635



52,434Intangible assets


238,518



243,150Securities


3,771



Deferred Income


13,256



10,046Other


1,379



2,534Total gross deferred tax
    liabilities


395,926



397,595Net deferred tax liability

$
(148,495
)

$
(200,320
)       State
    Tax Assessment
   88




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Income
    Taxes  (Continued)    12.
    Merger
    and Restructuring Costs      Successor


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 2004TD
    PrivatizationProfessional fees

$
5,375


$



$



$
$
5,375











Interchange Financial Services
    Corporation Merger
    ChargesPersonnel costs


5











Systems conversion and
    integration/customer communications


4,078











Other costs


1,340











5,423Hudson United Bancorp Merger
    ChargesPersonnel costs


7,378



21







Systems conversion and
    integration/customer communications


15,844



3,763







Other costs


8,128



1,041







31,350



4,825







Restructuring
    CostsPersonnel costs


11,717











Branch closings


404











12,121











The Toronto-Dominion Bank Merger
    ChargesPersonnel costs


4,382



3,545



2,285



34,986Transaction costs


(339
)


3



18,148



Systems conversion and
    integration/customer communications


43











Name change


761



3,582



2,061



Other costs


210



95



2,941



3,8905,057



7,225



25,435



38,876BostonFed Bancorp, Inc. Merger
    ChargesPersonnel costs


53



791



673



26Systems conversion and
    integration/customer communications






644



987



1,297Other costs


23



927



211



11476



2,362



1,871



1,437 89




---



##### Table of Contents



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


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 200412.  Merger and
    Restructuring Costs  (Continued)Other Merger
    ChargesAmerican Financial Holdings, Inc.
    Merger Charges


7



415



117



400First & Ocean Bancorp
    Merger Charges






19



1



1,342Foxborough Savings Bank Merger
    Charges






9



11



2,233CCBT Financial Companies, Inc.
    Merger Charges


279



533



(171
)


5,839Other Costs






27







(492
)286



1,003



(42
)


9,322Total Merger and Restructuring
    Costs

$
59,688


$
15,415


$
27,264


$
49,635           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   90




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Merger
    and Restructuring Costs  (Continued)  Non-cashPredecessor


Accounting


Merger and





Write Downs


SuccessorBalance


Adjustments


Consolidated


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   Purchase








Non-cashAccounting


Merger and





Write DownsBalance


Adjustments


Restructuring


Cash


and Other


Balance12/31/05


at Acquisition


Costs


Payments


Adjustments


12/31/06TD Privatization

$



$



$
5,375


$
(5,375
)

$



$
Interchange Merger










5,423



(5,423
)






Hudson United Bancorp Merger






46,324



31,350



(67,183
)


(6,762
)


3,729Restructuring costs










12,121



(12,121
)






The Toronto-Dominion Bank Merger


459







5,057



(5,140
)


(376
)


BostonFed Bancorp, Inc. Merger


1,935







76



(394
)


(70
)


1,547CCBT Financial Companies, Inc.
    Merger










279



(279
)






American Financial Holdings, Inc.
    Merger










7



(7
)






Total

$
2,394


$
46,324


$
59,688


$
(95,922
)

$
(7,208
)

$
5,276    13.
    Deposits      December 31, 20062007

$
6,768,9682008


309,1182009


291,0562010


58,0702011


53,161thereafter


140,390$
7,620,763   91




---



##### Table of Contents



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


Successor


PredecessorDecember 31, 2006


December 31, 2005


December 31, 2004Amount


Rate


Amount


Rate


Amount


RateAt
    year-endSecurities sold under agreements
    to repurchase  retail

$
1,517,591



4.08
%

$
1,668,139



3.43
%

$
1,165,905



1.29
%Federal funds purchased


689,000



5.19
%


1,563,000



4.20
%


618,000



2.22
%Treasury, tax and loan notes


16,921



5.04
%


54,401



3.95
%


375,347



2.16
%Federal Home Loan Bank
    advances










400,000



4.19
%


1,570,000



2.25
%Total Short-term borrowings

$
2,223,512






$
3,685,540






$
3,729,252Average for the
    yearSecurities sold under agreements
    to repurchase  retail

$
1,471,650



3.87
%

$
1,304,176



2.62
%

$
1,052,606



0.99
%Securities sold under agreements
    to repurchase  wholesale










28,308



2.51
%


948,711



1.07
%Federal funds purchased


1,270,354



4.95
%


1,115,318



3.33
%


609,218



1.44
%Treasury, tax and loan notes


13,859



4.78
%


141,655



2.81
%


143,529



1.74
%Federal Home Loan Bank
    advances


340,233



4.57
%


1,127,593



2.99
%


225,985



1.92
%Maximum month-end
    balanceSecurities sold under agreements
    to repurchase  retail

$
1,629,044






$
1,668,139






$
1,235,798Securities sold under agreements
    to repurchase  wholesale


















1,764,729Federal funds purchased


1,817,478







1,563,000







947,000Treasury, tax and loan notes


39,003







790,401







1,196,423Federal Home Loan Bank
    advances


1,820,000







1,975,450







1,570,000      92




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Long-term
    Debt    Successor


SuccessorDecember 31, 2006


December 31, 2005Federal Home Loan Bank
    advances

$
68,610


$
151,609Securities sold under agreements
    to repurchase  retail


10,415



107,952Junior subordinated debentures
    issued to affiliated trusts


517,390



366,237Subordinated long-term debt
    7.625%, due 2011


220,313



225,188Subordinated long-term debt 7.00%,
    due 2012


219,881



Subordinated long-term debt 5.05%,
    due 2022


231,680



232,158Senior notes 3.75%, due 2008


149,411



148,914Other long-term debt


5,881



6,372Total

$
1,423,581


$
1,238,430     SuccessorDecember 31, 2006Maturity

PrincipalDates

Amounts


Interest Rates2007

$
18,456



3.45-8.04
%2008


155,997



3.75-6.42
%2009


2,700



4.87-6.97
%2010


31,694



4.70-5.87
%2011


221,898



6.54-7.63
%2012-2032


992,836



3.23-11.30
%$
1,423,581        93




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Long-term
    Debt  (Continued)     JuniorIssuance


Capital


Common


Subordinated


Stated


Maturity


CallName

Date


Securities


Securities


Debentures(1)


Rate


Date


DateCCBT Statutory Trust I


7/31/2001



5,000



155



5,155



8.96
%


7/31/2031



1/31/2007Peoples Heritage Capital
    Trust I


1/31/1997


$
63,775


$
3,093


$
66,868



9.06
%


2/1/2027



2/1/2007HUBCO Capital Trust I


1/31/1997



45,000



1,547



46,547



8.98
%


2/1/2027



2/1/2007Banknorth Capital Trust II


2/22/2002



200,000



6,186



206,186



8.00
%


4/1/2032



4/1/2007Banknorth Capital Trust I


5/1/1997



28,000



928



28,928



10.52
%


5/1/2027



5/1/2007Hudson United Capital Trust I


3/31/2003



20,000



619



20,619



6.85
%


4/15/2033



4/15/2008Hudson United Capital Trust II


3/28/2003



15,000



464



15,464



6.45
%


4/10/2033



4/24/2008HUBCO Capital Trust II


6/19/1998



50,000



1,547



51,547



7.65
%


6/15/2028



6/15/2008Hudson United Statutory Trust I


3/17/2004



20,000



619



20,619



8.15
%


3/17/2034



3/17/2009BFD Preferred Capital Trust I


7/12/2000



10,000



309



10,309



11.30
%


7/19/2030



7/19/2010BFD Preferred Capital Trust II


9/19/2000



22,000



681



22,681



10.88
%


10/1/2030



10/1/2010Ipswich Statutory Trust I


2/22/2001



3,500



109



3,609



10.20
%


2/22/2031



2/22/2011$
482,275


$
16,257



498,532Unamortized fair value adjustment














18,858$
517,390     (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.        16.
    Regulatory
    Matters     94




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Regulatory
    Matters  (Continued)      Actual


Capital Requirements


ExcessAmount


Ratio


Amount


Ratio


Amount


RatioDecember 31,
    2006TD Banknorth Inc. 
    SuccessorTotal capital (to risk-weighted
    assets)

$
3,307,963



11.64
%

$
2,273,913



8.00
%

$
1,034,050



3.64
%Tier 1 capital (to
    risk-weighted assets)


2,395,074



8.43
%


1,136,957



4.00
%


1,258,117



4.43
%Tier 1 leverage capital ratio
    (to average assets)


2,395,074



7.20
%


1,330,640



4.00
%


1,064,434



3.20
%TD Banknorth, NATotal capital (to risk-weighted
    assets)


3,338,918



11.79
%


2,266,276



8.00
%


1,072,642



3.79
%Tier 1 capital (to
    risk-weighted assets)


2,433,607



8.59
%


1,133,138



4.00
%


1,300,469



4.59
%Tier 1 leverage capital ratio
    (to average assets)


2,433,607



7.33
%


1,327,835



4.00
%


1,105,772



3.33
%December 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
%    17.
    Shareholders
    Equity   95




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17.
    Shareholders
    Equity  (Continued)      Dividend
    Limitations
    18.
    Accumulated
    Other Comprehensive Income, Net    Pre-taxAmount


Tax Effect


Net of TaxFor the Year Ended
    December 31, 2006
    (Successor)Change in unrealized (loss) on
    securities available for sale

$
(2,124
)

$
743


$
(1,381
)Change in unrealized (loss) on
    cash flow hedges


3,614



(1,265
)


2,349Adjustment to initially apply
    FAS 158


(2,783
)


974



(1,809
)Reclassification adjustment for
    net losses realized in net income


9,797



(3,429
)


6,368Net change in unrealized gains

$
8,504


$
(2,977
)

$
5,527For 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
) 96




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pre-taxAmount


Tax Effect


Net of Tax18.  Accumulated
    Other Comprehensive Income,
    Net  (Continued)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
)    19.
    Discontinued
    Operations        20.
    Earnings
    Per Share      Successor

Successor

Predecessor

PredecessorYear Ended

March 1, 2005 to

January 1, 2005 to

Year EndedDecember 31, 2006

December 31, 2005

February 28, 2005

December 31, 20041,922,003

1,900,356



   97




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  21.
    Balance
    Sheet Deleveraging          22.
    Derivative
    Instruments       98




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   22.
    Derivative
    Instruments  (Continued)                  and/or
 99




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   23.
    Commitments,
    Contingent Liabilities and Other Off-Balance Sheet
    Risks         Contract or Notional AmountSuccessor


SuccessorDecember 31, 2006


December 31, 2005Financial 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

$
11,155,769


$
8,525,071Commitments to invest in real
    estate limited partnerships


24,503



15,498Commitments to invest in small
    business investments limited partnerships


27,380



28,865Loans serviced with recourse


179,240



202,367Financial instruments with
    notional or contract amounts which exceed the amount of credit
    risk:Cross currency swap agreements


228,620



228,620Commercial loan swap program:Interest rate swaps with
    commercial borrowers


1,650,649



1,248,776Interest rate swaps with dealers


1,650,649



1,248,776Interest rate caps with commercial
    borrowers


48,411



21,980Interest rate caps with dealers


48,411



21,980Interest rate swaps


1,120,000



Interest rate floors purchased


2,000,000



Interest rate floors written


(2,000,000
)


Total return swap


20,031



26,425Forward commitments to sell loans


15,958



42,531Foreign currency rate contracts:Forward contracts with customers


125,121



18,734Forward contracts with dealers


125,121



18,734Foreign exchange options:Options to purchase


1,410



20,823Options to sell


1,410



20,823Rate-locked loan commitments


6,439



33,168    100




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   23.  Commitments,
    Contingent Liabilities and Other Off-Balance Sheet
    Risks  (Continued)
  case-by-case
        12-year
         101




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   23.  Commitments,
    Contingent Liabilities and Other Off-Balance Sheet
    Risks  (Continued)
   and/or
  Legal
    Proceedings
  Ordinary Course Litigation.
  Shareholder Litigation regarding Proposed
    Transaction.
  In re TD Banknorth Shareholders Litigation
 102




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   23.  Commitments,
    Contingent Liabilities and Other Off-Balance Sheet
    Risks  (Continued)
      Operating
    Lease Obligations
      2007

$
41,1552008


37,0482009


33,0602010


23,3922011


17,8682012 and after


59,941$
212,464   24.
    Other
    Noninterest Income     Successor


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 2004Loan fee income

$
55,716


$
26,907


$
4,549


$
26,453Income on restricted stock


19,390



9,574



1,487



6,157Mortgage banking services income


6,023



8,795



923



6,562Venture capital gains (write-downs)


1,523



191



(297
)


(2,880
)Covered call premiums


1,344



7,105



1,412



18,024Miscellaneous income


25,979



14,437



1,030



6,657Total

$
109,975


$
67,009


$
9,104


$
60,973  103




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  25.
    Stock-Based
    Compensation and Incentive Plans   General
      Successor


Predecessor


PredecessorMarch 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2005


February 28, 2005


December 31, 2004Net income, as reported

$
263,530


$
10,448


$
304,643Add: Stock-based employee
    compensation expense included in reported net income, net of
    related tax effects


8,432







88Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related tax effects:Effect of accelerated vesting of
    stock options in connection with The Toronto-Dominion Bank
    transaction






(9,293
)


Other


(11,531
)


(2,159
)


(16,177
)Pro forma net income (loss)

$
260,431


$
(1,004
)

$
288,554Earnings (loss) per shareBasic  As reported

$
1.51


$
0.06


$
1.78Pro forma

$
1.49


$
(0.01
)

$
1.69Diluted  As reported

$
1.51


$
0.06


$
1.75Pro forma

$
1.49


$
(0.01
)

$
1.67   
 Stock
    Options
     104




---



##### Table of Contents



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


Successor


PredecessorYear Ended


March 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


December 31, 2004Weighted average fair value

$
5.00


$
5.30


$
8.47Expected dividend yield


2.97
%


2.56
%


2.39
%Risk-free interest rate


4.76
%


4.32
%


3.52
%Expected life


6.0 years



7.5 years



5.00 yearsVolatility


15.13
%


14.11
%


32.22
%Options granted


60,000



4,454,074



119,075       Year Ended December 31, 2006WeightedWeighted


Average


AggregateNumber of


Average


Remaining


IntrinsicShares


Exercise Price


Term


Value (000)s)Outstanding at beginning of period


10,228,728


$
26.75Granted


60,000



30.54Exchanged in acquisitions


259,270



19.78Exercised


(1,034,350
)


24.66Cancelled and forfeited


(312,846
)


29.25Outstanding at December 31


9,200,802


$
26.72



6.41 years


$
51,591
(1)Options exercisable at
    December 31


6,719,033


$
25.50



5.62 years


$
45,560
(1)     (1)
    
    Based on the closing stock price on December 31, 2006 of
    $32.28.       105




---



##### Table of Contents



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

Options


Fair ValueNonvested at January 1, 2006


4,705,537


$
5.44Granted


3,000



4.83Vested


(1,980,082
)


5.62Forfeited


(246,686
)


5.29Nonvested at December 31, 2006


2,481,769



5.30   Restricted
    Stock and Restricted Stock Units
      WeightedRestricted Stock


Averageand Resticted


Grant-DateRestricted Stock and Restricted Stock Units

Stock Units


Fair ValueNonvested at January 1, 2006


1,306,155


$
30.05Granted


300,373



31.72Vested


(31,789
)


30.67Forfeited


(213,902
)


29.91Nonvested at December 31, 2006


1,360,837



30.02Vested at December 31, 2006


33,320



31.72      106




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   25.  Stock-Based
    Compensation and Incentive
    Plans  (Continued)
   Employee
    Stock Purchase Plan
      Employee Stock Purchase Plan(1)Shares


Shares


AveragePurchased


Available


Price


ExpenseYear ended December 31, 2006
    (Successor)


96,075



775,972


$
29.10


$
147March 1, 2005 to
    December 31, 2005 (Successor)


136,204



872,047


$
24.94


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


43,674



1,008,251


$
26.55


$
205
(2)Year ended December 31, 2004
    (Predecessor)


171,764



1,051,925


$
27.28


$
1,244
(2)     (1)
    
    The maximum number of shares which may be issued under the
    Employee Stock Purchase Plan, as amended, is 2,852,000.(2)
    
    Pro forma expense.  Incentive
    Plans
      26.
    Retirement
    and Other Benefit Plans    107




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   26.  Retirement
    and Other Benefit Plans  (Continued)
      At December 31, 2006Prior to


Effect of


As Reported atAdopting


Adopting


December 31,FAS No. 158


FAS No. 158


2006Identifiable intangible assets

$
727,414


$
182


$
727,596Other assets


1,203,786



4,870
(1)


1,208,656Total assets


40,154,033



5,052



40,159,085Other liabilities


901,991



(2,879
)(2)


899,112Total liabilities


31,839,919



(2,879
)


31,837,040Accumulated other comprehensive
    income


(26,705
)


(1,809
)


(28,514
)Total stockholders equity


8,323,854



(1,809
)


8,322,045     (1)
    
    Includes adjustment for the qualified plan of
    ($5.8) million and deferred tax asset of $1.0 million.(2)
    
    Includes adjustment for the nonqualified plan of
    $2.6 million and other postretirement benefits of
    ($5.6) million and $182 thousand for the reversal of
    the minimum SERP liability.    Plan
    Descriptions
     108




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   26.  Retirement
    and Other Benefit Plans  (Continued)
       106-2, 106-2)
  Accounting
    for Pension Plans
            109




---



##### Table of Contents



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


Nonqualified Pension


Other Postretirement BenefitsSuccessor


Predecessor





Successor


Predecessor





Successor


PredecessorSuccessor


March 1, to


January 1, to


Successor


March 1, to


January 1, to


Successor


March 1, to


January 1, toYear Ended


December 31,


February 28,


Year Ended


December 31,


February 28,


Year Ended


December 31,


February 28,2006


2005


2005


2006


2005


2005


2006


2005


2005Change in Benefit
    ObligationBenefit obligation at beginning of
    year

$
272,060


$
247,389


$
239,324


$
41,148


$
32,262


$
30,081


$
20,765


$
20,585


$
25,633Service cost


18,232



12,021



2,369



830



742



106



190



133



37Interest cost


18,292



11,503



2,253



2,866



1,830



305



1,039



939



214Assumption changes


(11,249
)


10,633



4,973



(824
)


817



(93
)


(936
)


412



(1,156
)Plan amendment


































Actuarial loss


2,683







190



(1,310
)






457



(493
)






(3,886
)Acquired plans


62,884











14,219



















Benefits paid


(13,793
)


(9,011
)


(1,513
)


(4,395
)


(1,471
)


(225
)


(1,433
)


(1,304
)


(257
)Expenses paid


(718
)


(475
)


(207
)






















Curtailment


(1,911
)










(1,277
)


















Liability related to the TD
    transaction


















6,968















Liability for separate agreements






















1,631











Benefit obligation at end of year

$
346,480


$
272,060


$
247,389


$
51,257


$
41,148


$
32,262


$
19,132


$
20,765


$
20,585Change in plan
    assetsFair value of plan assets at
    beginning of year

$
299,040


$
263,786


$
263,931


$



$



$



$



$



$
Actual return (loss) on plan assets


37,383



17,140



1,575























Employer contribution


40,000



27,600







4,395



1,471



225



1,433



1,304



257Benefits paid


(13,793
)


(9,011
)


(1,513
)


(4,395
)


(1,471
)


(225
)


(1,433
)


(1,304
)


(257
)Expenses paid


(718
)


(475
)


(207
)






















Acquired plans


65,173































Fair value of plan assets at end of
    year

$
427,085


$
299,040


$
263,786


$



$



$



$



$



$
Funded/unfunded status at end of
    year

$
80,605


$
26,980


$
16,397


$
(51,257
)

$
(41,148
)

$
(32,262
)

$
(19,132
)

$
(20,765
)

$
(20,585
)Amounts recognized in
    accumulated other comprehensive income consist of:Net loss (gain)

$
5,845


$
0


$
0


$
(1,439
)

$
0


$
0


$
(5,636
)

$
0


$
0Prior service cost














4,013



















$
5,845


$
0


$
0


$
2,574


$
0


$
0


$
(5,636
)

$
0


$
0   110




---



##### Table of Contents



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


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 2004Weighted-average assumptions
    used to determine benefit obligations at period end:Discount rate


5.75
%


5.50
%


5.75
%


5.75
%Rate of compensation increase


4.50
%


4.50
%


4.50
%


4.50
%Medical inflation rate


9.00
%


7.00
%


8.00
%


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


5.50
%


5.75
%


5.75
%


6.25
%Expected return on plan assets


8.50
%


8.50
%


8.50
%


8.50
%Rate of compensation increase


4.50
%


4.50
%


4.50
%


4.50
%Medical inflation rate


10.00
%


8.00
%


8.00
%


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


9.00
%


6.00
%


7.00
%


7.00
%Rate that the cost trend rate
    gradually declines to


5.50
%


5.00
%


5.00
%


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


2013



2007



2007



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


1% DecreaseEffect on total service and
    interest cost components

$
86


$
74Effect on postretirement benefit
    obligation


1,368



1,182   Estimated
    Future Benefit Payments
    OtherQualified


Nonqualified


PostretirementPension


Pension


Benefits2007

$
12,366


$
2,544


$
1,6832008


13,257



5,297



1,6002009


14,067



12,842



1,5322010


14,940



3,227



1,4912011


15,976



3,299



1,5162012  2015


103,674



18,440



7,316$
174,280


$
45,649


$
15,138   111




---



##### Table of Contents



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


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year Ended2006


December 31, 2005


February 28, 2005


2004Components of net periodic
    benefit cost:Qualified PensionService cost

$
18,232


$
12,022


$
2,369


$
12,326Interest cost


18,292



11,503



2,253



12,639Expected (gain) on plan assets


(30,542
)


(18,397
)


(3,672
)


(19,821
)Recognized actuarial loss










809



3,503Net amortization and deferral


175







(38
)


(251
)Other














91Net periodic benefit cost

$
6,157


$
5,128


$
1,721


$
8,487Nonqualified PensionService cost

$
831


$
741


$
106


$
576Interest cost


2,866



1,830



305



1,736Recognized actuarial loss










84



413Net amortization and deferral


1,293



994



41



248Enhanced SERP settlements


1,585











Net periodic benefit cost

$
6,575


$
3,565


$
536


$
2,973Other Postretirement
    BenefitsService cost

$
190


$
133


$
37


$
195Interest cost


1,039



939



214



1,463Recognized actuarial loss


(336
)


(211
)


36



344Net amortization and deferral










89



532Net periodic benefit cost

$
893


$
861


$
376


$
2,534     SuccessorDecember 31, 2006


TargetActual Percentage


AllocationAsset category

of Fair Value


PercentageCash


12
%


0 - 25
%Equities


57
%


40 - 75
%Fixed Income


31
%


25 - 60
%100
%      112




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##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   26.  Retirement
    and Other Benefit Plans  (Continued)
    401
    (k) Plan
      Employee 401(k) expenseYear ended December 31, 2006
    (Successor)

$
11,335March 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   27.
    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.
  Loans and leases.
 113




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   27.  Fair
    Value of Financial
    Instruments  (Continued)
     Mortgage Servicing Rights.
  Deposits.
    Borrowings, including federal funds purchased, securities
    sold under repurchase agreements, borrowings from the Federal
    Home Loan Bank and other borrowings.
  Financial instruments:
  Forward commitments to sell loans held for
    sale.
  Rate-lock commitments to originate loans held for
    sale. mark-to-market
  Other derivatives.
  Loans sold or serviced with recourse.
 114




---



##### Table of Contents



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


Successor2006


2005Carrying


Fair


Carrying


FairValue


Value


Value


ValueAssets:Cash and cash equivalents

$
1,377,581


$
1,377,581


$
769,258


$
769,258Securities purchased under
    agreements to resell


1,789,866



1,789,766







Securities  available
    for sale


2,505,888



2,505,888



4,419,877



4,419,877Securities  held to
    maturity


48,457



49,491



64,126



64,487Loans held for sale


19,112



19,135



31,398



31,540Loans and leases, net


25,181,863



25,116,578



19,896,697



19,782,443Mortgage servicing rights


12,791



16,233



16,441



19,331Liabilities:Short term borrowings


2,223,512



2,223,512



3,685,540



3,685,540Deposits (with no stated maturity)


19,384,003



19,384,003



15,076,578



15,076,578Time deposits


7,620,763



7,621,838



5,196,070



5,198,169Long term borrowings


1,423,581



1,403,006



1,238,430



1,238,176Financial instruments with
    off-balance sheet notional amounts:Asset and liability management
    positions:Forward commitments to sell loans










(125
)


(125
)Rate-lock commitments to originate
    loans held for sale


7



7



161



161Interest rate swaps


(822
)


(822
)






Interest rate floors purchased


2,634



2,634







Interest rate floors written


(2,634
)


(2,634
)Cross currency swaps


7,881



7,881



5,246



5,246Total return swap


3,106



3,106



552



552Customer related positions:Commercial loan interest rate
    swaps with borrower


6,188



6,188



3,503



3,503Commercial loan interest rate
    swaps with broker


(6,188
)


(6,188
)


(3,503
)


(3,503
)Foreign currency forward contracts
    with customers


33



33



17



17Foreign currency forward contracts
    with dealers


(33
)


(33
)


(17
)


(17
)Foreign exchange options to
    purchase


6



6



210



210Foreign exchange options to sell


(6
)


(6
)


(210
)


(210
)   115




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  28.
    Related
    Party Transactions       December 31, 2006


December 31, 2005Cash and due from banks

$
3,823


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


16,514



8,090Accounts receivable






1,396Deferred tax asset


878



2,868Deferred debt issuance costs


1,014



1,110Identifiable intangible assets


516



Interest-bearing deposits from The
    Toronto-Dominion Bank


15,544



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


14,398



2,856Funds received for sale of stock
    on January 1, 2007


405,210



Shareholders EquityAccumulated other comprehensive
    income


(1,631
)


(8,865
)Broker commissions paid to TD
    Securities for common stock repurchases


(476
)


(306
)Off-balance sheet transactions
    (notional amounts):Interest rate swaps, caps and
    floors


2,988,244



606,256Foreign exchange contracts


126,531



39,557      116




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   28.  Related
    Party Transactions  (Continued)
   20-year
    and/or
           117




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   28.  Related
    Party Transactions  (Continued)
         29.
    Condensed
    Financial Information  Parent Company Only    Successor


SuccessorDecember 31, 2006


December 31, 2005Balance SheetsAssets:Cash and due from banks

$
82,191


$
80,832Interest bearing deposits


440,341



142,971Securities available for sale


60,373



55,835Investment in subsidiaries


8,871,932



6,803,758Other assets


62,735



24,399Total assets

$
9,517,572


$
7,107,795Liabilities and shareholders
    equitySenior notes, net of hedge

$
149,411


$
148,914Subordinated debentures supporting
    mandatory redeemable trust securities


555,615



404,462Due to subsidiaries


46



166Other liabilities


490,455



70,380Shareholders equity


8,322,045



6,483,873Total liabilities and
    shareholders equity

$
9,517,572


$
7,107,795   Successor


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 2004Statements of IncomeOperating income:Dividends from subsidiaries

$
284,340


$
230,000


$
298,549


$
Net gains (losses) on sales of
    securities


82



(28
)






(6
) 118




---



##### Table of Contents



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


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 200429.  Condensed
    Financial Information  (Continued)Other operating income


8,587



5,527



1,481



6,680Total operating income


293,009



235,499



300,030



6,674Operating expenses:Interest on borrowings


38,732



24,767



6,063



32,716Merger and consolidation costs


15,160



2,238



23,697



5,447Change in unrealized gain on
    derivatives






(221
)






Other operating expenses


41,985



27,153



819



5,104Total operating expenses


95,877



53,937



30,579



43,267Income before income taxes and
    equity in undistributed earnings of subsidiaries


197,132



181,562



269,451



(36,593
)Income tax benefit


(29,432
)


(8,503
)


(15,783
)


(12,811
)Income before equity in
    undistributed earnings of subsidiaries


226,564



190,065



285,234



(23,782
)Equity in undistributed earnings of
    subsidiaries


112,567



73,465



(274,786
)


328,425Net income

$
339,131


$
263,530


$
10,448


$
304,643   Successor


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 2004Statements of Cash
    FlowsCash flows from operating
    activities:Net income

$
339,131


$
263,530


$
10,448


$
304,643Adjustments to reconcile net income
    to net cash (used) provided by operating activities:Undistributed earnings of
    subsidiaries


(112,567
)


(73,465
)


274,786



(328,425
)Distribution of restricted stock
    units






1,910







365Net amortization of premium and
    discounts


(12,923
)


(7,651
)


(115
)


(Increase) decrease in amounts
    receivable from subsidiaries






188



10,728



(10,917
)Increase (decrease) in amounts
    payable to subsidiaries


(120
)


166







(978
)Other, net


(1,470
)


39,028



13,437



10,784Net cash provided by (used in)
    operating activities


212,051



223,706



309,284



(24,528
)Cash flows from investing
    activities:Purchase of available for sale
    securities










(254
)


Sales of available for sale
    securities


275



29







28Securities impairment charge






53







Capital contribution to subsidiaries


(1,050
)










Cash used in business acquisitions


(941,874
)Cash acquired in acquisition


130,406







11,109



1,518Proceeds from sale of investment to
    subsidiary


9,503











6,150Net cash (used in) provided by
    investing activities


(802,740
)


82



10,855



7,696 119




---



##### Table of Contents



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


Successor


Predecessor


PredecessorYear Ended


March 1, 2005 to


January 1, 2005 to


Year EndedDecember 31, 2006


December 31, 2005


February 28, 2005


December 31, 200429.  Condensed
    Financial Information  (Continued)Cash flows from financing
    activities:Payments on long-term debt


(24,515
)










Dividends paid to shareholders


(201,440
)


(111,034
)


(37,383
)


(135,132
)Treasury stock acquired


(255,470
)


(486,408
)






Proceeds from stock issued in
    connection with employee benefit plans


23,843



27,094



37,991



148,596Issuance of stock to The
    Toronto-Dominion Bank


941,790



Funds received in advance of
    Interchange acquisition


405,210Net cash (used in) provided by
    financing activities


889,418



(570,348
)


608



13,464Net (decrease) increase in cash due
    from banks


298,729



(346,560
)


320,747



(3,368
)Cash and cash equivalents at
    beginning of year


223,803



570,363



249,616



252,984Cash and cash equivalents at end of
    year

$
522,532


$
223,803


$
570,363


$
249,616Supplemental disclosure information:Cash paid for interest

$
52,929


$
29,504


$
8,110


$
32,666       30.
    Subsequent
    Events (unaudited)         120




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##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  31.
    Selected
    Quarterly Data (unaudited)   2006 (Successor)


2005 (Successor)


PredecessorFourth


Third


Second


First


Fourth


Third


Second


March 1, to


January 1, toQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


March 31


February 28Condensed Income
    StatementInterest income





$
503,462


$
504,098


$
492,823


$
456,499


$
363,917


$
350,679


$
342,447


$
115,516


$
228,132Interest expense






208,328



203,034



185,990



174,055



120,477



101,682



89,819



27,563



63,348Net interest income


(A
)


295,134



301,064



306,833



282,444



243,440



248,997



252,628



87,953



164,784Provision for loan and lease losses






15,200



13,755



8,719



6,900



6,000



5,500



3,597



1,000



1,069Net interest income after provision
    for loan and lease losses






279,934



287,309



298,114



275,544



237,440



243,497



249,031



86,953



163,715Noninterest income(1)


(B
)


128,831



128,306



127,068



117,839



60,097



103,607



117,272



22,261



3,361Noninterest expense, excluding
    merger and restructuring costs(2)


(C
)


276,622



279,946



271,485



257,218



210,700



210,566



214,965



68,735



123,182Merger and restructuring costs


(D
)


11,199



14,089



14,583



19,818



4,957



1,163



5,368



3,927



27,264Income before income taxes






120,944



121,580



139,114



116,347



81,880



135,375



145,970



36,552



16,630Income tax expense






35,997



37,989



44,405



38,799



26,315



46,634



50,375



12,919



6,182Income (loss) from continuing
    operations, net of tax






84,947



83,591



94,709



77,548



55,565



88,741



95,595



23,633



10,448Income (loss) from discontinuing
    operations, net of tax






(1,509
)


2,511



(1,323
)


(1,342
)


















Net income(1)(2)





$
83,438


$
86,102


$
93,386


$
76,206


$
55,565


$
88,741


$
95,595


$
23,633


$
10,448Weighted average shares outstanding:Basic






228,578



228,878



228,130



209,690



173,745



173,661



173,428



180,581



184,964Diluted






229,635



229,101



228,777



210,444



174,427



174,398



174,261



181,505



186,747Basic earnings per share:Income from continuing operations





$
0.38


$
0.37


$
0.42


$
0.37


$
0.32


$
0.51


$
0.55


$
0.13


$
0.06Income (loss) from discontinuing
    operations, net of tax





($
0.01
)

$
0.01


($
0.01
)

($
0.01
)

$
0.00


$
0.00


$
0.00


$
0.00


$
0.00Net income





$
0.37


$
0.38


$
0.41


$
0.36


$
0.32


$
0.51


$
0.55


$
0.13


$
0.06Diluted earnings per share:Income from continuing operations





$
0.37


$
0.37


$
0.41


$
0.37


$
0.32


$
0.51


$
0.55


$
0.13


$
0.06Income (loss) from discontinuing
    operations, net of tax





($
0.01
)

$
0.01






($
0.01
)


















Net income





$
0.36


$
0.38


$
0.41


$
0.36


$
0.32


$
0.51


$
0.55


$
0.13


$
0.06Financial RatiosReturn on average assets(1)(2)(3)






0.83
%


0.86
%


0.93
%


0.79
%


0.69
%


1.11
%


1.20
%


0.86
%


0.22
%Return on average equity(1)(2)(3)






3.99
%


4.15
%


4.58
%


4.07
%


3.42
%


5.44
%


5.98
%


4.24
%


1.91
%Net interest margin (fully-taxable
    equivalent)(3)






3.95
%


4.01
%


4.07
%


3.83
%


3.96
%


4.09
%


4.12
%


4.19
%


3.84
%Noninterest income as a percent of
    total income(4)






30.39
%


29.88
%


29.29
%


29.44
%


19.80
%


29.38
%


31.70
%


20.20
%


2.00
%Efficiency ratio(1)(2)(5)






67.89
%


68.48
%


65.93
%


69.21
%


71.05
%


60.05
%


59.57
%


65.93
%


89.47
%     (1)
    Noninterest income included net securities losses of
    $50.0 million in the first quarter of 2005, 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. 121




---



##### Table of Contents



TD
    BANKNORTH INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   31.  Selected
    Quarterly Data
    (unaudited)  (Continued)
   (2)
    Noninterest expense included prepayment penalties on borrowings
    of $6.3 million in the period January 1, 2005 to
    February 28, 2005 which were incurred as part of balance
    sheet deleveraging programs.(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).  122




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  The Board of
    Directors and Shareholders TD Banknorth Inc.:
          Ernst &
    Young LLP
    123




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  The Board of
    Directors and Shareholders
           .
    Ernst &
    Young LLP
    124




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  The Board of
    Directors and Shareholders
         KPMG
    LLP
    125




---



##### 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,
    Executive Officers and Corporate Governance  Directors
    of TD Banknorth
   126




---



##### Table of Contents



Class A
    Directors
  Robert G. Clarke
  P. Kevin Condron
  John Otis Drew
  Brian Flynn
  Joanna T. Lau
  Dana S. Levenson
  Steven T. Martin
 127




---



##### Table of Contents



John M. Naughton
  Irving E. Rogers, III
  David A. Rosow
  William J. Ryan
  Curtis M. Scribner
  Peter G. Vigue
  Gerry S. Weidema and/or
 128




---



##### Table of Contents



Class B
    Directors
  William E. Bennett
  W. Edmund Clark
  Bharat B. Masrani
  Wilbur J. Prezzano
  Executive
    Officers Who Are Not Directors
    Peter J. Verrill
 129




---



##### Table of Contents



R. Scott Bacon
  Stephen J. Boyle
  John W. Fridlington
  Carol L. Mitchell
  Suzanne Poole,
  Edward P. Schreiber
  Wendy Suehrstedt
 130




---



##### Table of Contents



Section 16(a)
    Beneficial Ownership Reporting Compliance
    
    to file reports of their ownership of our common stock and any
    changes in that ownership with the SEC and the NYSE by specific
    dates, and
    to furnish us with copies of the reports.    Corporate
    Governance
  http://www.tdbanknorth.com/investorrelations 04112-9540.
  Lead
    Directors
    Communications
    with the Board
  04112-9540.
 131




---



##### Table of Contents



Code of
    Conduct and Ethics
      http://www.tdbanknorth.com/investorrelations 04112-9540.
  Audit
    Committee
    
    monitor the integrity of TD Banknorths consolidated
    financial statements, financial reporting process and systems of
    internal controls regarding finance and accounting, its risk
    management and compliance with legal and regulatory requirements;
    appoint, compensate and monitor the independence and performance
    of TD Banknorths independent registered public accounting
    firm, as well as monitor the independence and performance of
    TD Banknorths internal audit department; and
    provide an avenue of communication among the independent
    registered public accounting firm, management, the internal
    audit department and the board of directors.    http://www.tdbanknorth.com/investorrelations
  Committee
    Charters
  http://www.tdbanknorth.com/investorrelations 04112-9540.
 132




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##### Table of Contents



Item 11
    Executive
    Compensation  Compensation
    Discussion and Analysis
  The following discussion and analysis contains statements
    regarding future individual and company performance targets and
    goals. These targets and goals are disclosed in the limited
    context of TD Banknorths compensation programs and
    should not be understood to be statements of managements
    expectations or estimates of results or other guidance.
    TD Banknorth specifically cautions investors not to apply
    these statements to other contexts.
    Objectives
    of the Compensation Programs
  Overview.
  
    to reward executives for enhancement of stockholder value as
    reflected in our annual earnings performance and the market
    price of our common stock;
    to balance rewards for accomplishment of short- and long-term
    performance goals;
    to have greater portions of total compensation at risk for
    performance as the management level increases;
    to encourage ownership of our common stock through annual grants
    of equity awards; and
    to attract and retain highly qualified executives critical to
    our long-term success.    Pay-for-Performance
    Philosophy. pay-for-performance
   133




---



##### Table of Contents



Role of Executive Officers and Management.
  Use of Benchmarking.
    AmSouth Bancorporation

Astoria Financial CorporationComerica, Inc.

Commerce Bancorp, Inc.Commerce Bancshares, Inc.

Compass Bancshares, Inc.First Horizon National Corporation

Hibernia CorporationHudson City Bancorp, Inc.

Huntington Bancshares, Inc.M & T Bank Corporation

Marshall & Ilsley
    CorporationNew York Community Bancorp,
    Inc.

North Fork Bancorporation, Inc.Regions Financial Corporation

Sovereign Bancorp, Inc.Synovus Financial Corporation

Unionbancal CorporationZions Bancorporation     Use of Tally Sheets.
  Employment and Retention Agreements.
 134




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##### Table of Contents



Impact of Going-Private Transaction.
  Compensation
    Program Design
    
    Base salary;
    Annual incentive compensation;
    Long-term compensation in the form of equity awards; and
    Retirement benefits    Base Salary.
  Annual Incentive Plan. and/or
   135




---



##### Table of Contents




    for each of Messrs. Ryan and Verrill, 100% of the mid-point
    salary for their grade levels; and
    for each of Messrs. Boyle and Fridlington and
    Ms. Suehrstedt, 70% of the mid-point salary for their grade
    levels.    Discretionary Bonuses.
       136




---



##### Table of Contents



Equity
    Awards
  Overview.
      Performance-Based Restricted Stock Units.
  Three-Year Compound Average Increase in Operating EPS

Actual Units as a Percentage of Target UnitsLess than 4%


0
%4.0% (Threshold)


25
%5.0%


50
%6.0% (Target)


100
%7.0%


200
%8.0% or higher (Maximum)


300
%      137




---



##### Table of Contents



TD RSUs Granted in March 2005.
 138




---



##### Table of Contents



Retirement Benefits.
  Compensation
    of New Chief Executive Officer
    Effects
    of Going-Private Transaction on Outstanding Equity-Based
    Awards
   139




---



##### Table of Contents



Stock
    Ownership Guidelines
    Deductibility
    of Executive Compensation
   140




---



##### Table of Contents



Conclusion
  pay-for-performance
  Compensation
    Committee Interlocks and Insider Participation
   141




---



##### Table of Contents



Summary
    Compensation Table
    Change inPension Valueand NonqualifiedNon-Equity


DeferredStock


Option


Incentive Plan


Compensation


All OtherName and Principal Position

Year


Salary ($)


Bonus ($)


Awards ($)


Awards ($)


Compensation ($)


Earnings ($)


Compensation ($)


Total ($)(1)


(2)


(3)


(4)


(5)


(6)


(7)William J. Ryan


2006


$
966,808


$
993,145


$
3,009,284


$
801,733






$
1,680,000


$
100,357


$
7,551,327Chairman and
    Chief Executive Officer(8)Stephen J. Boyle


2006



306,461



265,170



962,119



149,127







38,000



22,493



1,743,370Executive Vice President and
    Chief Financial OfficerPeter J. Verrill(9)


2006



536,535



420,825



1,516,465



260,032







475,000



17,164



3,226,021Vice Chairman and
    Chief Operating OfficerJohn W. Fridlington


2006



331,723



365,170
(10)


1,006,180



244,905







271,000



14,259



2,233,237Senior Executive Vice President
    and Chief Lending OfficerWendy Suehrstedt(11)


2006



319,167



365,170
(12)


1,055,497



200,245







63,000



72,645



2,075,724Senior Executive Vice President
    and President and CEO, Mid-Atlantic DivisionAndrew W. Greene(13)


2006



322,720



148,720



1,547,008



441,515







113,000



4,253,728



6,826,691Sr. Executive Vice President,
    Insurance and InvestmentsDavid J. Ott(14)


2006



351,547



100,000



1,462,107



239,872







60,000



3,019,234



5,232,760Executive Vice President,
    TD Banknorth, N.A  142




---



##### Table of Contents



(1)
    
    In addition to the base salaries, amounts disclosed in this
    column include (i) amounts deferred pursuant to our
    Deferred Compensation Plan, which generally allows eligible
    officers to defer up to 70% of their salaries, and
    (ii) amounts deferred pursuant to our 401(k) Plan, which
    generally allows employees of TD Banknorth and
    participating subsidiaries to defer up to 50% of their
    compensation, subject to applicable limitations in
    Section 401(k) of the Internal Revenue Code. Executive
    officers base salary adjustments are considered in the
    first quarter of each year.(2)
    
    Amounts disclosed in this column include discretionary bonuses
    paid in July 2006 in recognition of 2005 performance and the
    completion of the Hudson United Bancorp acquisition.(3)
    
    The amounts in this column reflect the dollar amount recognized
    for financial statement reporting purposes for the year ended
    December 31, 2006, in accordance with FAS 123(R), of
    restricted stock units granted pursuant to the 2003 Equity
    Incentive Plan and the 2005 Performance-Based Restricted Share
    Unit Plan, and thus include amounts from awards granted in and
    prior to 2006. Assumptions used in the calculation of these
    amounts are included in Note 25 to our consolidated
    financial statements for the year ended December 31, 2006,
    found under Item 8 of this Report.(4)
    
    The amounts in this column reflect the dollar amount recognized
    for financial statement reporting purposes for the year ended
    December 31, 2006, in accordance with FAS 123(R), of
    stock options granted pursuant to the 2003 Equity Incentive
    Plan, and thus represent amounts from awards granted prior to
    2006. Assumptions used in the calculation of these amounts are
    included in Note 25 to our consolidated financial
    statements for the year ended December 31, 2006, found
    under Item 8 of this Report.(5)
    
    Because we were unable to achieve the minimum growth in cash
    operating earnings per share for 2006, no payouts were made to
    any of the named executive officers under the Executive
    Incentive Plan for 2006.(6)
    
    The amounts in this column reflect the actuarial increase in the
    present value of the named executive officers benefits
    under all defined benefit pension plans and supplemental
    retirement plan or agreement established by TD Banknorth
    determined using interest rate and mortality rate assumptions
    consistent with those used in TD Banknorths financial
    statements and includes amounts which the named executive
    officer may not currently be entitled to receive because such
    amounts are not vested. There were no above-market or
    preferential earnings on nonqualified deferred compensation for
    any of the named executive officers.(7)
    
    See the table Elements of All Other Compensation
    below.(8)
    
    Effective September 5, 2006, Mr. Ryan relinquished the
    office of President, and effective March 1, 2007, he will
    relinquish the office of Chief Executive Officer and will remain
    Chairman of the Board.(9)
    
    Effective February 1, 2006, Mr. Verrill was elected
    Vice Chairman and Chief Operating Officer of TD Banknorth.(10)
    
    Includes a discretionary cash bonus of $100,000 paid to
    Mr. Fridlington in June 2006 to reflect the additional
    duties assumed by him in connection with the restructuring of
    the management of TD Banknorth in early 2006.(11)
    
    Effective February 1, 2006, Ms. Suehrstedt was
    appointed Senior Executive Vice President and President and CEO
    of the Mid-Atlantic Division of TD Banknorth.(12)
    
    Includes a discretionary cash bonus of $100,000 paid to
    Ms. Suehrstedt in January 2006 in connection with her
    assignment as President and CEO of the new Mid-Atlantic Division
    of TD Banknorth following the completion of the Hudson United
    Bancorp acquisition.(13)
    
    Effective December 31, 2006, Mr. Greene retired from
    TD Banknorth. If he had remained an executive officer of TD
    Banknorth at December 31, 2006, he would have been
    considered a named executive officer of TD Banknorth.(14)
    
    Effective January 31, 2006, Mr. Ott became Executive
    Vice President of TD Banknorth, N.A., and became President of
    the Maine Division of TD Banknorth, N.A. upon the retirement of
    the prior President of such division. If he had remained an
    executive officer of TD Banknorth at December 31, 2006, he
    would have been considered a named executive officer of TD
    Banknorth. 143




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##### Table of Contents



Elements
    of All Other Compensation
    Personal Use


Reimbursement


Personal

















401(k) Planof Charter


for Personal or


Use of


Club


Condominium


Financial


Retention


Tax


MatchingName

Year


Aircraft


Spousal Travel


Automobile


Memberships


Use


Planning


Payments


Gross-Up


Contributions(1)





(2)


(3)


(4)William J. Ryan


2006


$
66,095


$
2,447
(5)

$
3,894


$
15,121


$
2,900














$
9,900Stephen J. Boyle


2006











9,763



2,830



















9,900Peter J. Verrill


2006











1,853



5,411



















9,900John W. Fridlington


2006











3,054



1,305



















9,900Wendy Suehrstedt


2006







2,993
(6)


3,726







28,000


$
1,250






$
26,776
(7)


9,900Andrew W. Greene


2006











3,300











5,000


$
2,270,992
(8)


1,964,536
(9)


9,900David J. Ott


2006











7,122



3,935







650



2,997,627
(10)






9,900     (1)
    
    The aggregate incremental cost of personal use of charter
    aircraft is determined on a per-leg basis and includes all costs
    billed by the charter company attributable to that leg of the
    flight.(2)
    
    Represents the aggregate incremental cost to TD Banknorth of
    personal use of automobiles leased or owned by TD Banknorth,
    determined on a
    per-mile
    basis.(3)
    
    Represents all amounts paid by TD Banknorth to maintain
    memberships in country and social clubs, regardless of the
    proportion of personal versus business use by the executive.(4)
    
    For Mr. Ryan, represents the fair market value rent for his
    occasional personal use of the Company-owned Boston,
    Massachusetts condominium. For Ms. Suehrstedt, represents
    the fair market value rent for the New Jersey condominium
    purchased by the Company and used on an exclusive basis by her
    during her assignment as President and CEO of the Mid-Atlantic
    Division of TD Banknorth.(5)
    
    Represents reimbursement for spousal travel expenses.(6)
    
    Represents reimbursement for personal travel costs incurred in
    connection with Ms. Suehrstedts assignment as
    President and CEO of the Mid-Atlantic Division.(7)
    
    Represents reimbursement for taxes payable by
    Ms. Suehrstedt for the value of personal travel reimbursed
    by the Company and for the use of the Company-owned condominium.(8)
    
    In connection with the amendment of Mr. Greenes
    retention agreement as a result of the management restructuring
    in January 2006, he received a pro-rated bonus of $3,403, a
    retention and non-competition amount specified in his retention
    agreement of $1,746,675, and a lump-sum payment for the enhanced
    supplemental retirement benefits of $520,914 (also appears in
    the Pension Benefits table).(9)
    
    Represents reimbursement for excise taxes payable under
    Sections 280G and 4999 of the Internal Revenue Code, and
    related federal, state and local income taxes.(10)
    
    In connection with the amendment of Mr. Otts
    retention agreement as a result of the management restructuring
    in January 2006, he received a pro-rated bonus of $4,244, a
    retention and non-competition amount specified in his retention
    agreement of $2,098,239 and a lump-sum payment for the enhanced
    supplemental retirement benefits of $895,144 (also appears in
    the Pension Benefits table). 144




---



##### Table of Contents



Employment
    and Retention Agreements
              Change-in-Control.
 145




---



##### Table of Contents



Amendments to Retention Agreements with Messrs. Ott and
    Greene.
        
    In February 2006, each of Messrs. Ott and Greene received
    an amount representing a pro-rated bonus and the non-competition
    amount specified in his respective retention agreement,
    including a lump-sum payment for the enhanced supplemental
    retirement benefits specified in such agreement, which amounted
    to an aggregate of $3.0 million and $2.3 million,
    respectively.
    Stock options granted by TD Banknorth prior to the Initial
    Acquisition continued to vest in accordance with their terms and
    became fully vested prior to December 29, 2006.
    The TD RSUs fully vested on January 31, 2006 and, subject
    to the executives continued compliance with the noncompete
    and nonsolicitation provisions in his retention agreement, the
    redemption value thereof shall be paid to the executive on
    March 1, 2008. TD Banknorth and each of Messrs. Ott
    and Greene agreed that the redemption value of each such
    persons restricted stock units for this purpose shall be
    $2.1 million, and also entered into an amendment to the
    applicable award agreement to this effect.
    Following the termination of the executives employment by
    TD Banknorth, the executive shall, if applicable, be entitled to
    be covered at the expense of TD Banknorth by the same or
    equivalent hospital, medical, dental, accidental, disability and
    life insurance coverage as in effect immediately prior to the
    termination until the earlier of (i) 36 months
    following the termination of employment or (ii) the date
    the executive has commenced new employment and thereby becomes
    eligible for comparable benefits, except in certain
    circumstances the executive will receive a lump sum cash payment
    in lieu of one or more of the benefits.
    Pursuant to his retention agreement, TD Banknorth also was
    obligated to reimburse Mr. Greene for excise taxes payable
    under Sections 280G and 4999 of the Internal Revenue Code,
    and related federal, state and local income taxes. These tax
    reimbursements were approximately $1.9 million for
    Mr. Greene. Of the total parachute payments made or to be
    made to Mr. Greene, approximately $5.6 million were
    nondeductible by TD Banknorth for federal income tax purposes.  146




---



##### Table of Contents



Grants of
    Plan-Based Awards
    All Other StockEstimated Possible Payouts Under


Estimated Future Payouts Under


Awards: Number


Grant DateGrant


Non-Equity Incentive Plan Awards(1)


Equity Incentive Plan Awards(2)


of Shares of Stock


Fair Value ofName

Date


Threshold ($)


Target ($)


Maximum ($)


Threshold (#)


Target (#)


Maximum (#)


or Units (#)


Stock Awards(3)William J. Ryan


1/24/06















6,132



24,530



73,590






$
720,201N/A


$
170,800


$
854,000


$
1,708,000



















Stephen J. Boyle


1/24/06















2,805



11,220



33,660







329,419N/A



43,940



219,700



439,400



















Peter J. Verrill


1/24/06















3,075



12,300



36,900







361,128N/A



84,000



420,000



840,000



















John W. Fridlington


1/24/06















2,805



11,220



33,660







329,419N/A



43,940



219,700



439,400



















Wendy Suehrstedt


1/24/06















2,805



11,220



33,660







329,4191/31/06



























5,000
(4)


144,900N/A



50,700



253,500



507,000



















Andrew W. Greene


1/24/06















2,805



11,220



33,660







329,419N/A



43,940



219,700



439,400



















David J. Ott


1/24/06















2,805



11,220



33,660







329,419N/A



56,500



282,750



565,500



















     (1)
    
    The amounts shown were the potential threshold, target and
    maximum cash payouts under the Executive Incentive Plan as
    established in January 2006. Because we did not achieve the
    minimum growth in cash operating earnings per share for 2006, no
    payouts were made to any of the named executive officers with
    respect to these awards.(2)
    
    Represents performance-based restricted stock units based on TD
    Banknorth common stock granted on the date indicated. For more
    information regarding these grants, please see
    Compensation Discussion and Analysis  Equity
    Awards.(3)
    
    Grant date fair value of restricted stock units is based on the
    closing price of the TD Banknorth common stock on the date of
    grant, multiplied by the number of units, assuming target
    performance in the case of performance-based restricted stock
    units.(4)
    
    Represents an award of restricted stock units based on TD
    Banknorth common stock that vests three years from the date of
    grant and settles in cash. 147




---



##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End
    Option Awards


Stock AwardsEquity Incentive

















Equity IncentivePlan Awards:











Market


Equity Incentive


Plan Awards:Number of


Number of


Number of








Number of


Value of


Plan Awards:


Market orSecurities


Securities


Securities








Shares or


Shares or


Number of


Payout Value ofUnderlying


Underlying


Underlying








Units of


Units of


Unearned Shares,


Unearned Shares,Unexercised


Unexercised


Unexercised


Option


Option


Stock That


Stock That


Units or Other


Units or OtherOptions (#)


Options (#)


Unearned


Exercise


Expiration


Have Not


Have Not


Rights That Have


Rights That HaveName

Exercisable


Unexercisable


Options (#)


Price ($)


Date


Vested (#)


Vested ($)


Not Vested (#)


Not Vested ($)(1)





(1)William J. Ryan


45,000










$
22.63



7/31/08



19,725
(2)

$
636,723



11,742
(3)(4)

$
379,03290,000











17.31



10/27/08



87,053
(5)


5,211,863



41,687
(6)


2,495,80118,000











18.63



3/16/09















90,000











17.38



10/26/09















45,000











15.06



7/6/10















90,000











16.69



10/24/10















4,200











19.84



5/1/11















150,000











20.33



5/22/11















145,000











20.88



10/23/11















21,750











26.15



3/26/12















220,000











23.28



10/22/12















29,000











24.62



5/27/13















145,000











28.20



10/21/13















23,925



48,575
(7)






31.24



3/31/15















47,850



97,150
(8)






28.92



10/25/15















Stephen J. Boyle


644











26.15



3/26/12



3,673
(2)

$
118,564



5,610
(3)(9)

$
181,0919,240











23.28



10/22/12



29,018
(5)


1,737,296



13,896
(6)


831,9423,618











24.62



5/27/13















18,090











28.20



10/21/13















4,455



9,045
(10)






31.24



3/31/15















18,150



36,850
(11)






28.92



10/25/15















Peter J. Verrill


23,400











19.63



10/28/07



10,833
(2)

$
351,303



5,880
(3)(12)

$
189,80621,000











22.63



7/31/08



43,527
(5)


2,605,961



20,844
(6)


1,247,93054,000











17.31



10/27/08















8,400











18.63



3/16/09















42,000











17.38



10/26/09















21,000











15.06



7/6/10















42,000











16.69



10/24/10















 148




---



##### Table of Contents



Option Awards


Stock AwardsEquity Incentive

















Equity IncentivePlan Awards:











Market


Equity Incentive


Plan Awards:Number of


Number of


Number of








Number of


Value of


Plan Awards:


Market orSecurities


Securities


Securities








Shares or


Shares or


Number of


Payout Value ofUnderlying


Underlying


Underlying








Units of


Units of


Unearned Shares,


Unearned Shares,Unexercised


Unexercised


Unexercised


Option


Option


Stock That


Stock That


Units or Other


Units or OtherOptions (#)


Options (#)


Unearned


Exercise


Expiration


Have Not


Have Not


Rights That Have


Rights That HaveName

Exercisable


Unexercisable


Options (#)


Price ($)


Date


Vested (#)


Vested ($)


Not Vested (#)


Not Vested ($)(1)





(1)Peter J. Verrill (cont.)


2,200











19.84



5/1/11















55,000











20.88



10/23/11















12,000











26.15



3/26/12















105,000











23.28



10/22/12















16,000











24.62



5/27/13















80,000











28.20



10/21/13















13,200



26,800
(13)






31.24



3/31/15















26,400



53,600
(14)






28.92



10/25/15















John W. Fridlington


4,050











26.15



3/26/12



7,482
(2)

$
241,519



5,610
(3)(9)

$
181,09127,000











23.28



10/22/12



29,018
(5)


1,737,296



13,896
(6)


831,95411,000











24.62



5/27/13















55,000











28.20



10/21/13















9,075



18,425
(15)






31.24



3/31/15















18,150



36,850
(16)






28.92



10/25/15















Wendy Suehrstedt


1,337











26.15



3/26/12



12,482


$
402,919



5,610
(3)(9)

$
181,091
(2)13,860











23.28



10/22/12



29,018
(5)


1,737,296



13,896
(6)


831,9547,370











24.62



5/27/13















36,850











28.20



10/21/13















9,075



18,425
(15)






31.24



3/31/15















18,150



36,850
(16)






28.92



10/25/15















Andrew W. Greene


8,250











26.15



12/31/09















18,150











23.28



12/31/09















11,000











24.62



12/31/09















55,000











28.20



12/31/09















27,500











31.24



12/31/07















55,000











28.92



12/31/07















David J. Ott


10,725



21,775
(17)






31.24



3/31/15



8,842



285,420



5,610
(3)(9)

$
181,09121,450



43,550
(18)






28.92



10/25/15















  149




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##### Table of Contents



(1)
    
    The value of awards denominated in TD Banknorth common stock is
    calculated using the closing price for the TD Banknorth common
    stock of $32.28 on December 29, 2006. The value of awards
    denominated in common shares of The Toronto-Dominion Bank is
    calculated using the closing price on the New York Stock
    Exchange for common shares of The Toronto-Dominion Bank of
    $59.87 on December 29, 2006.(2)
    
    Amounts reflect time-vesting restricted stock units based on the
    value of TD Banknorth common stock, which all vest and settle in
    cash on March 31, 2008.(3)
    
    Amounts represent performance-based restricted stock units based
    on the value of TD Banknorth common stock. The number of units
    shown represents units for the performance cycle from
    March 1, 2005 to December 31, 2007 and units for the
    performance cycle from January 1, 2006 to December 31,
    2008, and assumes a threshold performance goal of a 4% compound
    average increase in diluted operating earnings per share over
    the performance period are met for each award. If the threshold
    performance goal is not met, no units will vest.(4)
    
    Represents 5,610 units for the performance cycle from
    March 1, 2005 to December 31, 2007 and
    6,132 units for the performance cycle from January 1,
    2006 to December 31, 2008.(5)
    
    Represents TD RSUs for which the performance condition has been
    satisfied, but which will not be paid out until March 1,
    2008, subject to continued service and compliance with
    applicable non-compete and non-solicitation provisions.(6)
    
    Amounts represent TD RSUs that remain subject to performance
    conditions. The number of units shown assumes threshold
    performance for 2007 is achieved, which results in 85% of the
    target number of units being earned. The TD RSUs will be paid
    out on March 1, 2008(7)
    
    24,650 options vest on March 31, 2007, and 23,925 options
    vest on March 31, 2008, unless vesting is otherwise
    accelerated.(8)
    
    49,300 options vest on October 25, 2007 and 47,850 options
    vest on October 25, 2008, unless vesting is otherwise
    accelerated.(9)
    
    Represents 2,805 units for each of the performance cycles
    from March 1, 2005 to December 31, 2007 and from
    January 1, 2006 to December 31, 2008.(10)
    
    4,590 options vest on March 31, 2007 and 4,455 options vest
    on March 31, 2008, unless vesting is otherwise accelerated.(11)
    
    18,700 options vest on October 25, 2007 and 18,150 options
    vest on October 25, 2008, unless vesting is otherwise
    accelerated.(12)
    
    Represents 3,075 units for the performance cycle from
    March 1, 2005 to December 31, 2007 and
    2,805 units for the performance cycle from January 1,
    2006 to December 31, 2008.(13)
    
    13,600 options vest on March 31, 2007 and 13,200 options
    vest on March 31, 2008, unless vesting is otherwise
    accelerated.(14)
    
    27,200 options vest on October 25, 2007 and 26,400 options
    vest on October 25, 2008, unless vesting is otherwise
    accelerated.(15)
    
    9,350 options vest on March 31, 2007 and 9,075 options vest
    on March 31, 2008, unless vesting is otherwise accelerated.(16)
    
    18,700 options vest on October 25, 2007 and 18,150 options
    vest on October 25, 2008, unless vesting is otherwise
    accelerated.(17)
    
    11,050 options vest on March 31, 2007 and 10,725 options
    vest on March 31, 2008, unless vesting is otherwise
    accelerated.(18)
    
    22,100 options vest on October 25, 2007 and 21,450 options
    vest on October 25, 2008, unless vesting is otherwise
    accelerated. 150




---



##### Table of Contents



Option
    Exercises and Stock Vested
    Option Awards


Stock AwardsNumber of


Value


Number of


ValueShares Acquired


Realized on


Shares Acquired


Realized onName

on Exercise (#)


Exercise ($)


on Vesting (#)


Vesting ($)William J. Ryan














Stephen J. Boyle














Peter J. Verrill














John W. Fridlington














Wendy Suehrstedt














Andrew W. Greene










7,482
(1)

$
241,519
(1)49,044
(2)


2,100,000
(2)David J. Ott


143,050


$
969,483



49,044
(2)


2,100,000
(2)     (1)
    
    Represents vesting and settlement of restricted stock units with
    respect to TD Banknorth common stock upon the retirement of
    Mr. Greene effective December 31, 2006.(2)
    
    In connection with the amendments to their retention agreements,
    the TD RSUs held by Messrs. Ott and Greene vested on
    January 31, 2006, and their redemption value was agreed to
    be $2,100,000, which, subject to continued compliance by the
    executive with the non-compete and non-solicitation provisions
    of the retention agreement, will be paid out to them on
    March 1, 2008.  Pension
    Benefits
    Number of


Present


PaymentsYears


Value of


DuringCredited


Accumulated


Last FiscalName

Plan Name

Service (#)


Benefit ($)


Year ($)William J. Ryan

Retirement Plan


17.5


$
694,000



Supplemental Retirement Agreement


23



6,651,000



Stephen J. Boyle

Retirement Plan


10



127,000



Supplemental Retirement Plan


10



58,000



Peter J. Verrill

Retirement Plan


29



585,000



Supplemental Retirement Agreement


29



1,881,000



John W. Fridlington

Retirement Plan


15



565,000



Supplemental Retirement Agreement


15



525,000



Wendy Suehrstedt

Retirement Plan


17



218,000



Supplemental Retirement Plan


17



159,000



Andrew W. Greene

Retirement Plan


8



307,000



Supplemental Retirement Plan


8



287,000



521,000
(1)David J. Ott

Retirement Plan


8



196,000



Supplemental Retirement Plan


8



247,000



895,000
(1)    (1)
    
    Represents a lump-sum payment for enhanced supplemental
    retirement benefits specified in the amendments to the Retention
    Agreements with Messrs. Greene and Ott. See
     Employment and Retention Agreements. 151




---



##### Table of Contents



Form W-2)
         152




---



##### Table of Contents



Change-in-Control.
  Nonqualified
    Deferred Compensation
  Executive


Registrant


Aggregate





AggregateContributions


Contributions


Earnings


Aggregate


Balance atin Last Fiscal


in Last Fiscal


in Last Fiscal


Withdrawals/


Last FiscalName

Year ($)


Year ($)


Year ($)


Distributions ($)


Year End ($)William J. Ryan

$
959,953
(1)





$
102,389






$
1,062,342Stephen J. Boyle


















Peter J. Verrill


















John W. Fridlington


















Wendy Suehrstedt


















Andrew W. Greene


















David J. Ott


















     (1)
    
    Represents the mandatory deferral of a portion of
    Mr. Ryans bonus paid in 2006.  and/or
  Potential
    Payments Upon Termination or
    Change-in-Control
  change-in-control not-for-cause change-in-control
 153




---



##### Table of Contents



Payments Made Upon Termination.
  
    salary earned and accrued through the date of termination;
    reimbursement of reasonable and necessary expenses incurred in
    connection with employment through the date of termination;
    all compensation previously earned and deferred under any
    deferred compensation plan;
    any bonus earned but not yet paid for a year or performance
    period ending prior to the year of termination;
    unused vacation pay;
    amounts accrued and vested through the Retirement Plan and
    SERP; and
    amounts contributed under our 401(k) Plan.  Payments Made Upon a Termination by TD Banknorth Without
    Cause or by the Executive for Good Reason.
  
    a prorated bonus for the year of termination based on the
    average annual bonus for the prior three years;
    the non-competition and retention payment discussed above;
    the SERP enhancements discussed above;
    all unvested options granted prior to March 1, 2005 (of
    which there are none) will vest and become exercisable;
    if the termination occurs following a
    change-in-control
    of TD Banknorth or The Toronto-Dominion Bank that occurs after
    March 1, 2005, all other grants of equity-based
    compensation awards from TD Banknorth or The
    Toronto-Dominion Bank will vest and become exercisable;
    the TD RSUs shall vest without regard to the performance
    conditions, although they will not be payable until as soon as
    practicable after March 1, 2008 based on the closing price
    of a common share of The Toronto-Dominion Bank on that
    date; and
    continued welfare benefits coverage at our expense until the
    earlier of 36 months or the date the named executive
    officer commences new employment with comparable benefits or,
    under certain circumstances where it is not possible to provide
    continued coverage, a lump sum cash amount equal to twice the
    aggregate allocable cost of such coverage.    
    the sum of:  
    his annual base salary;
    his average annual bonus for the last three fiscal years;
    the maximum employer matching contributions that would have been
    credited to his account under our 401(k) Plan for the year of
    termination; and 154




---



##### Table of Contents




    the total value of all other contributions, other than elective
    contributions by him and employer matching contributions
    relating thereto, and forfeitures allocated to his 401(k) Plan
    account for the plan year ending immediately prior to
    March 1, 2005 or the termination of employment, whichever
    year would produce the greater value;  
    multiplied by:  
    the lesser of three or the number of years and portion of a year
    remaining until, in the case of Mr. Ryan, March 1,
    2010, and in the case of Mr. Verrill, March 1, 2009,
    but not less than one and a half years (if his termination
    occurs prior to a change in control of either The
    Toronto-Dominion Bank or TD Banknorth) or two years (if his
    termination occurs after a change in control of either The
    Toronto-Dominion Bank or TD Banknorth).    Payments Made Upon a Change in
    Control.
  
    all unvested options to purchase TD Banknorth stock shall vest
    and become exercisable;
    all time-vesting restricted stock units with respect to TD
    Banknorth common stock shall be deemed earned and become fully
    vested and paid out in cash; and
    a number of performance-based restricted stock units with
    respect to TD Banknorth common stock will vest and be deemed
    earned that is equal to the number of target units multiplied by
    a percentage equal to the greater of (i) the percentage
    corresponding to our actual compound average increase in
    operating earnings per share through the end of the calendar
    quarter immediately preceding the date of the change in control
    and (ii) 100%.  Payments Made Upon Death or Disability.
  
    a prorated bonus for the year of termination based on the
    average annual bonus for the prior three years;
    the non-competition and retention payment discussed above;
    the SERP enhancements discussed above;
    all unvested options shall vest and become exercisable;
    the TD RSUs shall vest without regard to the performance
    conditions, although they will not be payable until as soon as
    practicable after March 1, 2008 based on the closing price
    of a common share of The Toronto-Dominion Bank on that date;
    all performance-based restricted stock units based on TD
    Banknorth common stock shall vest and be paid out in cash
    following the end of the three-year cycle with respect to such
    RSUs, with the final number of units being adjusted downward on
    a pro rata basis based on the period of service;
    all time-vesting restricted stock units based on TD Banknorth
    common stock shall vest and be paid out in cash; and
    benefits under our disability plan or payments under our life
    insurance plan (except that Mr. Ryans beneficiary
    shall receive the proceeds of the $5 million whole life
    insurance policy on his life purchased by us). 155




---



##### Table of Contents



Payments Made Upon Retirement.
  Reimbursement of Excise Tax.
 156




---



##### Table of Contents



Involuntary


InvoluntaryNot-for-Cause


Not-for-Causeor Good Reason


or Good Reason


New Change inTermination


Termination


Control (withoutFor Cause


(absent a new


(following a new


termination of


Death or


Early


NormalPayments and Benefits(a)

Termination


Change in Control)


Change in Control)


employment)


Disability(q)


Retirement(r)


Retirement(r)Accrued vacation pay(b)

$



$



$



$



$



$



$
Severance payments and benefits:(c)Noncompetition and retention
    amount(d)






6,081,925



6,081,925







6,081,925







Earnings on retention amount(e)






453,308



453,308







453,308







SERP enhancements(f)






4,833,000



4,833,000







4,833,000
(q)






Prorated bonus(g)






340,948



340,948







340,948







Additional cash severance(h)






3,983,180



3,983,180















Welfare benefits(i)






36,984



36,984















Equity awards:(j)Accelerated stock options(k)






376,942



376,942



376,942



376,942



376,942



Accelerated time-vesting
    restricted stock units(l)






636,723



636,723



636,723



636,723



636,723



Unvested performance-based
    restricted stock units(m)






65,920



1,479,249



1,479,249



177,291



65,920



TD RSUs(n)






8,808,793



8,808,793



8,808,793



8,808,793







Total payments and benefits(o)

$



$
25,617,723
(p)

$
27,031,052
(p)

$
11,301,707


$
21,708,930


$
1,079,585


$
   (Footnotes follow the table for the fifth executive)
 157




---



##### Table of Contents



Involuntary


InvoluntaryNot-for-Cause or


Not-for-Cause orGood Reason


Good Reason


New Change inTermination


Termination


Control (withoutFor Cause


(absent a new


(following a new


termination of


Death or


Early


NormalPayments and Benefits(a)

Termination


Change in Control)


Change in Control)


employment)


Disability(q)


Retirement(r)


Retirement(r)Accrued vacation pay(b)

$



$



$



$



$



$



$
Severance payments and benefits:(c)Noncompetition and retention
    amount(d)






2,778,977



2,778,977







2,778,977







Earnings on retention amount(e)






207,873



207,873







207,873







SERP enhancements(f)






3,254,000



3,254,000







3,254,000
(q)






Prorated bonus(g)






151,300



151,300







151,300







Additional cash severance(h)






1,525,040



1,525,040















Welfare benefits(i)






36,633



36,633















Equity awards:(j)Accelerated stock options(k)






207,968



207,968



207,968



207,968



207,968



Accelerated time-vesting
    restricted stock units(l)










351,303



351,303



351,303







Unvested performance-based
    restricted stock units(m)






33,054



740,754



740,754



88,739



33,054



TD RSUs(n)






4,404,396



4,404,396



4,404,396



4,404,396







Total payments and benefits(o)

$



$
12,599,241
(p)

$
13,658,244
(p)

$
5,704,421


$
11,444,556


$
241,022


$
   (Footnotes follow the table for the fifth executive)
 158




---



##### Table of Contents



Involuntary


InvoluntaryNot-for-Cause or


Not-for-Cause orGood Reason


Good Reason


New Change inTermination


Termination


Control (withoutFor Cause


(absent a new


(following a new


termination of


Death or


Early


NormalPayments and Benefits(a)

Termination


Change in Control)


Change in Control)


employment)


Disability(q)


Retirement(r)


Retirement(r)Accrued vacation pay(b)

$



$



$



$



$



$



$
Severance payments and benefits:(c)Noncompetition and retention
    amount(d)






1,571,925



1,571,925







1,571,925







Earnings on retention amount(e)


























SERP enhancements(f)






1,211,000



1,211,000







1,211,000
(q)






Prorated bonus(g)






95,613



95,613







95,613







Additional cash severance(h)


























Welfare benefits(i)






35,980



35,980















Equity awards:(j)Accelerated stock options(k)






142,978



142,978



142,978



142,978



142,978



Accelerated time-vesting
    restricted stock units(l)






241,519



241,519



241,519



241,519



241,519



Unvested performance-based
    restricted stock units(m)






30,152



705,892



705,892



85,837



30,152



TD RSUs(n)






2,936,264



2,936,264



2,936,264



2,936,264







Total payments and benefits(o)

$



$
6,265,431
(p)

$
6,941,171
(p)

$
4,026,653


$
6,285,136


$
414,649


$
   (Footnotes follow the table for the fifth executive)
 159




---



##### Table of Contents



Involuntary


InvoluntaryNot-for-Cause or


Not-for-Cause orGood Reason


Good Reason


New Change inTermination


Termination


Control (withoutFor Cause


(absent a new


(following a new


termination of


Death or


Early


NormalPayments and Benefits(a)

Termination


Change in Control)


Change in Control)


employment)


Disability(q)


Retirement(r)


Retirement(r)Accrued vacation pay(b)

$



$



$



$



$



$



$
Severance payments and benefits:(c)Noncompetition and retention
    amount(d)






1,571,925



1,571,925







1,571,925







Earnings on retention amount(e)


























SERP enhancements(f)






1,095,000



1,095,000







1,095,000
(q)






Prorated bonus(g)






128,764



128,764







128,764







Additional cash severance(h)


























Welfare benefits(i)






4,359



4,359















Equity awards:(j)Accelerated stock options(k)










142,978



142,978



142,978







Accelerated time-vesting
    restricted stock units(l)










402,919



402,919



402,919







Unvested performance-based
    restricted stock units(m)










705,892



705,892



85,837







TD RSUs(n)






2,936,264



2,936,264



2,936,264



2,936,264







Total payments and benefits(o)

$



$
5,736,312
(p)

$
6,988,101
(p)

$
4,188,053


$
6,363,687


$



$
   (Footnotes follow the table for the fifth executive)
 160




---



##### Table of Contents



Involuntary


InvoluntaryNot-for-Cause or


Not-for-Cause orGood Reason


Good Reason


New Change inTermination


Termination


Control (withoutFor Cause


(absent a new


(following a new


termination of


Death or


Early


NormalPayments and Benefits(a)

Termination


Change in Control)


Change in Control)


employment)


Disability(q)


Retirement(r)


Retirement(r)Accrued vacation pay(b)

$



$



$



$



$



$



$
Severance payments and benefits:(c)Noncompetition and retention
    amount(d)






1,046,964



1,046,964







1,046,964







Earnings on retention amount(e)


























SERP enhancements(f)






246,000



246,000







246,000
(q)






Prorated bonus(g)






82,021



82,021







82,021







Additional cash severance(h)


























Welfare benefits(i)






46,032



46,032















Equity awards:(j)Accelerated stock options(k)










133,223



133,223



133,223







Accelerated time-vesting
    restricted stock units(l)










118,564



118,564



118,564







Unvested performance-based
    restricted stock units(m)










705,892



705,892



85,837







TD RSUs(n)






2,936,264



2,936,264



2,936,264



2,936,264







Total payments and benefits(o)

$



$
4,357,281
(p)

$
5,314,960
(p)

$
3,893,943


$
4,648,873


$



$
   (Footnotes on following page)
 161




---



##### Table of Contents



(a)
    
    Assumes the date of termination or new change in control was
    December 29, 2006. The price per share of TD Banknorth
    common stock on December 29, 2006 was $32.28 and the price
    per share of The Toronto-Dominion Bank common shares on such
    date was $59.87, the respective closing per share prices on the
    New York Stock Exchange on that date. Assumed that any new
    change in control occurred at the respective closing per share
    price.(b)
    
    Employees are credited with vacation time each calendar year
    based on position and tenure. If an employee voluntarily
    resigns, dies or retires during the year, he or she is paid for
    a portion of the current years unused vacation time. A
    payment also would be made if employment was involuntarily
    terminated without cause or by an executive for good reason. If
    an employees employment is terminated for cause or due to
    disability, no payment is made for any unused vacation time.
    Employees are unable to carryover to the following year any
    unused vacation time without prior approval. The amounts shown
    represent each executives accrued but unused vacation time
    as of December 29, 2006.(c)
    
    These severance payments and benefits are payable if the
    executives employment is terminated either (i) by TD
    Banknorth for any reason other than cause or (ii) by the
    executive if TD Banknorth takes certain adverse actions (a
    good reason termination).(d)
    
    Represents the cash lump sum payment to which each executive is
    entitled to under his or her employment or retention agreement.(e)
    
    Messrs. Ryan and Verrill are entitled to earnings on their
    noncompetition and retention payments at a rate of 4% per
    annum from March 1, 2005 to the date of the payment.(f)
    
    Each executives employment or retention agreement provides
    for age and service credits and certain other enhancements under
    our supplemental retirement plan or the executives
    supplemental retirement agreement, as applicable. The amounts
    shown represent the value of such enhancements in a lump sum
    cash amount.(g)
    
    Represents a prorated bonus for 2006 based on the average annual
    bonus paid to each executive for the three years ended
    December 31, 2005.(h)
    
    Under their employment agreements, Messrs. Ryan and Verrill
    would have been entitled to additional cash severance for
    36 months and 26 months, respectively, if an
    involuntary termination of employment by TD Banknorth without
    cause or a good reason termination by the executive occurred on
    December 29, 2006.(i)
    
    Represents the estimated cost of providing continued hospital,
    medical, dental, accident, disability and life insurance
    coverage for an assumed 36 months. The estimated costs
    assume the current premiums increase by 10% in each of 2008 and
    2009. The amounts have not been discounted to present value.(j)
    
    The vested stock options held by Messrs. Ryan, Verrill,
    Boyle, Fridlington, Greene and Ott and Ms. Suehrstedt had a
    value of approximately $12.2 million, $5.3 million,
    $254,000, $647,000, $593,000, $83,000 and $410,000,
    respectively, based on the $32.28 closing per share price of the
    TD Banknorth common stock on December 29, 2006. Such value
    can be obtained only if the executive actually exercises the
    vested options in the manner provided for by the applicable
    stock option plan and award agreement. In the event of a
    termination of employment, the executive (or the
    executives estate in the event of death) will have the
    right to exercise vested stock options for the period specified
    in the executives award agreement.(k)
    
    All unvested stock options will become fully vested upon death,
    disability, voluntary termination of employment on or after
    age 55 with at least five years of service or a change in
    control. For executives who meet the retirement criteria, the
    tables reflect accelerated vesting in the termination for good
    reason column. Ms. Suehrstedt and Mr. Boyle had not
    reached age 55 as of December 29, 2006.(l)
    
    All unvested time-vesting restricted stock units are deemed
    fully earned upon death, disability, a qualifying retirement on
    or after age 62.5, or a change in control.(m)
    
    All unvested performance-based restricted stock units become
    vested on a pro rata basis upon death, disability or a
    qualifying retirement, with an assumed payout at the threshold
    level as our performance through December 31, 2006 was
    below the threshold level. Assumes all unvested
    performance-based 162




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##### Table of Contents



restricted stock units were paid out at the target level in the
    event of a new change in control. For executives who meet the
    retirement criteria, the tables reflect accelerated vesting in
    the termination for good reason column. Does not reflect the
    impact of the January 2007 amendments to the performance
    criteria for periods subsequent to 2006.  (n)
    
    The TD RSUs will vest if the executives employment is
    terminated by TD Banknorth without cause, by the executive for
    good reason, or due to death, disability or retirement at or
    after age 65, but will not be paid out until as soon as
    practicable after March 1, 2008 based on the closing price
    of a common share of The Toronto-Dominion Bank on that date. The
    amounts shown are based on the $59.87 closing price of a share
    of The Toronto-Dominion Bank on December 29, 2006, which
    may be higher or lower than the closing price on March 1,
    2008. None of the executives had reached age 65 as of
    December 29, 2006.(o)
    
    Does not include the value of the vested benefits to be paid
    under our tax-qualified pension plan, 401(k) plan, supplemental
    retirement plan and supplemental retirement agreements and
    deferred compensation plan. See the Pension Benefits table and
    the Nonqualified Deferred Compensation table. Also does not
    include the value of vested stock options set forth in Note
    (j) above, earned but unpaid salary and reimbursable
    expenses. In addition, does not include any Section 280G
    tax gross-up
    payments as set forth in Note (p) below.(p)
    
    In the involuntary
    not-for-cause
    or good reason termination (absent a new change in control)
    column, each executive is entitled to a Section 280G tax
    gross-up
    payment if the parachute amounts associated with the payments
    and benefits to the executive exceed 105% of three times the
    executives average taxable income for the five years ended
    December 31, 2004 (the five years prior to The
    Toronto-Dominion Banks acquisition of a majority interest
    in us on March 1, 2005). In the event of such hypothetical
    termination of employment on December 29, 2006,
    Messrs. Ryan and Verrill would have been entitled to
    receive tax
    gross-up
    payments of approximately $8.3 million and
    $4.3 million, respectively. It is anticipated that the
    amount of these tax
    gross-up
    payments will be less if the executives continue to work until
    March 2008, which is when the noncompetition and retention
    amounts are scheduled to be paid. In the new change in control
    columns, each executive is entitled to a Section 280G tax
    gross-up
    payment if the parachute amounts exceed 105% of three times the
    executives average taxable income for the five years ended
    December 31, 2005. We have assumed that any new change in
    control is unrelated to the March 1, 2005 acquisition, and
    as a result only a portion of the parachute amounts associated
    with the March 1, 2005 acquisition are deemed to be a
    parachute amount in the new change in control scenarios. If a
    new change in control had occurred on December 29, 2006 and
    Mr. Boyles employment had been terminated without
    cause on such date, Mr. Boyle would have been entitled to
    receive a tax
    gross-up
    payment of approximately $788,000. In each case, if the
    parachute amounts exceed the applicable threshold by less than
    5%, then the payments and benefits are reduced by the minimum
    amount necessary so that they do not exceed such threshold. If
    Ms. Suehrstedts employment had been terminated on
    December 29, 2006 either involuntarily without cause or by
    her for good reason, her payments would have been subject to a
    reduction of approximately $11,000 so that her parachute amounts
    did not exceed her Section 280G threshold. The
    Section 280G tax
    gross-up
    amounts (and cut-back for Ms. Suehrstedt) set forth above
    are based on a hypothetical termination of employment or a new
    change in control as of December 29, 2006 and do not
    reflect any advance tax planning for such event. The
    gross-up
    amounts also do not include any reimbursements of tax or
    interest penalties that may be incurred by the executive.(q)
    
    If an executives employment had been terminated due to
    death on December 29, 2006, the executives
    beneficiaries or estate would receive life insurance proceeds
    equal to the following amounts: $5.7 million for
    Mr. Ryan, $541,000 for Mr. Verrill, $315,000 for
    Mr. Boyle, $338,000 for Mr. Fridlington, $322,000 for
    Ms. Suehrstedt, $325,000 for Mr. Greene and $318,000
    for Mr. Ott, excluding any supplemental life insurance
    which is paid for solely by the executive. In addition, the
    present value of the death benefits payable under the pension
    plan and our supplemental retirement plan or the
    executives supplemental retirement agreement, as
    applicable (excluding the value of the SERP enhancements)
    aggregate approximately $7.2 million for Mr. Ryan,
    $2.3 million for Mr. Verrill, $42,000 for
    Mr. Boyle, $578,000 for Mr. Fridlington, $103,000 for
    Ms. Suehrstedt, $161,000 for Mr. Greene and $116,000
    for Mr. Ott. The table shows the value of the SERP
    enhancements in the event of disability. In the event of death,
    the 163




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##### Table of Contents



SERP enhancements are generally less, with the present value
    lump sum amounts as follows: $4.3 million for
    Mr. Ryan, $2.9 million for Mr. Verrill, $107,000
    for Mr. Boyle, $1.2 million for Mr. Fridlington,
    and $476,000 for Ms. Suehrstedt. If an executives
    employment had been terminated due to disability on
    December 29, 2006, the executive would receive disability
    benefits of $9,500 per month for a maximum period until he
    or she reached age 67. An executive also will be entitled
    to benefits under our tax-qualified pension plan, 401(k) plan,
    supplemental retirement plan and supplemental retirement
    agreements and deferred compensation plan. See the Pension
    Benefits table and the Nonqualified Deferred Compensation table.(r)
    
    Upon a voluntary termination of employment after an executive
    has reached early retirement age of 55 or normal retirement age
    of 65, the executive will be entitled to benefits under our
    tax-qualified pension plan, 401(k) plan, supplemental retirement
    plan and supplemental retirement agreements and deferred
    compensation plan, subject to certain reductions in the event of
    an early retirement prior to age 65. See the Pension
    Benefits table and the Nonqualified Deferred Compensation table.
    None of the executives shown in the table had reached
    age 65 as of December 29, 2006, and Ms Suehrstedt and
    Mr. Boyle had not reached age 55 as of such date. If
    the executives had retired on December 29, 2006 and taken a
    lump sum payment of their supplemental retirement benefits, the
    lump sum amounts would have been approximately $8.0 million
    for Mr. Ryan, $2.6 million for Mr. Verrill,
    $557,000 for Mr. Fridlington, $0 for Ms. Suehrstedt,
    $0 for Mr. Boyle, $319,000 for Mr. Greene, and
    $283,000 for Mr. Ott. These amounts are generally higher
    than the present value of the accumulated benefits shown in the
    Pension Benefits table because of differences in the applicable
    discount rates. Upon his retirement on December 31, 2006,
    Mr. Greenes unvested stock options and restricted
    stock units became fully vested. Based on the closing price of
    $32.28 per share of TD Banknorth common stock on
    December 29, 2006, the value of the accelerated stock
    options and performance-based restricted stock units was
    $142,978 and $85,837, respectively, assuming the
    performance-based restricted stock units were paid at the
    minimum threshold levels.  Director
    Compensation
  and/or
  Cash Compensation Paid to Board
    Members.
  Equity Awards.
   164




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##### Table of Contents



Deferred Compensation Plan.
  Special Committee Fees.
    Fees Earnedor Paid in


Stock


Option


All OtherName

Cash ($)


Awards ($)


Awards ($)


Compensation ($)


Total ($)(1)


(2)William E. Bennett

$
73,938


$
15,000


$
10,052






$
98,990Robert G. Clarke


104,688



15,000



10,052







129,740P. Kevin Condron


78,563



15,000



10,052







103,615John O. Drew


79,938



15,000



10,052







104,990Brian M. Flynn(3)


32,916



15,000



10,052







57,968Colleen A. Khoury(4)


45,938















45,938Joanna T. Lau(5)


17,250



15,000



10,052







42,302Dana Levenson


110,438



15,000



10,052







135,490Steven T. Martin


57,938



15,000



10,052







82,990John M. Naughton


59,063



15,000



10,052







84,115Malcolm Philbrook(4)


57,063















57,063Angelo Pizzagalli(4)


53,938















53,938Wilbur J. Prezzano


48,563



15,000



10,052







73,615Irving E. Rogers III


58,938



15,000



10,052







83,990David A. Rosow(3)


30,541



15,000



10,052







55,593Curtis M. Scribner


106,188



15,000



10,052







131,240Peter G. Vigue(5)


22,950



15,000



10,052


$
9,335
(6)


48,002Gerry S. Weidema


71,438



15,000



10,052







96,490     (1)
    
    Represents the value of 509 shares of restricted common
    stock based on the June 30, 2006 closing price of TD
    Banknorths common stock on the New York Stock Exchange. As
    of December 31, 2006, each director held 2,844 shares
    of restricted stock awarded as compensation, except for
    Messrs. Flynn, Rosow and Vigue and Ms. Lau, who each
    held 509 shares of restricted stock, and for
    Messrs. Philbrook and Pizzagalli and Ms. Khoury, who
    left the Board effective at the annual meeting of shareholders
    in May 2006 and therefore the restrictions on shares they held
    were lifted at that time. 165




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##### Table of Contents



(2)
    
    Reflects the dollar amount recognized for financial statement
    reporting purposes for the year ended December 31, 2006 in
    accordance with FAS 123(R), and thus includes amounts from
    awards granted in and prior to 2006. For a list of the number of
    options outstanding held by each current director, see
    footnote 4 to the Beneficial Ownership of Common
    Stock by Certain Beneficial Owners and Management table
    under Item 12 of this Report. Ms. Khoury and
    Messrs. Philbrook and Pizzagalli held options to purchase
    2,000, 2,000 and 4,000 shares of TD Banknorth common stock
    at December 31, 2006, respectively.(3)
    
    Messrs. Flynn and Rosow were appointed to the Board
    effective upon the acquisition of Hudson United by TD Banknorth
    on January 31, 2006.(4)
    
    Ms. Khoury and Messrs. Philbrook and Pizzagalli did
    not stand for re-election and their service as directors ended
    on May 9, 2006.(5)
    
    Ms. Lau and Mr. Vigue were elected to the Board at the
    annual meeting of shareholders on May 9, 2006.(6)
    
    Represents incentive payments made under our referral program.  Compensation
    Committee Report
  Regulation S-K
  The Human
    Resources and Compensation Committee        166




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


Weighted Average


Under Equitybe Issued Upon Exercise


Exercise Price of


Compensation Plansof Outstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a)(a)


(c)


(b)Equity compensation plans approved
    by security holders


8,750,731
(1)

$
27.15
(1)


5,301,052
(2)Equity compensation plans not
    approved by security holders










8,750,731
(3)

$
27.15



5,301,052
(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 could purchase shares of
    TD Banknorth common stock at semi-annual intervals each
    year at a purchase price determined by a committee of our board
    of directors which administered 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 the 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. The Employee Stock Purchase Plan was
    discontinued effective January 1, 2007.(2)
    
    Includes shares available for future issuance under the Employee
    Stock Purchase Plan. At December 31, 2006, an aggregate of
    775,972 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, 2006, a total of 450,071 shares of TD
    Banknorth common stock were issuable upon the exercise of
    outstanding options under those assumed plans and the weighted
    average exercise price of those outstanding options was
    $18.33 per share. No additional options may be granted
    under any assumed plan. 167




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##### Table of Contents



Beneficial
    Ownership of Common Stock by Certain Beneficial Owners and
    Management
    Shares Beneficially Ownedas of February 20, 2007(1)Name of Beneficial Owner

Amount


PercentGreater than 5%
    Holders:The Toronto-Dominion Bank


143,960,169



59.4
%Toronto-Dominion CentreToronto, Ontario MSK 1A2Private Capital Management,
    L.P.


18,781,042
(2)


7.78889 Pelican Bay Blvd.Naples, Florida 34108Directors:William E. Bennett(3)


6,844
(4)


W. Edmund Clark(3)






Robert G. Clarke


11,266
(4)


P. Kevin Condron


26,394
(4)


John Otis Drew


9,989
(4)


Brian M. Flynn


6,252
(4)


Joanna T. Lau


6,852
(4)


Dana S. Levenson


16,138
(4)


Steven T. Martin


17,073
(4)


Bharat Masrani






John M. Naughton


24,322
(4)


Wilbur J. Prezzano(3)


6,844
(4)


Irving E. Rogers, III


11,876
(4)


David A. Rosow


433,676
(4)(5)


William J. Ryan


1,244,771
(6)


Curtis M. Scribner


20,455
(4)


Peter G. Vigue


14,802
(4)


Gerry S. Weidema


19,781
(4)


Executive officers who are not
    directors and who are named in the Summary Compensation
    Table:Stephen J. Boyle


76,045
(6)Peter J. Verrill


556,880
(6)


John W. Fridlington


141,227
(6)Wendy Suehrstedt


106,509
(6)Andrew W. Greene


177,240
(6)


David J. Ott


54,081
(6)


All current directors and
    executive officers of TD Banknorth as a group (26
    persons)


3,045,508
(7)


1.2
%     (1)
    
    The number of shares beneficially owned by the persons set forth
    above is determined under rules under Section 13 of the
    Exchange Act, and the information is not necessarily indicative
    of beneficial ownership for any other purpose. Under such rules,
    an individual is considered to beneficially own any shares of
    common stock if he or she directly or indirectly has or shares:
    (i) voting power, which includes the power to vote or to
    direct the voting of the shares, or (ii) investment power,
    which includes the power to dispose or direct the disposition of
    the shares. Unless otherwise indicated, an individual has sole
    voting power and 168




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##### Table of Contents



sole investment power with respect to the indicated shares and
    all individual holdings amount to less than 1% of the issued and
    outstanding common stock.(2)
    
    Based on an amended Schedule 13G filed by Private Capital
    Management, L.P. (PCM), a registered investment
    advisor, with the SEC on February 14, 2007, Bruce S.
    Sherman and Gregg J. Powers, chief executive officer and
    president of PCM, respectively, exercise in these capacities
    shared voting power and shared dispositive power with respect to
    the shares of TD Banknorth common stock held by PCMs
    clients and managed by PCM. Also includes 178,461 shares of
    TD Banknorth common stock for which Messrs. Sherman and
    Powers have sole voting power and sole dispositive power.(3)
    
    Each of Messrs. Bennett, Clark and Prezzano also serves as
    a director
    and/or
    executive officer of The Toronto-Dominion Bank. Each such person
    disclaims beneficial ownership of the shares of TD Banknorth
    common stock owned by The Toronto-Dominion Bank.(4)
    
    Includes options to purchase shares of common stock pursuant to
    our 2003 Equity Incentive Plan, as follows:  No. ofName

SharesWilliam E. Bennett


4,000Robert G. Clarke


4,000P. Kevin Condron


6,000John Otis Drew


4,000Brian M. Flynn


2,000Joanna T. Lau


2,000Dana S. Levenson


4,000Steven T. Martin


6,000John M. Naughton


4,000Wilbur F. Prezzano


4,000Irving E. Rogers, III


4,000David A. Rosow


2,000Curtis M. Scribner


4,000Peter G. Vigue


14,000Gerry S. Weidema


12,000   (5)
    
    Of this total, 386,458 shares are held in trust for
    Mr. Rosows wife, 30,024 shares are held in
    certain grantor retained annuity trusts of which Mr. Rosow
    is a trustee, 7,615 shares are held in the Rosow Family
    Foundation Charitable Trust of which Mr. Rosow is a trustee
    and 6,970 shares are held in Mr. Rosows IRA.
    Mr. Rosow disclaims beneficial ownership of the shares held
    in trust for his wife.(6)
    
    Includes shares over which an officer has voting power under our
    401(k) Plan and options to purchase shares of common stock
    granted pursuant to our stock option plans which are exercisable
    within 60 days of February 20, 2007, as follows:  401(k)


CurrentlyPlan


Exercisable OptionsWilliam J. Ryan


41,548



1,189,375Stephen J. Boyle


6,993



58,787Peter J. Verrill


8,757



535,200John W. Fridlington


5,013



133,625Wendy Suehrstedt


2,839



95,992Andrew W. Greene






174,900David J. Ott


10,856



43,225   (7)
    
    Includes a total of 78,391 shares of common stock which are
    held by the trust established pursuant to our 401(k) Plan on
    behalf of executive officers of TD Banknorth as a group. Also
    includes 2,345,061 shares of common stock which may be
    acquired by directors and executive officers as a group upon the
    exercise of outstanding stock options which are exercisable
    within 60 days of February 20, 2007; shares subject to
    the foregoing stock options are deemed to be outstanding for the
    purpose of computing the percentage of common stock beneficially
    owned by directors and executive officers of TD Banknorth as a
    group. 169




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##### Table of Contents



Beneficial
    Ownership of Class B Common Stock
      Item 13
    Certain
    Relationships and Related Transactions and Director
    Independence  Indebtedness
    of Directors and Management and Certain Transactions
        Transactions
    with The Toronto-Dominion Bank
    Purchases of TD Banknorth Common
    Stock.
     170




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##### Table of Contents



Other Transactions and Relationships.
  Interest Rate Agreements.
  Foreign Exchange Activities.
  Stewardship Agreement.
  Referral Fees. and/or
  Line of Credit.
  Federal Funds Purchased.
  Naming Rights Agreement. 20-year
  Total Return Swap Agreement.
 171




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##### Table of Contents



Deposit Assumption.
  Independence
    of TD Banknorths Board of Directors and Members of Its
    Committees
           172




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##### Table of Contents



Item 14
    Principal
    Accounting Fees and Services    Year Ended December 31,2006


2005Audit fees(1)

$
1,814,591


$
1,459,864Audit-related fees(2)


22,700



23,360Tax fees(3)






110,000All other fees






Total

$
1,837,291


$
1,593,224     (1)
    
    Audit fees consist of fees incurred in connection with the audit
    of our annual financial statements and the review of the interim
    financial statements included in our quarterly reports filed
    with the SEC, the review of managements assessment of
    internal control over financial reporting and the assessment of
    the effectiveness of TD Banknorths internal controls, as
    well as work generally only the independent registered public
    accounting firm can reasonably be expected to provide, such as
    statutory audits, comfort letters, consents and assistance with
    and review of documents filed with the SEC.(2)
    
    Audit-related fees for 2006 and 2005 consist of fees incurred
    for services reasonably related to the performance of the audit
    or review of our financial statements, including certain
    agreed-upon
    procedures and engagements.(3)
    
    Tax fees in 2005 consist of fees paid in connection with a
    telecommunications tax refund project and with analyses with
    respect to the operation of Section 280G of the Internal
    Revenue Code in connection with acquisition activity.    de
    minimis
 173




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##### Table of Contents



PART IV.  Item 15.
    Exhibits and
    Financial Statement Schedules                  Form 10-K.
  Exhibit No.

Exhibit

Location2(a)

Agreement and Plan of Merger among
    The Toronto-Dominion Bank, Bonn Merger Co. and TD Banknorth,
    dated as of November 19, 2006

(1)3(a)

Certificate of Incorporation of TD
    Banknorth

(2)3(b)

Bylaws of TD Banknorth

(2)4(a)

Specimen Common Stock certificate

(2)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.

(2)4(c)

Instruments defining the rights of
    security holders, including indentures

(3)10(a)(1)

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

(4)10(a)(2)

First Amendment, dated as of
    May 9, 2006, to the Employment Agreement, dated as of
    August 25, 2004, among TD Banknorth, The Toronto-Dominion
    Bank and William J. Ryan

(5)10(a)(3)

Second Amendment, dated as of
    October 19, 2006, to the Employment Agreement, dated as of
    August 25, 2004, among TD Banknorth, The Toronto-Dominion
    Bank and William J. Ryan

(6)10(a)(4)

Waiver Letter entered into between
    TD Banknorth and William J. Ryan, dated as of November 19,
    2006

(7)10(b)(1)

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

(4)10(b)(2)

First Amendment, dated as of
    May 9, 2006, to the Employment Agreement between
    TD Banknorth and Peter J. Verrill

(5)10(b)(3)

Waiver Letter entered into between
    TD Banknorth and Peter J. Verrill, dated as of November 19,
    2006

(7) 174




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##### Table of Contents



Exhibit No.

Exhibit

Location10(c)(1)

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

(4)10(c)(2)

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

(8)10(d)(1)

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

(4)10(d)(2)

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

(8)10(e)(1)

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

(4)10(e)(2)

First Amendment, dated as of
    May 9, 2006, to Retention Agreement between
    TD Banknorth and Wendy Suehrstedt

(5)10(f)(1)

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

(4)10(f)(2)

First Amendment, dated as of
    May 9, 2006, to Retention Agreement between
    TD Banknorth and Stephen J. Boyle

(5)10(f)(3)

Waiver Letter entered into between
    TD Banknorth and Stephen J. Boyle, dated as of
    November 19, 2006

(7)10(g)(1)

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

(4)10(g)(2)

First Amendment, dated as of
    May 9, 2006, to Retention Agreement between
    TD Banknorth and John W. Fridlington

(5)10(h)(1)

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

(4)10(h)(2)

First Amendment, dated as of
    May 9, 2006, to Retention Agreement between
    TD Banknorth and Carol L. Mitchell

(5)10(h)(3)

Waiver Letter entered into between
    TD Banknorth and Carol L. Mitchell, dated as of
    November 19, 2006

(7)10(i)(1)

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

(9)10(i)(2)

First Amendment, dated as of
    May 9, 2006, to Retention Agreement between
    TD Banknorth and Edward P. Schreiber

(5)10(j)

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

(10)10(k)

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

(10)10(l)

Amended and Restated Supplemental
    Retirement Agreement between TD Banknorth and John W.
    Fridlington

(10)10(m)

Amended and Restated
    TD Banknorth Supplemental Retirement Plan (which covers
    each executive officer of TD Banknorth named in this
    Report, other than Messrs. Ryan, Verrill and Fridlington)

(10)10(n)

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

(11) 175




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##### Table of Contents



Exhibit No.

Exhibit

Location10(o)

1986 Stock Option and Stock
    Appreciation Rights Plan, as amended

(12)10(p)

Amended and Restated Employee
    Stock Purchase Plan

(13)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.)

(14)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.)

(15)10(s)(1)

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

(15)10(s)(2)

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

(9)10(s)(3)

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

(16)10(s)(4)

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

(16)10(s)(5)

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

(16)10(t)(1)

1996 Equity Incentive Plan, as
    restated

(17)10(t)(2)

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

(18)10(t)(3)

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

(18)10(u)

Executive Incentive Plan

(17)10(v)(1)

Amended and Restated 2003 Equity
    Incentive Plan

(19)10(v)(2)

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

(18)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

(18)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

(18)10(v)(5)

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

(20)10(v)(6)

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

(20)10(v)(7)

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

(20)10(v)(8)

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

(20)10(v)(9)

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

(10)10(v)(10)

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

(20)10(v)(11)

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

(10)10(v)12

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

(12) 176




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##### Table of Contents



Exhibit No.

Exhibit

Location10(w)(1)

2005 Performance Based Restricted
    Share Unit Plan of TD Banknorth

(21)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

(24)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

(8)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

(8)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

(22)10(x)

Restricted Stock Unit Award
    Agreement  Cash Settlement, to Edward Schreiber, with
    respect to the common shares of The Toronto-Dominion Bank, dated
    as of October 19, 2006

(6)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     (1)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth on November 22, 2006 (SEC
    file
    No. 000-51179).(2)
    
    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).(3)
    
    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.(4)
    
    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).(5)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth on May 15, 2006 (SEC file
    No. 000-51179).(6)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth on October 23, 2006 (SEC
    file
    No. 000-51179).(7)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth on November 22, 2006 (SEC
    file
    No. 000-51179).(9)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth on February 1, 2006 (SEC
    file
    No. 000-51179).(10)
    
    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). 177




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##### Table of Contents



(11)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth on January 25, 2007 (SEC
    file
    No. 000-51179).(12)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth on December 18, 2006 (SEC
    file
    No. 000-51179).(13)
    
    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.(14)
    
    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).(15)
    
    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).(16)
    
    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).(17)
    
    Exhibit is incorporated by reference to TD Banknorth
    Inc.s
    Form 10-K
    report for the year ended December 31, 2005 (SEC file
    No. 001-51179).(18)
    
    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).(19)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth on March 23, 2005 (SEC
    file
    No. 000-51179).(20)
    
    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).(21)
    
    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).(22)
    
    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).(23)
    
    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).(24)
    
    Exhibit is incorporated by reference to the
    Form 8-K
    report filed by TD Banknorth with the SEC on
    February 26, 2007 (SEC file
    No. 000-51179).       178




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##### Table of Contents



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

Date: February 28, 2007/s/  W.
    Edmund ClarkW.
    Edmund Clark
    Director

Date: February 28, 2007/s/  Robert
    G. ClarkeRobert
    G. Clarke
    Director

Date: February 28, 2007/s/  P.
    Kevin CondronP.
    Kevin Condron
    Director

Date: February 28, 2007/s/  John
    Otis DrewJohn
    Otis Drew
    Director

Date: February 28, 2007/s/  Brian
    M. FlynnBrian
    M. Flynn
    Director

Date: February 28, 2007/s/  Joanna
    T. LauJoanna
    T. Lau
    Director

Date: February 28, 2007/s/  Dana
    S. LevensonDana
    S. Levenson
    Director

Date: February 28, 2007 179




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##### Table of Contents



/s/  Steven
    T. MartinSteven
    T. Martin
    Director

Date: February 28, 2007/s/  Bharat
    B. MasraniBharat
    B. Masrani
    Director and President

Date: February 28, 2007/s/  John
    M. NaughtonJohn
    M. Naughton
    Director

Date: February 28, 2007/s/  Wilbur
    J. PrezzanoWilbur
    J. Prezzano
    Director

Date: February 28, 2007/s/  Irving
    E.
    Rogers, IIIIrving
    E. Rogers, III
    Director

Date: February 28, 2007/s/  David
    A. RosowDavid
    A. Rosow
    Director

Date: February 28, 2007/s/  William
    J. RyanWilliam
    J. Ryan
    Chairman and Chief Executive Officer (principal executive
    officer)

Date: February 28, 2007/s/  Curtis
    M. ScribnerCurtis
    M. Scribner
    Director

Date: February 28, 2007/s/  Peter
    G. ViguePeter
    G. Vigue
    Director

Date: February 28, 2007/s/  Gerry
    S. WeidemaGerry
    S. Weidema
    Director

Date: February 28, 2007/s/  Stephen
    J. BoyleStephen
    J. Boyle
    Executive Vice President and
    Chief Financial Officer (principal
    financial and accounting officer)

Date: February 28, 2007  180