Delaware		6021		01-0437984
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code No.)		(I.R.S. Employer Identification No.)

Gerard L. Hawkins, Esq.		Ronald H. Janis, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.		Pitney Hardin LLP
734 15th Street, N.W.		7 Times Square
Suite 1200		New York, New York 10036
Washington, D.C. 20005		(212) 297-5800
(202) 347-0300

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Information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

[TD BANKNORTH LOGO]	[HUDSON UNITED LOGO]

For TD Banknorth shareholders:		For Hudson United shareholders:
, 2005		, 2005
10:00 a.m., local time		10:00 a.m., local time
The Portland Marriott Hotel		The Sheraton Crossroads Hotel
200 Sable Oaks Drive		One International Boulevard
South Portland, Maine 04106		Mahwah, New Jersey 07495

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

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	1. To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of July 11, 2005, among TD Banknorth Inc., Hudson United Bancorp and, solely with respect to Article X of the Agreement, The Toronto-Dominion Bank, and the transactions contemplated thereby; and
	2. To transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

	By Order of the Board of Directors,
	Carol L Mitchell, Esq.
	Executive Vice President,
	General Counsel and Corporate Secretary

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	1. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of July 11, 2005, among TD Banknorth Inc., Hudson United Bancorp and, solely with respect to Article X of the Agreement, The Toronto-Dominion Bank; and
	2. To transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

	By Order of the Board of Directors,
	Miranda Grimm
	Senior Vice President and
	Corporate Secretary

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

(i)

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

(ii)

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

(iii)

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

(iv)

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	•	You may send a written notice to the Corporate Secretary of TD Banknorth or Hudson United, as appropriate, stating that you would like to revoke your proxy.
	•	You may complete and submit a new proxy card or vote again by telephone or the Internet. The latest vote actually received before your company’s special meeting will be counted, and any earlier votes will be revoked.
	•	You may attend your company’s special meeting and vote in person. Any earlier proxy will be revoked. However, simply attending the meeting without voting will not revoke your proxy.

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	•	estimated cost savings and revenue enhancements from the merger or other proposed mergers may not be fully realized within the expected time frames;
	•	deposit attrition, customer loss or revenue loss following the merger or other proposed mergers may be greater than expected;
	•	competitive pressure among depository and other financial institutions may increase significantly;
	•	costs or difficulties related to the integration of the businesses of TD Banknorth and its merger partners, including Hudson United, may be greater than expected;
	•	changes in the interest rate environment may reduce interest margins;
	•	general economic or business conditions, either nationally or in the states or regions in which TD Banknorth does business, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit;

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	•	legislation or changes in regulatory requirements, including changes in accounting standards, may adversely affect the businesses in which TD Banknorth is engaged;
	•	adverse changes may occur in the securities markets, whether due to terrorist activities, world events or other factors; and
	•	competitors of TD Banknorth may have greater financial resources and develop products and technology that enable those competitors to compete more successfully than TD Banknorth.

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	•	Voting by Telephone: You can vote your shares by telephone by calling the toll-free telephone number on your proxy card. Telephone voting is available 24 hours a day. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. Our telephone voting procedures are designed to authenticate shareholders by using individual control numbers. If you vote by telephone, you do not need to return your proxy card.
	•	Voting via the Internet: You can vote via the Internet by accessing the web site listed on your proxy card and following the instructions you will find on the web site. Internet voting is available 24 hours a day. As with telephone voting, you will be given the opportunity to confirm that your instructions have been properly recorded. If you vote via the internet, you do not need to return your proxy card.
	•	Voting by Mail: If you choose to vote by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided.

	•	delivering prior to the special meeting a written notice of revocation addressed to Carol L. Mitchell, Executive Vice President, General Counsel and Secretary, TD Banknorth Inc., P.O. Box 9540, Two Portland Square, Portland, Maine 04112;
	•	delivering to TD Banknorth prior to the special meeting a properly executed proxy with a later date;
	•	voting on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted); or
	•	attending the special meeting and voting in person.

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

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

	•	delivering prior to the special meeting a written notice of revocation addressed to Miranda Grimm, Senior Vice President and Corporate Secretary, Hudson United Bancorp, 1000 MacArthur Boulevard, Mahwah, New Jersey 07430;
	•	delivering to Hudson United prior to the special meeting a properly executed proxy with a later date;
	•	voting on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted); or
	•	attending the special meeting and voting in person.

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

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

	•	Cost savings and revenue enhancements. The TD Banknorth board considered the presentations regarding the strategic advantages of combining with Hudson United, including, among other things, the opportunities that the merger could present for cost savings and revenue enhancements and various strategies by which TD Banknorth can grow and improve Hudson United’s franchise. As discussed under “— Operations of TD Banknorth After the Merger” beginning on page 99, fully-phased in cost savings are estimated to be approximately $60 million, pre tax, and revenue enhancements are estimated to amount to approximately $9.0 million on an after-tax basis in 2007;
	•	Expansion of TD Banknorth’s market. The TD Banknorth board considered the market expansion opportunities presented by the merger as a result of the substantial strengthening and expansion of TD Banknorth’s markets in Connecticut and eastern New York and its entrance into new markets in New Jersey and Pennsylvania, as well as the potential for TD Banknorth’s further expansion in these markets and contiguous markets;
	•	Attractive markets. The TD Banknorth board considered the fact that Hudson United’s markets generally are more affluent and have higher growth potential than many of TD Banknorth’s existing markets;
	•	Complimentary businesses and markets. The TD Banknorth board considered the complimentary nature of Hudson United’s and TD Banknorth’s lending and other business activities and community banking strategies;
	•	Ability to successfully enter new markets. The TD Banknorth board took into account that entrance into the new market areas of Hudson United involves strategies which are very similar to those used in TD Banknorth’s successful entries into Connecticut and Massachusetts;
	•	Familiarity with competitors. The TD Banknorth board noted that TD Banknorth is familiar with many competitors in Hudson United’s markets and has successfully competed with them in other regions;
	•	TD Banknorth’s ability to successfully integrate new institutions. The TD Banknorth board took into account TD Banknorth management’s successful track record in integrating acquired institutions;
	•	Reliance on The Toronto-Dominion Bank’s expertise. The TD Banknorth board considered TD Banknorth’s ability to use The Toronto-Dominion Bank’s expertise in Hudson United’s credit card and specialty finance businesses; and
	•	Continued involvement of Hudson United’s Chief Executive Officer. The TD Banknorth board considered the terms of the proposed consulting agreement between TD Banknorth and Kenneth T. Neilson, Chairman, President and Chief Executive Officer of Hudson United, and the fact that he would be providing post-closing advice to TD Banknorth regarding community relations and needs within Hudson United’s current market areas.

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	•	its knowledge of TD Banknorth’s business, operations, financial condition, earnings and prospects;
	•	its knowledge of Hudson United’s business, operations, financial condition, earnings and prospects, taking into account the results of TD Banknorth’s due diligence review of Hudson United;
	•	its knowledge of the current environment in the financial services industry, including continued consolidation, evolving trends in technology, increasing competition and the effects of these factors on financial institutions such as TD Banknorth and Hudson United; and
	•	current financial market conditions and the historical market prices of the TD Banknorth common stock and the Hudson United common stock.

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

	—	the risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to implement the merger;
	—	the challenges of integrating Hudson United’s businesses, operations and workforce with those of TD Banknorth;
	—	the risk of failing to successfully convert Hudson United’s systems into TD Banknorth’s systems;
	—	the risks of not obtaining shareholder and regulatory approvals which are needed in order to complete the merger;
	—	the risks associated with achieving anticipated cost savings, potential revenue enhancements and other potential financial benefits within expected time frames as well as with maintaining reorganization, integration and restructuring expense at anticipated levels; and
	—	the risk of a decrease in the price of the TD Banknorth common stock following public announcement of the merger agreement as a result of dilution to existing shareholders.

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

	—	based upon extensive discussions with potential acquirors in recent years, the board believed that the consideration represented the best value reasonably available at this time and that the agreement allowed for a post-signing market check if another bidder came forward;
	—	the price to be paid per share of Hudson United common stock in the transaction (based on the per share closing sale price of the TD Banknorth common stock price on July 8, 2005) represented a premium of 14% over the per share closing sale price of the Hudson United common stock on July 8, 2005 (the trading day immediately prior to the approval of the merger agreement by the Hudson United board);
	—	the potential for TD Banknorth stock price appreciation;
	—	the cash portion of the aggregate merger consideration, which would reduce the impact of fluctuations in the price of the TD Banknorth common stock prior to the closing;
	—	the option of Hudson United shareholders, subject to certain limitations, to choose to receive cash, stock or a combination thereof;
	—	the multiples, including price to book value, price to earnings and price to tangible book value, implied by TD Banknorth’s proposal compared favorably to those realized in comparable transactions; and
	—	the tax-free nature of the transaction to Hudson United shareholders with respect to shares of TD Banknorth common stock they receive in exchange for their shares of Hudson United common stock.

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	•	Cash/ Stock election procedures. Hudson United’s board considered the election and allocation procedure that allows Hudson United shareholders to elect between cash and stock, subject to limitations.
	•	Financial strength. Hudson United’s board considered the expected financial strength of the combined company following the merger, as well as the strength of The Toronto-Dominion Bank in its capacity as TD Banknorth’s majority shareholder. The Hudson United board also considered the ability of the combined company to realize cost savings and to take advantage of various business opportunities with greater financial resources.
	•	Opportunity for increased appreciation if The Toronto-Dominion Bank acquires the outstanding shares of TD Banknorth common stock not held by it. The Hudson United board considered the possibility that The Toronto-Dominion Bank may in the future acquire the shares of TD Banknorth common stock not held by it, in which case the TD Banknorth common stock may be acquired at an appreciated price.
	•	KBW opinion. Hudson United’s board evaluated the financial analyses and financial presentation of KBW as well as its oral opinion, which opinion was confirmed by delivery of a written opinion dated July 11, 2005, the date of the merger agreement, that, as of such date and based on and subject to the considerations set forth therein, the merger consideration was fair from a financial point of view to holders of Hudson United common stock. See “— Opinion of Hudson United’s Financial Advisor” beginning on page 58.

	•	Comparison of prospects of the merged entity and a stand-alone strategy. Hudson United’s board considered what it believed to be a number of strategic advantages of the merger in comparison to a stand-alone strategy.
	•	Enhanced regional retail banking presence. Hudson United’s board noted that the merger would create a strong regional banking franchise by combining TD Banknorth’s strong banking presence in the Northeast with Hudson United’s strong retail banking and commercial lending operations in the Connecticut, New York, New Jersey and Philadelphia areas.
	•	Attractive markets. Hudson United’s board noted the complementary nature of Hudson United’s and TD Banknorth’s geographic markets for consumer financial service products, which it believed to present a desirable strategic opportunity for geographic expansion and diversification.

	•	Ability to integrate. Hudson United’s board noted the integration record of TD Banknorth and that it was unlikely that there would be customer and employee disruption from consolidations in the integration phase;
	•	Similarity of business strategy, philosophy and culture. Hudson United’s board noted that Hudson United and TD Banknorth share a similar commitment to their shareholders, customers, employees and the communities they serve and are both focused on maintaining strong profitability with high asset quality, which Hudson United’s board believed would facilitate the process of integration of these two organizations.

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

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

	•	Hudson United’s knowledge of TD Banknorth’s business, operations, financial condition, earnings, asset quality and prospects;
	•	Hudson United’s board’s review of the reports of management and outside advisors concerning the operations, financial condition and prospects of TD Banknorth.
	•	Hudson United’s board’s review with its legal advisors of the provisions of the merger agreement. Some of the features of the merger agreement that Hudson United’s board considered are:

	—	the formula by which the merger consideration will be adjusted based on the stock price of the TD Banknorth common stock during a specified measurement period prior to the closing of the transaction;
	—	the ability of Hudson United’s board to comply with its fiduciary duties if Hudson United receives an unsolicited superior acquisition proposal; and
	—	TD Banknorth’s agreement to add two current directors of Hudson United to the board of directors of TD Banknorth upon completion of the merger.

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

	—	the challenges of integrating the businesses and operations of two large financial institutions;
	—	the possibility that anticipated transaction synergies, including anticipated cost savings, revenue enhancements and growth prospects, would not be achieved or would be achieved later than planned;
	—	the requirement to pay TD Banknorth a termination fee of up to $60 million in certain circumstances (see “— Termination Fee and Expenses” beginning on page 97);
	—	the possibility that TD Banknorth’s stock price falls, which, notwithstanding the cash component and the methodology for adjusting the merger consideration, would result in a decline in the value of the merger consideration to be received by Hudson United shareholders;
	—	the risks associated with possible delays in obtaining necessary regulatory and shareholder approvals and the terms of such regulatory approvals in light of regulatory enforcement actions against Hudson United;
	—	the possibility that merger integration would occupy more of management’s time and attention than anticipated and therefore impact other strategic and business priorities, along with the possibility that the merger may not be consummated; and
	—	the fact that the combined company will be controlled by The Toronto-Dominion Bank.

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	•	the merger agreement and the specific terms of the proposed transaction;
	•	publicly available information concerning TD Banknorth that Lehman Brothers believed to be relevant to its analysis, including TD Banknorth’s annual report on Form 10-K for the fiscal year ended December 31, 2004 and quarterly report on Form 10-Q for the quarter ended March 31, 2005;
	•	publicly available information concerning Hudson United that Lehman Brothers believed to be relevant to its analysis, including Hudson United’s annual report on Form 10-K for the fiscal year ended December 31, 2004 and quarterly report on Form 10-Q for the quarter ended March 31, 2005;
	•	financial and operating information with respect to the business, operations and prospects of Hudson United furnished to Lehman Brothers by Hudson United, including financial projections for Hudson United prepared by management of Hudson United (the “Hudson United Projections”) and earnings estimates for Hudson United prepared by management of TD Banknorth (“TD Banknorth Hudson United Estimates”);
	•	independent research analysts’ estimates of the future financial performance of Hudson United published by First Call and Institutional Brokers Estimate System (“Hudson United Research Estimates”);
	•	financial and operating information with respect to the business, operations and prospects of TD Banknorth furnished to Lehman Brothers by TD Banknorth, including, in particular, the amounts of certain cost savings and operating synergies expected by the management of TD Banknorth to result from the proposed transaction (the “Expected Synergies”);
	•	independent research analysts’ estimates of the future financial performance of TD Banknorth published by First Call and Institutional Brokers Estimate System (“TD Banknorth Research Estimates”);
	•	a trading history of the Hudson United common stock from July 3, 2000 to July 8, 2005 and a comparison of that trading history with those of other companies that Lehman Brothers deemed relevant;
	•	a trading history of the TD Banknorth common stock from July 3, 2000 to July 8, 2005 and a comparison of that trading history with those of other companies that Lehman Brothers deemed relevant;
	•	a comparison of the historical financial results and present financial condition of Hudson United with those of other companies that Lehman Brothers deemed relevant;

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	•	a comparison of the historical financial results and present financial condition of TD Banknorth with those of other companies that Lehman Brothers deemed relevant;
	•	the potential pro forma impact on TD Banknorth of the proposed transaction, including the Expected Synergies and the anticipated restructuring charges and integration costs in connection therewith as furnished to Lehman Brothers by TD Banknorth (the “Restructuring Charges”); and
	•	a comparison of the financial terms of the proposed transaction with the financial terms of certain other recent transactions that Lehman Brothers deemed relevant.

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	•	the merger agreement and the specific terms of the proposed transaction;
	•	publicly available information concerning TD Banknorth that Lehman Brothers believed to be relevant to its analysis, including TD Banknorth’s annual report on Form 10-K for the fiscal year ended December 31, 2004 and quarterly report on Form 10-Q for the quarter ended March 31, 2005;
	•	financial and operating information with respect to the business, operations and prospects of TD Banknorth furnished to Lehman Brothers by TD Banknorth;
	•	the TD Banknorth Research Estimates;
	•	the amended and restated stockholders agreement between TD Banknorth and The Toronto-Dominion Bank, dated as of August 25, 2004;
	•	a trading history of the TD Banknorth common stock from July 3, 2000 to July 8, 2005 and a comparison of that trading history with those of other companies that Lehman Brothers deemed relevant;
	•	a comparison of the historical financial results and present financial condition of TD Banknorth with those of other companies that Lehman Brothers deemed relevant;
	•	the potential pro forma impact of the proposed transaction on the current financial condition and future financial performance of TD Banknorth; and
	•	the potential alternatives available to TD Banknorth to issue equity in the public markets in order to fund the cash component of the merger consideration.

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	•	North Fork Bancorporation, Inc.
	•	M&T Bank Corporation
	•	TD Banknorth Inc.
	•	Commerce Bancorp, Inc.
	•	Mercantile Bankshares Corporation
	•	Fulton Financial Corporation
	•	Valley National Bancorp
	•	Webster Financial Corporation
	•	Chittenden Corporation
	•	Susquehanna Bancshares, Inc.
	•	Provident Bankshares Corporation
	•	First Commonwealth Financial Corporation

51

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

	•	Zions Bancorporation/ Amegy Bancorporation, Inc.
	•	BNP Paribas Group/ Commercial Federal Corporation
	•	Capital One Financial Corporation/ Hibernia Corporation
	•	TD Bank Financial Group/ Banknorth Group, Inc.
	•	Fifth Third Bancorp/ First National Bankshares of Florida, Inc.
	•	SunTrust Banks, Inc./ National Commerce Financial Corporation
	•	BNP Paribas Group/ Community First Bankshares, Inc.
	•	National City Corporation/ Provident Financial Group, Inc.
	•	North Fork Bancorporation/ GreenPoint Financial Corporation
	•	Sovereign Bancorp, Inc./ Seacoast Financial Services Corporation
	•	Independence Community Bank Corporation/ Staten Island Bancorp, Inc.

52

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	•	New York Community Bancorp, Inc./ Roslyn Bancorp, Inc.
	•	BB&T Corporation/ First Virginia Banks, Inc.

	•	the multiples of the transaction price per share to the acquired companies’ earnings per share for the last twelve months (“LTM”) at the time of announcement;
	•	the multiples of the transaction price per share to the acquired companies’ median current year consensus of earnings estimates per share at the time of announcement;
	•	the multiples of the transaction price per share to the acquired companies’ tangible book value per share using the acquired companies’ most recent financial reports at the time of announcement;
	•	the implied core deposit premium (defined as transaction value at the time of announcement of the merger less tangible book value divided by “core deposits,” with core deposits defined as total deposits less all certificates of deposit over $100,000, which is consistent with the definition of this term by SNL Financial, a recognized data service that compiles data for financial institutions); and
	•	the premiums per share paid by the acquirer compared to the share price of the acquired company prevailing one day, one week and one month prior to the announcement.

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

53

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54

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	•	North Fork Bancorporation, Inc.
	•	M&T Bank Corporation
	•	Comerica Incorporated
	•	AmSouth Bancorporation
	•	UnionBanCal Corporation
	•	Huntington Bancshares Incorporated
	•	Zions Bancorporation
	•	Commerce Bancorp, Inc.
	•	Compass Bancshares, Inc.
	•	Associated Banc-Corp
	•	Colonial BancGroup, Inc.
	•	Webster Financial Corporation

55

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

	•	2006 earnings for Hudson United based on TD Banknorth management estimates; thereafter grown at 10% per year;
	•	2006 earnings for TD Banknorth based on First Call earnings estimates; thereafter grown at 10% per year;
	•	the consideration paid to the Hudson United shareholders in the merger is equal to 51% TD Banknorth common stock and 49% cash; the cash component is funded by selling TD Banknorth shares to The Toronto-Dominion Bank at $31.79 per share;
	•	deposit intangibles equal to 3.5% of core deposits (with core deposits defined as total deposits less all certificates of deposit over $100,000) amortized on a sum-of-years digits basis over 10 years;
	•	TD Banknorth repurchases approximately 8.7 million shares of its common stock at the closing of the transaction;
	•	4.5% pre-tax cost of cash; and
	•	transaction closing date of March 31, 2006.

56

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57

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58

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	•	reviewed, among other things,

	—	the merger agreement,
	—	annual reports to shareholders and annual reports on Form 10-K of TD Banknorth’s predecessor, Banknorth Group, Inc.,
	—	quarterly reports on Form 10-Q of TD Banknorth and Banknorth Group, Inc.,
	—	annual reports to shareholders and annual reports on Form 10-K of Hudson United and
	—	quarterly reports on Form 10-Q of Hudson United;

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

	—	past and current business operations,
	—	regulatory matters,
	—	financial condition and
	—	future prospects of the respective companies;

	•	reviewed the market prices, valuation multiples, publicly reported financial condition and results of operations for Hudson United and TD Banknorth and compared them with those of certain publicly-traded companies that KBW deemed to be relevant;
	•	compared the proposed financial terms of the merger with the financial terms of certain other transactions that KBW deemed to be relevant; and
	•	performed other studies and analyses that it considered appropriate.

59

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	•	the merger will be completed substantially in accordance with the terms set forth in the merger agreement;
	•	the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct;
	•	each party to the merger agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents;
	•	all conditions to the completion of the merger will be satisfied without any waivers; and
	•	in the course of obtaining the necessary regulatory, contractual or other consents or approvals for the merger, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, will be imposed that will have a material adverse effect on the future results of operations or financial condition of the combined entity or the contemplated benefits of the merger, including the cost savings and related expenses expected to result from the merger.

60

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	North Fork Bancorporation, Inc.
	M&T Bank Corporation
	Comerica Incorporated
	AmSouth Bancorporation
	UnionBanCal Corporation
	Huntington Bancshares Incorporated
	Zions Bancorporation
	Commerce Bancorp, Inc.
	Compass Bancshares, Inc.
	Associated Banc-Corp
	Colonial BancGroup, Inc.
	Webster Financial Corporation

	Webster Financial Corporation
	Mercantile Bankshares Corporation
	Valley National Bancorp
	Fulton Financial Corporation
	Wilmington Trust Corporation
	Susqhehanna Bancshares, Inc.
	Provident Bankshares Corporation
	First Commonwealth Financial Corporation
	F.N.B. Corporation
	NBT Bancorp Inc.
	National Penn Bancshares, Inc.
	Community Bank System, Inc.
	Signature Bank
	Sun Bancorp, Inc.
	S&T Bancorp, Inc.
	Harleysville National Corporation
	Yardville National Bancorp
	U.S.B. Holding Co., Inc.
	Sterling Financial Corporation

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

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

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

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

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

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

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

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

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

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	•	book value per share of the acquired company based on the latest publicly available financial statements of the company available prior to the announcement of the acquisition;
	•	tangible book value per share of the acquired company based on the latest publicly available financial statements of the company available prior to the announcement of the acquisition;
	•	the closing market price of the acquired company, if publicly traded or listed, on the day preceding the announcement of the transaction; and
	•	the closing market price of the acquired company, if publicly traded or listed, on the day one month preceding the announcement of the transaction.

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

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	•	a range of terminal multiples applied to year 2010 earnings per share of 15.0x to 18.0x;
	•	a range of post 2006 earnings per share growth of 6.0% to 10.0%; and
	•	a range of discount rates of 10.0% to 14.0%.

	•	a range of terminal multiples applied to year 2010 cash earnings per share of 11.0x to 14.0x;
	•	a range of post 2006 cash earnings per share growth of 6.0% to 10.0%; and
	•	a range of discount rates of 10.0% to 14.0%.

66

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

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	•	an amount in cash equal to the sum of (i) $21.07 and (ii) 0.7247 times the “average TD Banknorth closing price,” or
	•	a number of shares of TD Banknorth common stock equal to the cash amount determined above divided by the average TD Banknorth closing price, which we refer to as the “exchange ratio.”

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		Percentage								Aggregate								Value of
		Change in				Aggregate				Value of								Consideration
		TD Banknorth				Cash				Stock				Aggregate				Per Hudson				Aggregate
Average TD Banknorth		Stock				Consideration				Consideration				Consideration				United				Cash/Stock				Exchange
Closing Price(1)		Price(2)				($MM)				($MM)(3)				($MM)				Share(4)				Percentage				Ratio(4)
$37.45			+25	%		$	941.8			$	1,213.1			$	2,154.9			$	48.21				44/56	%			1.2873	x
35.95			20				941.8				1,164.5				2,106.3				47.13				45/55				1.3108
34.45			15				941.8				1,116.0				2,057.8				46.04				46/54				1.3363
32.96			10				941.8				1,067.5				2,009.3				44.95				47/53				1.3641
31.46			5				941.8				1,019.0				1,960.8				43.87				48/52				1.3945
29.96			—				941.8				970.5				1,912.2				42.78				49/51				1.4280
28.46			(5	)			941.8				921.9				1,863.7				41.70				51/49				1.4650
26.96			(10	)			941.8				873.4				1,815.2				40.61				52/48				1.5061
25.47			(15	)			941.8				824.9				1,766.7				39.53				53/47				1.5521
23.97			(20	)			941.8				776.4				1,718.1				38.44				55/45				1.6038
22.47			(25	)			941.8				727.8				1,669.6				37.35				56/44				1.6624

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

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

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

If 85% of Shares Elect

If 15% of Shares Elect

Cash, Then:

Cash, Then:

(a) Shareholders Electing Stock will

Receive All TD Banknorth Common

(a) Shareholders Electing Cash will

Stock, and

Receive All Cash, and

(b) Shareholders Electing Cash will

(b) Shareholders Electing Stock will

Receive the Merger Consideration in

Receive the Merger Consideration in

Stock and Cash in Accordance with the

Stock and Cash in Accordance with the

Following Percentages:

Following Percentages:

% of Merger

% of Merger

Consideration in

% of Merger

Consideration in

% of Merger

TD Banknorth Average Price Per Share

TD Banknorth

Consideration

TD Banknorth

Consideration

During Pre-Closing Measurement Period

Common Stock

in Cash

Common Stock

in Cash

$32.96

45

%

55

%

63

%

37

%

$29.96

42

58

60

40

$26.96

39

61

57

43

71

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	•	TD Banknorth and the human resources committee of the board of directors of TD Banknorth shall be substituted for Hudson United and the Hudson United board of directors or duly authorized board committee administering the Hudson United stock option plans;
	•	each Hudson United stock option assumed by TD Banknorth will be exercisable solely for shares of TD Banknorth common stock;
	•	the number of shares of TD Banknorth common stock subject to such Hudson United stock option will be equal to the number of shares of Hudson United common stock subject to such Hudson United stock option immediately before the effective time of the merger multiplied by the exchange ratio, with any fractional interest rounded down to the nearest share; and
	•	the per share exercise price under each such Hudson United stock option will be adjusted by dividing the per share exercise price under each such Hudson United stock option by the exchange ratio, rounded down to the nearest cent.

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	•	receipt of the required approvals of the shareholders of Hudson United and TD Banknorth of the merger agreement;
	•	the receipt and continued effectiveness of all regulatory approvals required to consummate the merger and the other transactions contemplated by the merger agreement and the expiration of all applicable statutory waiting periods;
	•	approval for the listing on the New York Stock Exchange of the shares of TD Banknorth common stock to be issued in the merger and the TD Banknorth stock sale;
	•	the registration statement on Form S-4, which includes this joint proxy statement/ prospectus, remains effective under the Securities Act of 1933, as amended; and
	•	the absence of any injunction or other legal prohibition against the merger or the other transactions contemplated by the merger agreement.

	•	the representations and warranties of Hudson United are true and correct as of the date of the merger agreement and as of the closing date for the merger (except that certain representations and warranties will be read without materiality or material adverse effect qualifications), other than, in most cases, those failures to be true and correct that would not result or reasonably be expected to result, individually or in the aggregate, in a material adverse effect on Hudson United;
	•	performance in all material respects by Hudson United of the obligations required to be performed by it at or prior to the closing date for the merger;
	•	there is no legal or regulatory restriction or condition applicable to the merger that would be reasonably likely to have a material adverse effect (measured on a scale relative to Hudson United) on the business or operations of either Hudson United or TD Banknorth following completion of the merger, it being agreed that any requirement by the Federal Reserve Board, the OCC or the FDIC that TD Banknorth, TD Banknorth, NA or any of TD Banknorth’s other Subsidiaries (i) be subject to any cease-and-desist order or consent agreement or (ii) be a party to any written agreement or memorandum of understanding or be a party to any order or directive as a result of the matters which are the subject of or relate to any Hudson United regulatory agreement that, in the good faith opinion of TD Banknorth, would (i) materially restrict the operations of TD Banknorth, TD Banknorth, NA or TD Banknorth’s other subsidiaries, (ii) cause TD Banknorth or TD Banknorth, NA to be classified as other than “well managed” by any governmental entity or (iii) adversely affect the ability of TD Banknorth or TD Banknorth, NA to have acquisitions approved by any governmental entity, shall be deemed to have such a material adverse effect on TD Banknorth for this purpose;
	•	TD Banknorth’s receipt of a certificate of certain officers of Hudson United as to the number of shares of Hudson United common stock and Hudson United stock options outstanding on the closing date for the merger; and
	•	receipt of an opinion of TD Banknorth’s counsel that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

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	•	the representations and warranties of TD Banknorth are true and correct as of the date of the merger agreement and as of the closing date for the merger (except that certain representations and warranties will be read without materiality or material adverse effect qualifications), other than, in most cases, those failures to be true and correct that would not result or reasonably be expected to result, individually or in the aggregate, in a material adverse effect on TD Banknorth;
	•	performance in all material respects by TD Banknorth of the obligations required to be performed by it at or prior to the closing date for the merger; and
	•	receipt of an opinion of Hudson United’s counsel that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

	•	corporate or other organization and similar matters of Hudson United and its subsidiaries;
	•	capital structure;
	•	corporate authorization and validity and enforceability of the merger agreement and the absence of conflicts with organizational documents, laws and agreements;
	•	required approvals of and filings with governmental entities and other third parties;
	•	proper filing of documents with the SEC and the accuracy of information contained in those documents, and compliance with the Sarbanes-Oxley Act and the implementation of proper disclosure controls and procedures;
	•	the conformity with U.S. GAAP and SEC requirements of Hudson United’s financial statements filed with the SEC and the absence of undisclosed liabilities;
	•	broker’s and finder’s fees related to the merger;
	•	the absence of certain material changes or events since the date of Hudson United’s last audited financial statements;
	•	the absence of litigation, investigations and injunctions;
	•	tax matters;
	•	employees and employee benefit plans;
	•	the approval by Hudson United’s board of directors of the merger agreement and the merger and the recommendation of the merger agreement to the shareholders of Hudson United;
	•	Hudson United’s possession of all permits and regulatory approvals required to conduct its business and compliance by Hudson United with applicable laws and regulations;
	•	the existence, validity and absence of defaults under material contracts;
	•	agreements with or directives from regulatory agencies;
	•	title to real and personal property and the validity of and absence of defaults relating to leases for leased property;
	•	adequacy of insurance coverage;
	•	environmental matters;

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	•	the receipt of the opinion of Hudson United’s financial advisor as to the fairness, from a financial point of view, of the merger consideration to Hudson United’s shareholders;
	•	ownership and validity of intellectual property rights;
	•	labor matters;
	•	the nature of, absence of defaults relating to and financial position with respect to derivative instruments and transactions;
	•	compliance with the Investment Advisers Act of 1940, as amended, and the Investment Company Act of 1940, as amended;
	•	loan matters;
	•	the inapplicability of takeover statutes to Hudson United, the merger agreement and the transactions contemplated thereby;
	•	the completeness of Hudson United’s corporate records;
	•	the ability to obtain required regulatory approvals from governmental agencies; and
	•	the accuracy of Hudson United’s representations and warranties.

	•	corporate or other organization and similar matters;
	•	capital structure;
	•	authorization and validity of the merger agreement and the absence of conflicts with organizational documents, laws and agreements;
	•	required approvals of and filings with governmental entities and other third parties;
	•	proper filing of documents with the SEC and the accuracy of information contained in those documents, and compliance with the Sarbanes-Oxley Act and the implementation of proper disclosure controls and procedures;
	•	the conformity with U.S. GAAP and SEC requirements of TD Banknorth’s financial statements and the absence of undisclosed liabilities;
	•	broker’s and finder’s fees related to the merger;
	•	the absence of certain material changes or events since the date of TD Banknorth’s last audited financial statements;
	•	the absence of litigation, investigations and injunctions;
	•	tax matters;
	•	employees and employee benefit plans;
	•	the approval by TD Banknorth’s board of directors of the merger agreement and the transactions contemplated thereby and the recommendation of the merger agreement to the shareholders of TD Banknorth;
	•	TD Banknorth’s possession of all permits and regulatory approvals required to conduct its business and compliance by TD Banknorth with applicable laws and regulations;
	•	agreements with or directives from regulatory agencies;
	•	environmental matters;
	•	labor matters;

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	•	the nature of, absence of defaults relating to and financial position with respect to derivative instruments and transaction;
	•	compliance with the Investment Advisers Act of 1940, as amended, and the Investment Company Act of 1940, as amended;
	•	loan matters;
	•	the availability of adequate funds to pay the cash portion of the merger consideration;
	•	the ability to obtain required regulatory approvals from governmental entities; and
	•	the accuracy of TD Banknorth’s representations and warranties.

	•	changes applicable to banks or their holding companies generally in

	—	laws, rules or regulations of general applicability or published interpretations by courts or governmental authorities;
	—	generally accepted accounting principles in the United States; or
	—	regulatory accounting requirements;

	•	the announcement of the merger agreement or any action or omission of either party or any subsidiary of either party required under the merger agreement or taken or omitted to be taken with the express written permission of the other party;
	•	changes in general economic or capital market conditions affecting banks or their holding companies generally; or
	•	changes or events affecting the financial services industry generally and not specifically relating to TD Banknorth or Hudson United or their respective subsidiaries, as the case may be.

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	•	adjust, split, combine, reclassify any of its capital stock, or redeem, repurchase or otherwise acquire any of its capital stock;
	•	pay any dividends or other distributions on its capital stock, other than, subject to the provisions of the merger agreement which require Hudson United to coordinate the declaration of any dividends in respect of the Hudson United common stock and the record dates and payment dates relating thereto with that of the TD Banknorth common stock, regular quarterly dividends equal to the rate paid during the fiscal quarter immediately preceding the date of the merger agreement, dividends paid by subsidiaries of Hudson United and dividends on trust preferred securities;
	•	issue additional shares of its capital stock, except pursuant to the exercise of existing stock options, or issue any voting debt;
	•	enter into any new line of business or change its lending, investment, risk and asset-liability management and other material banking or operating policies in any material respect;
	•	dispose of any material assets;
	•	make any acquisition of or investment in any other person or of assets of another person, except for:

	—	foreclosures, restructurings and other similar acquisitions in connection with securing or collecting debts previously contracted in the ordinary course of business;
	—	purchases of investment securities in the ordinary course of business consistent with past practice; and
	—	loans originated or acquired in accordance with the loan restrictions described below;

	•	incur any indebtedness for borrowed money, issue any debt securities or guarantee the obligations of any person, except in the ordinary course of business consistent with past practice;
	•	enter into new, or amend, terminate or waive rights under, any material contract, except in the ordinary course of business consistent with past practice;
	•	foreclose on or take a deed or title to any multi-family residential or commercial real estate without first conducting a specified environmental assessment of the property, or foreclose or take a deed or title to any multi-family residential or commercial real estate if that assessment indicates the presence of a hazardous substance;
	•	subject to some exceptions,

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

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	—	establish, amend or terminate any Hudson United employee benefit plan;
	—	increase the funding obligation or contribution rate of specified Hudson United employee benefit plans; or
	—	increase the size of Hudson United’s board of directors.

	•	make any capital expenditures in excess of $3.0 million in the aggregate, other than budgeted expenditures disclosed to TD Banknorth;
	•	open, relocate or close any branch office or loan production or servicing facility or make an application to do so;
	•	make or acquire any loan or issue a commitment for any loan with a principal balance in excess of $10 million (TD Banknorth will be deemed to have consented to any such loan if it does not object within three days following receipt of notification from Hudson United);
	•	engage in any material transaction or incur any material obligation except in the ordinary course of business consistent with past practice;
	•	make payments or loans to, or transfer or lease any assets to, or enter into any arrangement with, any of its officers or directors or any of their immediate family members or other related parties, except in the ordinary course of business consistent with past practice and, with respect to compensation, in compliance with other covenants relating thereto;
	•	pay or otherwise satisfy any claim, including settling any litigation:

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

	•	amend its certificate of incorporation, bylaws or similar governing documents, or enter into an agreement relating to a business combination, liquidation or similar transaction;
	•	restructure or materially change its investment securities portfolio policy or the manner in which the portfolio is classified or reported; or invest in any mortgage-backed or mortgage related securities which would be considered “high-risk” securities under applicable regulatory pronouncements;
	•	make any material change in its policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service loans;
	•	take any action that is intended or would reasonably be expected to result in (i) any of the conditions to the closing of the merger not being satisfied or a required regulatory approval not being obtained without the imposition of a condition that is reasonably expected to have a material adverse effect on Hudson United or TD Banknorth after the merger or (ii) a material violation of any provision of the merger agreement;
	•	except as required by law or GAAP, make any changes in its accounting methods or method of tax accounting, practices or policies;
	•	enter into any securitizations of any loans or create any special purpose funding or variable interest entity;

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

	•	amend its certificate of incorporation, bylaws or similar governing documents in a manner that would materially and adversely affect the economic benefits of the merger to the holders of Hudson United common stock;
	•	declare or pay any extraordinary or special dividends on or make any other extraordinary or special distributions in respect of its capital stock, provided that this restriction shall not prohibit TD Banknorth from increasing the regular quarterly dividend on the TD Banknorth common stock; or
	•	except in satisfaction of debts previously contracted, make any material acquisition of, or investment in, assets or stock of any other person to the extent that such material acquisition or investment has, or would reasonably be expected to have, a material adverse effect on TD Banknorth;
	•	except as required by law or GAAP, make any change in its accounting methods;
	•	take any action that is intended or would reasonably be expected to result in (i) any of the conditions to closing the merger not being satisfied or a required regulatory approval not being obtained without the imposition of a condition that is reasonably expected to have a material adverse effect on Hudson United or TD Banknorth after the merger or (ii) a material violation of any provision of the merger agreement; or
	•	agree to, or make any commitment to, take any of the above restricted actions.

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	•	Hudson United has complied in all material respects with its obligations under the no solicitation covenant of the merger agreement, which is described under “— No Solicitation” below;
	•	Hudson United’s board of directors, after consultation with outside counsel, determines in good faith that the failure to effect a change in Hudson United recommendation would result in a violation of the board’s fiduciary duties under applicable law; and
	•	Hudson United has received an unsolicited bona fide acquisition proposal (as described below) from a third party which its board of directors concludes in good faith constitutes a superior proposal (as described below), after

	—	giving at least five business days’ notice to TD Banknorth of its intention to effect a change in Hudson United recommendation, specifying the material terms and conditions of the superior proposal and furnishing TD Banknorth a copy of the relevant proposed transaction agreement, if any, and
	—	negotiating with TD Banknorth during this period of not less than five business days to improve the terms of the merger agreement so that the acquisition proposal ceases to be a superior proposal after giving effect to any adjustments which may be offered by TD Banknorth pursuant to these negotiations.

	•	an “acquisition proposal” means a proposal, offer or transaction (other than a proposal or offer made by TD Banknorth or its affiliates) relating to any merger, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Hudson United or any of its subsidiaries whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of Hudson United, or any sale or other disposition of assets (including stock of Hudson United subsidiaries) and/or liabilities that constitute 10% or more of the net revenues, net income or assets of Hudson United and its subsidiaries, taken as a whole, or any purchase or other acquisition or tender offer or exchange offer that if consummated would result in such person beneficially owing 10% or more of the outstanding shares of common stock of Hudson United or any subsidiary of Hudson United whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of Hudson United; and
	•	a “superior proposal” means a bona fide written acquisition proposal to acquire a majority of the consolidated assets of Hudson United and its subsidiaries, or a majority of the voting securities of Hudson United, which the board of directors of Hudson United concludes in good faith to be more favorable to the shareholders of Hudson United, from a financial point of view, than the merger after receiving the advice of its financial advisor, taking into account the likelihood of consummation of such transaction on the terms set forth therein and taking into account all appropriate legal (with the advice of outside counsel), financial (including the financing terms of the proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law.

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	•	initiating, soliciting or knowingly encouraging or knowingly facilitating any inquiries or the making of any proposal or offer from any person with respect to, or a transaction that could reasonably be expected to lead to, an acquisition proposal;
	•	having any discussions with, or providing any confidential information or data to, any person relating to an acquisition proposal, or engaging in any negotiations concerning an acquisition proposal, or knowingly facilitating any effort or attempt to make or implement an acquisition proposal;
	•	approving or recommending, or proposing to approve or recommend, any acquisition proposal; or
	•	approving or recommending, or proposing to approve or recommend, or executing or entering into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any acquisition proposal or proposing or agreeing to do any of the foregoing.

	•	Hudson United’s board of directors concludes in good faith that the acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal;
	•	Hudson United’s board of directors, after consultation with outside counsel, determines in good faith that the failure to take those actions would result in a violation of the board’s fiduciary duties under applicable law;
	•	prior to providing any confidential information to the person making the inquiry or proposal, Hudson United enters into a confidentiality agreement with the person making the inquiry or proposal having terms that are no less favorable to Hudson United than those in the confidentiality agreement between TD Banknorth and Hudson United; and
	•	Hudson United provides TD Banknorth with a copy of any confidential information or data provided to such person making the inquiry or proposal.

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	•	such transaction would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States; or
	•	the effect of such transaction, in any section of the country, may be to substantially lessen competition, or tend to create a monopoly, or in any manner restrain trade,

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	•	Severance benefits of approximately $1.3 million under the Hudson United Employee Severance Plan, which will be paid on or before December 2005 for tax planning purposes, plus continuation of medical insurance at employee rates for 52 weeks,
	•	Consulting fees of $600,000 pursuant to a new two-year consulting agreement,
	•	Approximately $1.1 million as a result of the accelerated vesting of his 72,001 unvested stock options for Hudson United common stock, and
	•	Approximately $3.1 million as a result of the accelerated vesting of his unvested 72,300 shares of Hudson United restricted stock.

	•	Severance benefits of approximately $899,000 to Mr. Shara, $856,000 to Mr. Nelson, $471,000 to Mr. Nall and $319,000 to Mr. Mayo under the Hudson United Employee Severance Plan, plus continuation of medical insurance at employee rates for 52 weeks if their employment is terminated within the first 24 months following completion of the merger, except that the amounts for Messrs. Shara and Nelson would be approximately $450,000 and $428,000, respectively, if their employment is terminated after the one-year anniversary of the completion of the merger and prior to the two-year anniversary of such completion.
	•	New restricted stock units for TD Banknorth common stock having an initial value at the time of grant of approximately $450,000 for Mr. Shara, $428,000 for Mr. Nelson, $471,000 for Mr. Nall and $319,000 for Mr. Mayo, with the grants to begin vesting on the three-year anniversary of the completion of the merger if the executive is still employed by TD Banknorth or any of its subsidiaries at such time,
	•	As a result of the accelerated vesting of unvested stock options for Hudson United common stock, approximately $246,000 for Mr. Shara, $246,000 for Mr. Nelson, $0 for Mr. Nall and $164,000 for Mr. Mayo,
	•	As a result of the accelerated vesting of unvested restricted stock awards for Hudson United common stock, approximately $826,000 for Mr. Shara, $826,000 for Mr. Nelson, $441,000 for Mr. Nall and $0 for Mr. Mayo, and
	•	Approximately $1.2 million to Mr. Nall as a result of additional years of service being credited to him under his SERP participation agreement.

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	•	Severance benefits of approximately $1.3 million in the aggregate under the Hudson United Directors Severance Plan, and
	•	Annual retainer fees for serving on an advisory board of approximately $25,000 per year in the aggregate, plus fees for attending meetings.

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87

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88

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89

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	•	waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health, dental or disability plan of TD Banknorth,
	•	provide full credit under such plans for any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to their participation and
	•	waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to an employee on or after the completion of the merger to the extent the employee had satisfied any similar limitation or requirement under an analogous plan prior to the completion of the merger.

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	•	alter or change the amount or kind of the merger consideration,
	•	adversely affect the anticipated tax consequences of the merger to the holders of Hudson United common stock as a result of receiving the merger consideration or
	•	materially impede or delay consummation of the merger.

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	•	a citizen or resident of the United States;
	•	a corporation or other entity created or organized under the laws of the United States or any of its political subdivisions;
	•	a trust that (i) is subject to the supervision of a court within the United States and the control of one or more United States persons or (ii) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person; or
	•	an estate that is subject to United States federal income tax on its income regardless of its source.

	•	a financial institution;
	•	a tax-exempt organization;
	•	an S corporation or other pass-through entity;
	•	an insurance company;

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	•	a mutual fund;
	•	a dealer in securities or foreign currencies;
	•	a trader in securities who elects the mark-to-market method of accounting for your securities;
	•	a Hudson United shareholder subject to the alternative minimum tax provisions of the Code;
	•	a Hudson United shareholder who received Hudson United common stock through the exercise of qualified employee stock options or through a tax-qualified retirement plan;
	•	a person that has a functional currency other than the U.S. dollar;
	•	a holder of options granted under any Hudson United benefit plan; or
	•	a Hudson United shareholder who holds Hudson United common stock as part of a hedge against currency risk, a straddle or a constructive sale or conversion transaction.

	•	the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;
	•	no gain or loss will be recognized by TD Banknorth or Hudson United as a result of the merger;
	•	if you exchange all of your shares of Hudson United common stock solely for shares of TD Banknorth common stock in the merger, you will not recognize gain or loss, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of TD Banknorth common stock;
	•	if you exchange your shares of Hudson United common stock solely for cash in the merger, you will recognize gain or loss equal to the difference between the amount of cash received and your tax basis in your shares of Hudson United common stock;
	•	if you exchange your shares of Hudson United common stock for a combination of TD Banknorth common stock and cash (other than cash received in lieu of a fractional share), you will recognize gain (but not loss), and your gain will be equal to the lesser of:

	—	the excess, if any, of the sum of the cash and the fair market value of the TD Banknorth common stock you receive in the merger, over your tax basis in the shares of Hudson United common stock you surrender in the merger, and
	—	the amount of cash you receive in the merger.

	•	your tax basis in the TD Banknorth common stock that you receive in the merger (including any fractional share interest you are deemed to receive and exchange for cash) will equal your tax basis in the Hudson United common stock you surrender, increased by the amount of taxable gain, if any, you recognize on the exchange and decreased by the amount of any cash received by you in the merger (excluding any cash received in lieu of a fractional share of TD Banknorth common stock); and
	•	your holding period for the TD Banknorth common stock that you receive in the merger will include your holding period for the shares of Hudson United common stock that you surrender in the exchange.

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	•	furnish a correct taxpayer identification number and certify that you are not subject to backup withholding on the substitute Form W-9 or successor form included in the election form/letter of transmittal you will receive; or
	•	are otherwise exempt from backup withholding.

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	•	by mutual written consent of TD Banknorth and Hudson United;
	•	by either TD Banknorth or Hudson United if:

	—	any governmental entity which must grant a required regulatory approval has denied approval of the merger or the other transactions contemplated by the merger agreement and this denial has become final and nonappealable or a governmental entity has issued a final nonappealable order prohibiting the completion of the merger or the other transactions contemplated by the merger agreement;
	—	the merger has not been consummated on or before June 30, 2006, but neither TD Banknorth nor Hudson United may terminate the merger agreement for this reason if its breach of any obligation under the merger agreement has resulted in the failure of the merger to occur on or before that date;

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	—	there is a breach by the other party to the merger agreement of its representations and warranties or obligations under the merger agreement which would prevent satisfaction of a closing condition and the breach is not reasonably capable of being cured or is not cured prior to 30 days after receipt of written notice of the breach, but neither TD Banknorth nor Hudson United may terminate the merger agreement for this reason if it itself is then in material breach of the merger agreement; or
	—	the shareholders of Hudson United fail to give the necessary approval of the merger agreement at the Hudson United shareholders meeting;

	•	by TD Banknorth, if the board of directors of Hudson United fails to recommend approval of the merger agreement or effected a change in Hudson United recommendation or failed to call and hold a special meeting of Hudson United shareholders to vote on approval of the merger agreement (see “— Shareholder Meetings and Covenants to Recommend the Merger Agreement” beginning on page 80); or
	•	by TD Banknorth if a tender offer or exchange offer for 25% or more of the outstanding shares of Hudson United common stock is commenced (other than by TD Banknorth or a subsidiary thereof), and the Hudson United board of directors recommends that the shareholders of Hudson United tender their shares in such tender or exchange offer or otherwise fails to recommend that such shareholders reject such tender offer or exchange offer within the 10 business day period specified in Rule 14e-2(a) under the Securities Exchange Act of 1934.

	•	if TD Banknorth terminates the merger agreement because Hudson United’s board of directors has failed to recommend approval of the merger agreement or effected a change in Hudson United recommendation or failed to call and hold a special meeting of Hudson United shareholders to vote on the approval of the merger agreement, then Hudson United will pay TD Banknorth the full termination fee of $60 million on the second business day following that termination; or
	•	if

	—	TD Banknorth terminates the merger agreement because there has been an uncured willful breach by Hudson United of the merger agreement or either party terminates the merger agreement because the mergers have not been completed by June 30, 2006 and a vote of the shareholders of Hudson United with respect to the approval of the merger agreement has not occurred; and
	—	an acquisition proposal with respect to Hudson United has been publicly announced or otherwise communicated to the senior management or board of directors of Hudson United (or any person has publicly announced, communicated or made known an intention to make an acquisition proposal) at any time prior to the date of termination;

then Hudson United will pay $20 million on the second business day following such termination and, if within 15 months after such termination, Hudson United or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, an acquisition proposal, then Hudson United will pay the remainder of the $60 million termination fee on the date of such execution or consummation; or

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	•	if

	—	either party terminates the merger agreement because the Hudson United shareholders rejected the merger agreement at the Hudson United shareholders meeting; and
	—	an acquisition proposal with respect to Hudson United has been publicly announced or otherwise communicated to the senior management or board of directors of Hudson United (or any person has publicly announced, communicated or made known an intention to make an acquisition proposal) at any time on or prior to the date of the Hudson United shareholders meeting;

then Hudson United will pay $20 million on the second business day following such termination and, if within 15 months after such termination, Hudson United or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, an acquisition proposal, then Hudson United will pay the remainder of the $60 million termination fee on the date of such execution or consummation.

	•	appear at such meeting or otherwise cause all shares of Hudson United common stock owned by him or her to be counted as present thereat for purposes of calculating a quorum; and
	•	vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering all shares of Hudson United common stock beneficially owned by him or her or as to which he or she has, directly or indirectly, the right to direct the voting

	—	in favor of approval of the merger agreement,
	—	against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Hudson United contained in the merger agreement or of the shareholder contained in the shareholder agreement and

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	—	against any acquisition proposal (as defined in the merger agreement) or any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the merger or the shareholder agreement.

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		TD Banknorth												Hudson United
		Market Price								Dividends				Market Price								Dividends
										Declared												Declared
		High				Low				Per Share				High				Low				Per Share
2005
First Quarter		$	36.55			$	28.57			$	0.200			$	39.72			$	34.50			$	0.37
Second Quarter			31.73				29.39				0.220				36.63				31.31				0.37
Third Quarter			31.13				28.56				0.220				42.95				35.85				0.37
Fourth Quarter (through        , 2005)
2004
First Quarter		$	34.45			$	30.53			$	0.195			$	40.05			$	34.00			$	0.33
Second Quarter			34.75				30.25				0.195				38.66				34.60				0.33
Third Quarter			36.10				30.49				0.200				38.04				33.01				0.35
Fourth Quarter			36.71				34.49				0.200				41.74				36.78				0.35
2003
First Quarter		$	24.02			$	20.60			$	0.160			$	32.52			$	29.57			$	0.28
Second Quarter			26.68				21.09				0.160				35.50				30.58				0.30
Third Quarter			29.70				25.43				0.190				41.00				33.58				0.30
Fourth Quarter			33.57				27.58				0.190				37.58				34.15				0.30

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

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	•	On January 21, 2005, TD Banknorth completed the acquisition of Massachusetts-based BostonFed Bancorp, Inc. The principal asset of BostonFed Bancorp was all of the capital stock of Boston Federal Savings Bank. At the date of the acquisition, BostonFed Bancorp had $1.5 billion of consolidated assets and $102.7 million of consolidated shareholders’ equity. The aggregate purchase price for the acquisition of BostonFed Bancorp was $200.2 million and consisted of TD Banknorth common stock and approximately $300,000 in cash.
	•	On April 30, 2004, TD Banknorth completed the acquisition of Massachusetts-based CCBT Financial Companies, Inc. The principal asset of CCBT was all of the capital stock of Cape Cod Bank & Trust Company, N.A. At the date of acquisition, CCBT had $1.3 billion of consolidated assets and $108.5 million of consolidated shareholders’ equity. The aggregate purchase price for the acquisition of CCBT was $298.1 million and consisted solely of TD Banknorth common stock.
	•	On April 30, 2004, TD Banknorth completed the acquisition of Massachusetts-based Foxborough Savings Bank, which had $241.8 million of consolidated assets and $22.8 million of consolidated shareholders’ equity at the date of acquisition. The aggregate purchase price for the acquisition of Foxborough Savings Bank was $88.9 million in cash.
	•	On December 31, 2003, TD Banknorth completed the acquisition of Massachusetts-based First & Ocean BanCorp, or First & Ocean. The principal asset of First & Ocean was all of the capital stock of First & Ocean National Bank, which was subsequently combined with TD Banknorth, NA. At the date of acquisition, First & Ocean had $274.4 million of consolidated assets and $15.6 million of consolidated shareholders’ equity. The aggregate purchase price for the acquisition of First & Ocean was $49.7 million in cash.
	•	On February 14, 2003, TD Banknorth completed the acquisition of Connecticut-based American Financial Holdings, Inc., or American. The principal asset of American was all of the capital stock of American Savings Bank, which was subsequently combined with TD Banknorth, NA. At the date of acquisition, American had $2.7 billion of consolidated assets and $408.2 million of consolidated shareholders’ equity. The aggregate purchase price for the acquisition of American was $711.4 million and consisted of approximately 50% TD Banknorth common stock and 50% cash.

102

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103

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104

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					TD				Hudson				Pro Forma								Pro Forma
					Banknorth				United				Adjustments								Combined
ASSETS
Cash and due from other depository institutions					$	741,983			$	381,897			$	—							$	1,123,880
Securities held to maturity						69,021				1,110,401				(1,110,401	)			3	(d)			69,021
Securities available for sale						4,410,425				1,874,868				1,110,401				3	(d)			7,375,714
														(19,980	)			2	(c)
Federal funds sold and short-term investments						7,576				—				—								7,576
Loans and leases held for sale						45,989				—				—								45,989
Loans and leases, net of unearned income						19,971,184				5,206,190				(91,465	)			2	(c)			25,085,909
	Less: Allowance for loan and lease losses					(228,334	)			(59,334	)			—								(287,668	)
			Net loans and leases			19,742,850				5,146,856				(91,465	)							24,798,241
Premises and fixed assets						313,151				81,205				—								394,356
Bank-owned life insurance						566,836				154,402				—								721,238
Goodwill						4,549,355				83,653				(83,653	)			2	(b)			6,014,703
														1,465,348				2	(c)
Core deposit and other intangibles						696,401				17,186				(17,186	)			2	(b)			908,805
														212,404				2	(c)
Other assets						671,659				215,205				—								886,864
Total assets					$	31,815,246			$	9,065,673			$	1,465,468							$	42,346,387
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits						20,622,578				6,799,700				(12,927	)			2	(c)		$	27,409,351
Borrowings						4,226,348				1,664,353				(966	)			2	(c)			5,889,735
Other liabilities						502,697				81,078				39,194				2	(c)			682,642
														17,120				2	(c)
														42,553				2	(c)
		Total liabilities				25,351,623				8,545,131				84,974								33,981,728
Common stock						1,884				92,788				(92,788	)			2	(b)			2,504
														620				2	(c)
Surplus						6,833,956				310,437				(310,437	)			2	(b)			8,734,372
														1,900,416				2	(c)
Retained earnings						135,128				333,445				(333,445	)			2	(b)			135,128
Accumulated other comprehensive income						(35,247	)			(21,824	)			21,824				2	(b)			(35,247	)
Other equity capital components						(472,098	)			(194,304	)			194,304				2	(b)			(472,098	)
Shareholders’ equity						6,463,623				520,542				1,380,494				2	(b)			8,364,659
Total liabilities and shareholders’ equity					$	31,815,246			$	9,065,673			$	1,465,468							$	42,346,387

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				Nine Months Ended September 30, 2005
				TD				Hudson				Pro Forma								Pro Forma
				Banknorth				United				Adjustments								Combined
				(In thousands, except per share data)
Interest and dividend income:
	Interest and fees on loans			$	860,580			$	234,707				11,350				4	(a)		$	1,106,637
	Interest and dividends on securities				176,195				109,248				1,998				4	(b)			287,441
		Total interest and dividend income			1,036,775				343,955				13,348								1,394,078
Interest expense:
	Interest on deposits				155,022				67,297				1,091				4	(c)			223,410
	Interest on borrowed funds				127,390				50,298				(32	)			4	(d)			177,656
		Total interest expense			282,412				117,595				1,059								401,066
Net interest income before provision for loan and lease losses					754,363				226,360				12,289								993,012
Provision for loan and lease losses					11,166				21,400				—								32,566
Net interest income after provision for loan and lease losses					743,197				204,960				12,289								960,446
Non-interest income:
	Deposit services				94,493				22,561				—								117,054
	Insurance agency commissions				39,712				—				—								39,712
	Merchant and electronic banking				43,665				5,078				—								48,743
	Wealth management services				31,561				2,315				—								33,876
	Bank-owned life insurance				18,198				4,329				—								22,527
	Investment planning services				14,859				—				—								14,859
	Credit card fee income				—				27,453				—								27,453
	Income from landfill gas investments				—				17,432				—								17,432
	Net securities gains (losses)				(48,022	)			2,135				—								(45,887	)
	Loans held for sale — lower of cost or market adjustment				(7,114	)			—				—								(7,114	)
	Change in unrealized loss on derivatives				5,954				—				—								5,954
	Other noninterest income				53,195				20,005				—								73,200
		Total noninterest income			246,501				101,308				—								347,809
Non-interest expense:
	Compensation and employee benefits				308,023				78,503				—								386,526
	Occupancy				53,081				24,350				—								77,431
	Equipment				38,650				10,081				—								48,731
	Data processing				34,327				18,581				—								52,908
	Advertising and marketing				22,284				6,685				—								28,969
	Expense for landfill gas investments				—				27,912				—								27,912
	Amortization of intangibles				74,193				3,667				(3,667	)			4	(e)			91,571
													17,378				4	(e)
	Merger and consolidation costs				37,722				3,082				—								40,804
	Prepayment penalties on borrowings				6,303				—				—								6,303
	Other noninterest expense				80,588				46,971				—								127,559
		Total noninterest expense			655,171				219,832				13,711								888,714
Income before income tax expense					334,527				86,436				(1,422	)							419,541
Income tax expense					116,113				7,211				(498	)			4	(f)			122,826
	Net income			$	218,414			$	79,225				(924	)						$	296,715
Weighted average shares outstanding:
	Basic				176,822								61,941				4	(g)			238,763
	Diluted				177,858								62,049				4	(g)			239,907
Basic earnings per share				$	1.24															$	1.24
Diluted earnings per share				$	1.23															$	1.24

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				Year Ended December 31, 2004
				TD				Hudson				Pro Forma								Pro Forma
				Banknorth				United				Adjustments								Combined
				(In thousands, except per share data)
Interest and dividend income:
	Interest and fees on loans			$	933,833			$	274,251			$	29,672				4	(a)		$	1,237,756
	Interest and dividends on securities				317,015				140,183				3,996				4	(b)			461,194
		Total interest and dividend income			1,250,848				414,434				33,668								1,698,950
Interest expense:
	Interest on deposits				161,004				50,606				11,792				4	(c)			223,402
	Interest on borrowed funds				162,619				48,176				(173	)			4	(d)			210,622
		Total interest expense			323,623				98,782				11,619								434,024
Net interest income before provision for loan and lease losses					927,225				315,652				22,049								1,264,926
Provision for loan and lease losses					40,340				14,850				—								55,190
Net interest income after provision for loan and lease losses					886,885				300,802				22,049								1,209,736
Non-interest income:
	Deposit services				109,321				30,628				—								139,949
	Insurance agency commissions				50,311				—				—								50,311
	Merchant and electronic banking				50,564				6,947				—								57,511
	Wealth management services				39,788				3,141				—								42,929
	Bank-owned life insurance				23,282				5,947				—								29,229
	Investment planning services				19,418				—				—								19,418
	Credit card fee income				—				31,553				—								31,553
	Income from landfill gas investments				—				26,052				—								26,052
	Net securities gains (losses)				(7,701	)			8,887				—								1,186
	Loans held for sale — lower of cost or market adjustment				—				—				—								—
	Change in unrealized loss on derivatives				—				—				—								—
	Other noninterest income				60,973				43,172				—								104,145
		Total noninterest income			345,956				156,327				—								502,283
Non-interest expense:
	Compensation and employee benefits				356,611				115,733				—								472,344
	Occupancy				63,892				30,968				—								94,860
	Equipment				48,480				16,404				—								64,884
	Data processing				43,141				33,255				—								76,396
	Advertising and marketing				25,550				6,888				—								32,438
	Expense for landfill gas investments				—				23,308				—								23,308
	Amortization of intangibles				8,627				4,911				(4,911	)			4	(e)			47,246
													38,619				4	(e)
	Merger and consolidation costs				49,635				—				—								49,635
	Prepayment penalties on borrowings				61,546				—				—								61,546
	Other noninterest expense				107,619				52,239				—								159,858
		Total noninterest expense			765,101				283,706				33,708								1,082,515
Income before income tax expense					467,740				173,423				(11,659	)							629,504
Income tax expense					163,097				45,340				(4,081	)			4	(f)			204,356
	Net income			$	304,643			$	128,083			$	(7,578	)						$	425,148
Weighted average shares outstanding:
	Basic				170,766								62,032				4	(g)			232,798
	Diluted				174,158								62,196				4	(g)			236,354
Basic earnings per share				$	1.78															$	1.83
Diluted earnings per share				$	1.75															$	1.80

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	1.     Basis of Pro Forma Presentation

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	•	cash paid by The Toronto-Dominion Bank,
	•	value of The Toronto-Dominion Bank common shares issued and
	•	the value of TD Banknorth Inc. shares issued.

						Weighted Average
						Shares Outstanding
														Basic				Diluted
		Net Income				Basic				Diluted				EPS				EPS
		(In thousands, except per share data)
January 1, 2005 — February 28, 2005 (predecessor period)		$	10,448				184,964				186,747			$	0.06			$	0.06
March 1, 2005 — September 30, 2005 (successor period)			207,966				174,528				175,332				1.19				1.19
Combined total			218,414												1.25				1.25
Effect of rounding on the nine month period			—												(0.01	)			(0.02	)
Amounts shown in pro forma income statement		$	218,414				176,822				177,858			$	1.24			$	1.23

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2.	Pro Forma Assumptions

(a) The acquisition of Hudson United pursuant to a definitive merger agreement among Hudson United, TD Banknorth and, solely with respect to Article X thereof, The Toronto-Dominion Bank, which, subject to certain conditions, will result in the acquisition by TD Banknorth of all the outstanding common stock of Hudson United for a combination of cash and shares of TD Banknorth common stock. The funding of the purchase will be as follows:

	•	The issue of 32.4 million shares of TD Banknorth common stock (total value of $947 million) and the payment of $942 million of cash to Hudson United shareholders. The actual number of shares of TD Banknorth common stock to be issued in the merger may differ depending on the number of Hudson United stock options exercised prior to completion of the merger.
	•	$942 million gross proceeds to be raised by the sale of 29.6 million shares of TD Banknorth common stock to The Toronto-Dominion Bank at $31.79 per share.
	•	TD Banknorth options will be exchanged for the outstanding options of Hudson United, which are valued at $9.6 million.

For purposes of calculating the purchase consideration used in the pro forma financial statements, the price of the TD Banknorth Inc. common stock to be issued is assumed to be $29.27 per share, which represents the average closing price of the TD Banknorth common stock on the New York Stock Exchange for the period commencing two business days prior to and after the announcement of the proposed merger on July 12, 2005.

	In addition to the 44.5 million Hudson United shares outstanding at September 30, 2005, Hudson United had 0.7 million options outstanding, of which 0.3 million are assumed will be exercised prior to acquisition based on historic exercise patterns of Hudson United option holders and the accelerated vesting of Hudson United stock options upon approval of the merger agreement by Hudson United shareholders in advance of completion of the merger. The remaining 0.4 million options outstanding will fully vest upon a change in control. These remaining options, which will be exchanged for TD Banknorth options upon completion of the merger, have been valued at $9.6 million based on the Black-Scholes method and included in the calculation of the purchase price. The assumptions used in the Black-Scholes valuation model were a stock price of $42.78 (deal value per share at announcement date), weighted average exercise price of $28.72, expected term of 1.5 years, volatility of 32.22%, dividend rate of 2.39% and discount rate of 3.52%. The volatility and dividend rate used are based on TD Banknorth historical data.
	(b) Under purchase accounting, the historical goodwill, intangibles and shareholders’ equity of Hudson United are eliminated.

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	(c) The acquisition of Hudson United has been accounted for using the purchase method of accounting. The purchase equation is as follows (in thousands):

				September 30, 2005
Purchase Price:
	Cash			$	941,790
	TD Banknorth common stock (32.4 million shares)				949,619
	Estimated fair value of stock options				9,626
	Estimated investment banking fees and transaction costs				17,120
		Total purchase price		$	1,918,155
Allocation of Purchase Price:
	Net Assets Acquired
		Hudson United shareholders’ equity at September 30, 2005		$	520,542
		Less: Elimination of Hudson United goodwill			(83,653	)
		Less: Elimination of Hudson United intangible asset			(17,187	)
	Fair Value Allocation:
		Loans			(91,465	)
		Investments			(19,980	)
		Time deposits			12,927
		Borrowings			966
		Merger-related liabilities			(39,194	)
		Core deposit intangible and other intangibles			212,404
		Deferred taxes			(42,553	)
		Total adjustments			452,807
	Goodwill resulting from the merger				1,465,348
	Total allocation of purchase price			$	1,918,155

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3.	Pro Forma Adjustments — Balance Sheet

	(a) TD Banknorth’s acquisition of 100% of the common stock of Hudson United and the related adjustment to fair value of purchased assets and liabilities and recognition of estimated intangible assets, as set out in Note 2 above, and the elimination of Hudson United’s shareholders’ equity.
	(b) The issuance of 32.4 million shares of TD Banknorth common stock in the gross amount of $949 million, which will satisfy a portion of the purchase price.
	(c) The sale of 29.6 million shares of TD Banknorth common stock to The Toronto-Dominion Bank at a per share price of $31.79 for a total of $942 million. The cash proceeds from this sale will be used to fund the cash portion of the purchase price.
	(d) The reclassification of Hudson’s held-to-maturity investment portfolio to available-for-sale.
	(e) Estimated costs for investment bankers fees and other transaction costs are $17.1 million.
	(f) Estimated costs for professional firms and merger-related costs are $39.2 million, net after taxes.

4.	Pro Forma Adjustments — Income Statements

	(a) Accretion of fair value discount on loans over the estimated remaining life of the loan portfolio using a method that approximates the interest method.
	(b) Accretion of discount on held-to-maturity securities over five years.
	(c) Amortization of fair value adjustment on certificates of deposit recognized over the estimated remaining term of the certificates using a method that approximates the interest method.
	(d) Accretion of fair value discount on borrowings over the term of the underlying debt
	(e) Amortization of intangible assets over a 10-year period on an accelerated method, which approximates the pattern in which the economic benefits of the intangible assets are consumed.
	(f) Represents the income tax effects, at an assumed rate of 35%, of the above adjustments to the statements of operations. The IRS tax settlement benefit of $11.5 million recorded by Hudson United during the nine months ended September 30, 2005 has not been adjusted and the benefit remains as part of the pro forma results.
	(g) Pro forma earnings per common share for the nine months ended September 30, 2005 and for the year ended December 31, 2004 have been calculated using the estimated weighted average number of shares of TD Banknorth common stock outstanding on a pro forma basis by adding the shares to be issued in the merger (32.4 million shares) and to be sold to The Toronto-Dominion Bank (29.6 million shares) in the proposed transaction to the weighted average shares of TD Banknorth common stock outstanding as previously reported, plus the estimated effect of Hudson United’s stock options outstanding at September 30, 2005.

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5.	Merger-Related Charges

Merger-related compensation and severance			$	10,617
Facilities and systems				14,000
Other merger-related costs				21,000
	Total pre-tax			45,617
Less related tax benefit				(15,966	)
Estimated merger-related costs, net of taxes			$	29,651

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	•	pursuant to a going-private transaction completed in accordance with the terms of the stockholders agreement, as described below under “— Going-Private Transactions;”
	•	in connection with an acquisition by The Toronto-Dominion Bank or any of its affiliates of an entity that owns shares of TD Banknorth, provided that The Toronto-Dominion Bank or its affiliate use reasonable best efforts to dispose of the excess shares concurrently with or promptly following that acquisition, subject to compliance with applicable law; and
	•	in connection with securing or collecting a debt previously contracted in the ordinary course of The Toronto-Dominion Bank’s and its affiliates’ banking or brokerage businesses, provided that The Toronto-Dominion Bank or its affiliate promptly dispose of the excess shares, subject to applicable law.

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	•	to an affiliate of The Toronto-Dominion Bank that agrees to be bound by the terms of the stockholders agreement;
	•	in compliance with the restrictions of Rule 144 under the Securities Act of 1933, as amended;
	•	subject to the right of first offer described below, to any person who, after giving effect to such transfer, would own less than 5% of then-outstanding voting securities of TD Banknorth and who is an institutional investor purchasing the shares in the normal course of its investment business, for investment purposes only, and with no intention of influencing control of TD Banknorth;
	•	in connection with an underwritten public offering in which The Toronto-Dominion Bank uses its commercially reasonable efforts to effect a wide distribution of the voting securities and to not knowingly sell voting securities to any person who would, as a result of the offering, own 5% or more of the then-outstanding voting securities of TD Banknorth;
	•	with the consent of a majority of the designated independent directors, in connection with a pledge to a financial institution, provided that the number of voting securities pledged is not more than 19.9% of the then-outstanding voting securities of TD Banknorth; or
	•	with the consent of a majority of the designated independent directors.

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	•	100% of the voting securities of TD Banknorth owned by those shareholders; or
	•	a pro rata number of voting securities of TD Banknorth owned by those shareholders, based on the percentage of the total number of voting securities owned by The Toronto-Dominion Bank and its affiliates that The Toronto-Dominion Bank and/or its affiliate are proposing to transfer.

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	•	up to 14 individuals who were directors of Banknorth Group, Inc., the predecessor to TD Banknorth, prior to the closing of the acquisition, who were designated “Class A” directors and who included:

	—	the chief executive officer of TD Banknorth; and
	—	four designated independent directors, designated as described below under “— Designated Independent Directors;” and

	•	up to five individuals designated by The Toronto-Dominion Bank, who were designated “Class B” directors.

	•	the four designated independent directors, designated as described below under “— Designated Independent Directors;”
	•	the present chief executive officer of TD Banknorth, who will serve as a director and as chairman of the board of directors for so long as he remains chief executive officer of TD Banknorth; and
	•	a number of Class B directors designated from time to time by The Toronto-Dominion Bank or its affiliates, as the holder of the Class B common stock, except that the number of Class B directors may not be more than one more than the total number of Class A directors then in office. The number of Class B directors may be further limited as a result of a decrease in the ownership of voting securities of TD Banknorth by The Toronto-Dominion Bank and its affiliates, as described under “— Suspension, Termination of Certain Provisions” below.

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	•	a quorum for any meeting of the board of directors of TD Banknorth requires the presence of a majority of the total number of authorized directors then constituting the entire board of directors and a majority of the Class B directors then in office; and
	•	any determination or other action of or by the board of directors of TD Banknorth (other than action by unanimous written consent in lieu of a meeting) requires the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors present at that meeting, including a majority of the Class B directors present at that meeting.

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	•	The Toronto-Dominion Bank has no duty to refrain from engaging in the same or similar activities or lines of business as TD Banknorth;
	•	subject to compliance with the requirements described below, neither The Toronto-Dominion Bank nor any of its officers or directors will be liable to TD Banknorth or its shareholders for breach of any fiduciary duty by reason of any such activities; and
	•	in the event that The Toronto-Dominion Bank acquires knowledge of a potential corporate opportunity for both The Toronto-Dominion Bank and TD Banknorth, The Toronto-Dominion Bank will have no duty to communicate or offer the corporate opportunity to TD Banknorth and will not be liable to TD Banknorth or its shareholders for breach of any fiduciary duty as a shareholder of TD Banknorth by reason of the fact that The Toronto-Dominion Bank or its affiliate pursues or acquires the corporate opportunity for itself, directs the corporate opportunity to another person or does not communicate information regarding the corporate opportunity to TD Banknorth.

	•	A corporate opportunity offered to any person who is an officer of TD Banknorth, and who is also a director but not an officer of The Toronto-Dominion Bank, will belong to TD Banknorth.
	•	A corporate opportunity offered to any person who is a director but not an officer of TD Banknorth, and who is also a director or officer of The Toronto-Dominion Bank, will belong to TD Banknorth if the opportunity is expressly offered to such person in writing solely in his or her capacity as a director of TD Banknorth, and otherwise will belong to The Toronto-Dominion Bank.
	•	A corporate opportunity offered to any person who is an officer of both TD Banknorth and The Toronto-Dominion Bank (other than the chief executive officer of TD Banknorth if at the relevant time he is also an officer of The Toronto-Dominion Bank, with respect to whom opportunities shall be subject to the first bullet point above except if such opportunity is expressly offered to such individual in writing solely in his capacity as an officer of The Toronto-Dominion Bank) will belong to TD Banknorth if the opportunity is expressly offered to such person in writing solely in his or her capacity as an officer of TD Banknorth, and otherwise will belong to The Toronto-Dominion Bank.

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	•	as a result of transfers of voting securities of TD Banknorth by The Toronto-Dominion Bank and its affiliates, if this minority ownership position continues for at least 30 consecutive days; or
	•	as a result of dilution or other events other than transfers of voting securities of TD Banknorth by The Toronto-Dominion Bank and its affiliates, except that no suspension will occur due to such a decrease in ownership as a result of dilution or such other events if The Toronto-Dominion Bank and its affiliates:

	—	do not at any time own voting securities of TD Banknorth representing in the aggregate less than 35% of the then-outstanding voting securities;
	—	do not, after owning less than 50% of the then-outstanding voting securities of TD Banknorth, transfer any voting securities of TD Banknorth other than to an affiliate, unless within 30 days of that transfer The Toronto-Dominion Bank and its affiliates purchase a number of voting securities of TD Banknorth at least equal to the number they transferred;
	—	reacquire, before the first anniversary of a particular measurement date (as described below), a number of voting securities representing at least half of the difference between 50% and their percentage ownership of voting securities of TD Banknorth on that measurement date; and
	—	regain, prior to the second anniversary of the most recent measurement date, ownership of voting securities representing at least a majority of the then-outstanding voting securities of TD Banknorth.

	•	on the date on which The Toronto-Dominion Bank and its affiliates first own voting securities representing less than 50% of the then-outstanding voting securities; and
	•	any subsequent date on which another event occurs, other than any transfer of voting securities of TD Banknorth by The Toronto-Dominion Bank or its affiliates, that further decreases their ownership by at least 2% of the then-outstanding voting securities since the preceding measurement date.

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	•	represent 50% or more of the total number of directors then on the board or such committee, as applicable; or
	•	be less than one director.

	•	within six months of the date of the acquisition and at The Toronto-Dominion Bank’s election:

	—	initiate good faith discussions regarding the contribution of the acquired retail bank to TD Banknorth on terms agreed to by The Toronto-Dominion Bank or its affiliate and a majority of the designated independent directors; or
	—	initiate good faith discussions regarding a going private transaction in accordance with the then-applicable provisions of the stockholders agreement, as summarized above under “— Going-Private Transactions,” and

	•	if The Toronto-Dominion Bank or its affiliate and a majority of the designated independent directors approve the terms of the going-private transaction, or
	•	if the approval of a majority of the designated independent directors is not required under the then-applicable provisions of the stockholders agreement, The Toronto-Dominion Bank or its affiliate otherwise complies with its obligations under the stockholders agreement and then elects to commence a going-private transaction,

	then The Toronto-Dominion Bank or its affiliate will use reasonable best efforts to consummate the going-private transaction as promptly as practicable; or

	—	commence a process to dispose of the acquired retail bank as promptly as commercially practicable, but in any event The Toronto-Dominion Bank or its applicable affiliate will enter into a definitive agreement with respect to the disposition of the acquired retail bank within two

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		years after the date of consummation of its acquisition, or in certain circumstances described below in the following bullet point, a later time described below.

	•	If The Toronto-Dominion Bank or its applicable affiliate elect to initiate discussions regarding the contribution of the acquired retail bank or regarding a going-private transaction, as described in the bullet points above, but

	—	is unable to agree on terms with respect to a contribution or a going-private transaction, as the case may be, with a majority of the designated independent directors (if, with respect to a going-private transaction, their consent is required); or
	—	such contribution or going-private transaction is not consummated within nine months of its commencement, whether because unaffiliated stockholder approval was not received, necessary regulatory approvals were not received or for any other reason not within the control of The Toronto-Dominion Bank and its affiliates,

then The Toronto-Dominion Bank or its affiliate will then commence a process to dispose of the acquired retail bank as promptly as commercially practicable. If The Toronto-Dominion Bank or its affiliate commences the process to dispose of the acquired retail bank due to its inability to agree to terms regarding the contribution or going-private transaction, it is required to enter into a definitive agreement with respect to the disposition of the acquired retail bank within two years after the date of consummation of its acquisition. If The Toronto-Dominion Bank or its affiliate commences the process to dispose of the acquired retail bank due to the failure to consummate a contribution or going-private transaction within nine months of its commencement, it is required to enter into a definitive agreement with respect to the disposition by the later of

	•	two years after the consummation of the acquisition of the retail bank; and
	•	six months after the termination of the attempted contribution or going-private transaction.

	•	voting securities of TD Banknorth representing less than 15% of the then-outstanding voting securities; or
	•	90% or more of each class of capital stock of TD Banknorth that would be required in order for The Toronto-Dominion Bank to effect a short-form merger under Delaware law.

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125

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	•	a quorum for any meeting of the board of directors of TD Banknorth requires the presence of a majority of the total number of authorized directors then constituting the entire board of directors and a majority of the Class B directors then in office; and
	•	any determination or other action of or by the board of directors of TD Banknorth (other than action by unanimous written consent in lieu of a meeting) requires the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors present at that meeting, including a majority of the Class B directors present at that meeting.

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	•	the contract or other transaction is fair and reasonable to the corporation at the time it is authorized, approved or ratified;
	•	the fact of the common directorship or interest is disclosed or known to the board or committee and the board or committee authorizes, approves or ratifies the contract or transaction by unanimous written consent, provided at least one director so consenting is disinterested, or by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
	•	the fact of the common directorship or interest is disclosed or known to the shareholders and they authorize, approve or ratify the contract or transaction.

	•	the material facts regarding the director’s or officer’s relationship or interest with respect to the contract or transaction are disclosed to or known by the board of directors and a majority of the disinterested directors authorize the contract or transaction in good faith, even though the disinterested directors are less than a quorum;
	•	the material facts regarding the director’s or officer’s relationship or interest and the contract or transaction are disclosed to or known by the shareholders entitled to vote on the contract or transaction and the contract or transaction is specifically approved in good faith by the shareholders; or
	•	the contract or transaction is fair to the corporation as of the time it is authorized, approved or ratified by the board of directors or the shareholders.

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	•	for actions taken in good faith and in a manner her or she reasonably believed to be in or not opposed to the best interests of the corporation; and
	•	with respect to any criminal proceeding, to the extent he or she had no reasonable cause to believe his or her conduct was unlawful.

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	•	for actions taken in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation; and
	•	with respect to any criminal proceeding, to the extent he or she had no reasonable cause to believe that he or she conduct was unlawful.

	•	the chairman of the board of directors,
	•	the president,
	•	the chairman or the secretary at the written request of the board of directors, or
	•	the holders of at least a majority of the then-outstanding shares of common stock (which is currently owned by The Toronto-Dominion Bank).

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	•	not less than 90 days nor more than 120 days prior to the first anniversary of the immediately preceding annual meeting, except that if the date of the annual meeting is advanced by more than 20 days, or delayed by more than 70 days, from such anniversary date, notice by the shareholder must be delivered or mailed not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made, and
	•	with respect to an election of Class A directors to be held at a special meeting of shareholders for the election of directors, not earlier than 120 days prior to such special meeting and not later than the close of business on the later of 90 days prior to such special meeting or the tenth day following the day on which a public announcement is first made of the date of the special meeting.

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	•	the merger agreement does not amend the certificate of incorporation of Hudson United in a manner which would require shareholder approval under the NJBCA;
	•	each shareholder of Hudson United before the merger will hold the same number of shares with identical rights immediately after the merger; and

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	•	the merger will not result in the issuance of voting shares of Hudson United representing more than 40% of the total number of voting shares of Hudson United outstanding immediately before the merger.

	•	the merger agreement does not amend in any respect TD Banknorth’s certificate of incorporation;
	•	each share of TD Banknorth common stock outstanding prior to the merger will be an identical share of stock following the merger; and
	•	the merger will not result in the issuance of shares representing more than 20% of the TD Banknorth common stock outstanding immediately prior to the merger.

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	•	the transaction that caused the person to become an interested shareholder was approved by the board of directors of the corporation prior to the transaction;
	•	after the completion of the transaction in which the person becomes an interested shareholder, the interested shareholder holds at least 85% of the voting stock of the corporation not including (a) shares held by persons who are both officers and directors of the issuing corporation and (b) shares held by specified employee benefit plans; or
	•	after the person becomes an interested shareholder, the business combination is approved by the board of directors and holders of at least 662/3% of the outstanding voting stock of the corporation, excluding shares held by the interested shareholder.

	•	out of “surplus”; or
	•	if there is no surplus, out of the net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, subject to certain limitations.

	•	of a class or series which is listed on a national securities exchange or is held of record by not less than 1,000 holders on the record date fixed to determine the shareholders entitled to vote upon the plan of merger or consolidation; or
	•	for which, pursuant to the plan of merger or consolidation, the shareholder will receive (i) cash, (ii) shares, obligations or other securities which, upon consummation of the merger or

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		consolidation, will either be listed on a national securities exchange or held of record by not less than 1,000 holders or (iii) cash and such securities.

	•	listed on a national securities exchange or designated as a Nasdaq National Market security; or
	•	held of record by more than 2,000 shareholders.

	•	stock of the surviving corporation;
	•	stock of another corporation which is either listed on a national securities exchange or designated as a Nasdaq National Market security or held of record by more than 2,000 shareholders;
	•	cash in lieu of fractional shares; or
	•	some combination of the foregoing.

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			Shares Beneficially
			Owned as of October 31,
			2005(1)
Name of Beneficial Owner			Amount				Percent
5% Holders:
The Toronto-Dominion Bank				96,105,364	(2)			55.4	%
	Toronto-Dominion Centre
	Toronto, Ontario MSK 1A2
Directors:
William E. Bennett				4,335	(3)			—
W. Edmund Clark				0				—
Robert G. Clarke				5,757	(3)			—
P. Kevin Condron				23,884	(3)			—
John Otis Drew				8,441	(3)			—
Colleen A. Khoury				5,021	(3)			—
Dana S. Levenson				13,454	(3)			—
Steven T. Martin				14,564	(3)			—
Bharat Masrani(4)				0				—
John M. Naughton				23,813	(3)			—
Malcolm W. Philbrook, Jr.				44,784	(3)(5)			—
Angelo P. Pizzagalli				83,131	(3)			—
Wilbur F. Prezzano				4,335	(3)			—
Irving Rogers, III				9,367	(3)			—
William J. Ryan				941,896	(6)			—
Curtis M. Scribner				17,946	(3)			—
Gerry S. Weidema				17,259	(3)			—
Executive officers who are not directors and who are named in the Summary Compensation Table:
Peter J. Verrill				469,168	(6)			—
David J. Ott				130,020	(6)			—
Andrew W. Greene				76,611	(6)			—
Wendy Suehrstedt				48,883	(6)			—
All directors and executive officers of TD Banknorth as a group (25 persons)				2,202,350	(7)			1.3	%

	(1)	The number of shares beneficially owned by the persons set forth above is determined under rules under Section 13 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, an individual is

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		considered to beneficially own any shares of TD Banknorth 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 sole investment power with respect to the indicated shares and all individual holdings amount to less than 1% of the issued and outstanding TD Banknorth common stock.
	(2)	Based on an amended Schedule 13D filed by The Toronto-Dominion Bank on July 18, 2005, which stated that The Toronto-Dominion Bank has sole voting power and sole dispositive power with respect to the indicated shares.
	(3)	Includes options to purchase shares of TD Banknorth common stock as follows:

		No. of
Name		Shares
William E. Bennett			2,000
Robert G. Clarke			2,000
P. Kevin Condron			4,000
John Otis Drew			2,000
Colleen A. Khoury			2,000
Dana S. Levenson			2,000
Steven T. Martin			4,000
John M. Naughton			2,000
Malcolm W. Philbrook, Jr.			2,000
Angelo P. Pizzagalli			11,825
Wilbur F. Prezzano			2,000
Irving Rogers, III			2,000
Curtis M. Scribner			2,000
Gerry S. Weidema			10,000

	(4)	Mr. Masrani was elected to the board of directors on October 25, 2005.
	(5)	Includes 14,536 shares held by a 501(c)(3) foundation and a trust for which Mr. Philbrook shares voting rights but in which he has no pecuniary interest.
	(6)	Includes shares over which an officer has voting power under TD Banknorth’s 401(k) Plan and options to purchase shares of TD Banknorth common stock granted pursuant to TD Banknorth’s stock option plans which are exercisable within 60 days of October 31, 2005, as follows:

		401(k)				Currently
Name		Plan				Exercisable Options
William J. Ryan			37,356				885,530
Peter J. Verrill			6,891				450,320
David J. Ott			10,260				117,310
Andrew W. Greene			1,659				70,620
Wendy Suehrstedt			2,714				37,637

	(7)	Includes a total of 74,231 shares of TD Banknorth common stock which are held by the trust established pursuant to the TD Banknorth 401(k) Plan on behalf of executive officers of TD Banknorth as a group. Also includes 1,831,537 shares of TD Banknorth 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 October 31, 2005; shares subject to the foregoing stock options are deemed to be outstanding for the purpose of computing the percentage of TD Banknorth common stock beneficially owned by directors and executive officers of TD Banknorth as a group.

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			Shares Beneficially
			Owned as of October 31,
			2005(1)
Name of Beneficial Owner			Amount				Percent
5% Holders:
Barclays Global Investors, N.A.				4,698,000	(2)			10.6	%
	45 Fremont Street
	San Francisco, California 94105
Directors:
Robert J. Burke				101,319	(3)			—
Donald P. Calcagnini				139,494	(4)			—
Joan David				143,484	(5)			—
Brian Flynn				2,600				—
Bryant D. Malcolm				24,217	(6)			—
Kenneth T. Neilson				500,131	(7)			1.1
David A. Rosow				680,477	(8)			1.5
John H. Tatigian, Jr.				40,000	(9)			—
Executive officers who are not directors and who are named in the Summary Compensation Table:
James Mayo				22,165	(10)			—
James Nall				31,105	(11)			—
Thomas R. Nelson				137,345	(12)			—
Thomas J. Shara, Jr.				192,030	(13)			—
All directors and executive officers of Hudson United as a group (18 persons)				2,074,449	(14)			4.7	%

	(1)	The number of shares beneficially owned by the persons set forth above is determined under rules under Section 13 of the Securities Exchange Act of 1934, 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 Hudson United 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

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		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 sole investment power with respect to the indicated shares and all individual holdings amount to less than 1% of the issued and outstanding Hudson United common stock.
	(2)	Pursuant to information contained in a Schedule 13F filed for the period ended March 31, 2005 by Barclays Global Investors, N.A., Barclays Global Fund Advisors, Barclays Global Investors, Ltd., Barclays Capital Securities Limited and other related entities (collectively, “Barclays”), Barclays as investment advisor has sole voting and dispositive power with respect to 4,668,456 shares.
	(3)	Of this total, 15,479 shares are held by Mr. Burke’s wife, 8,612 shares are held in an IRA and 33,354 shares are held by Union Dry Dock & Repair Co., of which Mr. Burke is President. Mr. Burke disclaims beneficial ownership of the shares held by his wife.
	(4)	Of this total, 15,003 shares are held for Mr. Calcagnini in an IRA and 81 shares are held in a trust of which Mr. Calcagnini is trustee. Mr. Calcagnini disclaims beneficial ownership of the shares held in trust.
	(5)	Of this total, 12,139 shares are held in an IRA.
	(6)	Of this total, 3,116 shares are held by Mr. Malcolm’s wife and 2,686 shares are held by a profit sharing plan over which Mr. Malcolm exercises a controlling interest. Mr. Malcolm disclaims beneficial ownership of the shares held by his wife.
	(7)	Of this total, 10,907 shares are held by Mr. Neilson’s account in the Hudson United 401(k) plan, which he directs, 4,441 shares are held in an IRA and 6,881 shares represent vested options. In addition, 312,603 shares, including 35,999 shares representing vested options, are held by a limited partnership of which Mr. Neilson is the sole partner and of which he and his three children are the sole limited partners. Mr. Neilson disclaims beneficial ownership of the shares held by the limited partnership except to the extent of his economic interest.
	(8)	Of this total, 526,873 shares are held in trust for Mr. Rosow’s wife, 70,396 shares are held in certain grantor retained annuity trusts of which Mr. Rosow is a trustee, 60,089 shares are held in certain tax trusts, 12,019 shares are held in the Rosow Family Foundation Charitable Trust of which Mr. Rosow is a trustee and 11,000 shares are held in Mr. Rosow’s IRA. Mr. Rosow disclaims beneficial ownership of the shares held in trust for his wife.
	(9)	Of this total, 24,812 shares are held in an IRA directed by Mr. Tatigian.

(10)	Of this total, 332 shares are held in Mr. Mayo’s account in the Hudson United 401(k) plan, which he directs, and 5,333 shares represent vested options.
(11)	Of this total, 4,703 shares are held by Mr. Nall’s wife and 1,162 shares are held in Mr. Nall’s account in the Hudson United 401(k) plan, which he directs. Mr. Nall disclaims beneficial ownership of the shares held by his wife.
(12)	Of this total, 12,466 shares are held for Mr. Nelson under the Hudson United 401(k) plan, which he directs, and 22,699 shares represent vested options.
(13)	Of this total, 24,549 shares are held in Mr. Shara’s account in the Hudson United 401(k) plan, which he directs, 59,826 shares, including 14,768 shares representing vested options, are held by a limited partnership of which Mr. Shara and his wife are the sole general partners and his son is the sole limited partner, and 5,013 shares represent vested options.
(14)	Of this total, 52,968 shares are held in the Hudson United 401(k) plan for the account of executive officers who may direct the voting and 121,955 shares represent vested options held by executive officers and directors.

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TD Banknorth SEC Filings (File No. 000-51179)		Period/Date
Annual Report on Form 10-K		Year ended December 31, 2004, as amended
Quarterly Reports on Form 10-Q		Three months ended March 31, 2005, June 30, 2005 and September 30, 2005, as amended
Current Reports on Form 8-K		Filed on January 24, 2005, February 4, 2005, February 25, 2005, February 28, 2005, March 1, 2005, March 2, 2005, March 4, 2005, March 7, 2005, March 10, 2005, March 23, 2005, March 30, 2005, April 20, 2005, April 25, 2005, May 6, 2005, May 10, 2005, May 13, 2005, May 16, 2005, May 25, 2005, May 27, 2005, July 1, 2005, July 12, 2005, July 14, 2005, July 20, 2005, July 21, 2005, July 27, 2005, July 29, 2005, August 3, 2005, September 8, 2005, September 15, 2005, September 20, 2005, September 30, 2005, October 24, 2005, October 26, 2005 (two reports), October 28, 2005 and November 22, 2005 (in each case other than those portions furnished under Item 2.02 or Item 7.01 of Form 8-K)

Hudson United SEC Filings (File No. 001-08660)		Period/Date
Annual Report on Form 10-K		Year ended December 31, 2004
Quarterly Reports on Form 10-Q		Three months ended March 31, 2005, June 30, 2005 and September 30, 2005
Current Reports on Form 8-K		Filed on January 13, 2005, January 26, 2005, February 11, 2005, April 8, 2005, April 15, 2005, April 18, 2005, April 25, 2005 (two reports), May 23, 2005 (two reports), June 9, 2005, June 27, 2005, July 12, 2005, July 14, 2005, July 21, 2005, August 18, 2005, August 22, 2005, September 12, 2005 and October 24, 2005 (in each case other than those portions furnished under Item 2.02 or Item 7.01 of Form 8-K)

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

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				Page
ARTICLE I CERTAIN DEFINITIONS
SECTION 1.1.		Certain Definitions			I-1
ARTICLE II THE MERGER
SECTION 2.1.		The Merger			I-8
SECTION 2.2.		Effective Date and Effective Time; Closing			I-9
ARTICLE III CONSIDERATION; ELECTION AND EXCHANGE PROCEDURES
SECTION 3.1.		Effect on Capital Stock			I-9
SECTION 3.2.		Election Procedures			I-10
SECTION 3.3.		Proration			I-11
SECTION 3.4.		No Fractional Shares			I-12
SECTION 3.5.		Exchange Procedures			I-12
SECTION 3.6.		Treatment of Hudson United Stock Options			I-14
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF HUDSON UNITED
SECTION 4.1.		Corporate Organization			I-15
SECTION 4.2.		Capitalization			I-16
SECTION 4.3.		Authority; No Violation			I-17
SECTION 4.4.		Consents and Approvals			I-17
SECTION 4.5.		SEC Documents; Other Reports; Internal and Disclosure Controls			I-18
SECTION 4.6.		Financial Statements; Undisclosed Liabilities			I-19
SECTION 4.7.		Broker’s Fees			I-19
SECTION 4.8.		Absence of Certain Changes or Events			I-20
SECTION 4.9.		Legal Proceedings			I-20
SECTION 4.10.		Taxes			I-20
SECTION 4.11.		Employees; Employee Benefit Plans			I-21
SECTION 4.12.		Board Approval			I-23
SECTION 4.13.		Compliance With Applicable Law			I-23
SECTION 4.14.		Certain Contracts			I-23
SECTION 4.15.		Agreements With Regulatory Agencies			I-24
SECTION 4.16.		Hudson United Information			I-25
SECTION 4.17.		Title to Property			I-25
SECTION 4.18.		Insurance			I-25
SECTION 4.19.		Environmental Liability			I-26
SECTION 4.20.		Opinion of Financial Advisor			I-26
SECTION 4.21.		Patents, Trademarks, Etc			I-26
SECTION 4.22.		Labor Matters			I-26
SECTION 4.23.		Derivative Instruments and Transactions			I-27
SECTION 4.24.		Investment Companies and Investment Advisers			I-27
SECTION 4.25.		Loan Matters			I-27

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				Page
SECTION 4.26.		Antitakeover Provisions			I-28
SECTION 4.27.		Books and Records			I-28
SECTION 4.28.		Approvals			I-28
SECTION 4.29.		Disclosure			I-28
ARTICLE V REPRESENTATIONS AND WARRANTIES OF TD BANKNORTH
SECTION 5.1.		Corporate Organization			I-29
SECTION 5.2.		Capitalization			I-29
SECTION 5.3.		Authority; No Violation			I-30
SECTION 5.4.		Consents and Approvals			I-31
SECTION 5.5.		SEC Documents; Other Reports; Internal and Disclosure Controls			I-31
SECTION 5.6.		Financial Statements; Undisclosed Liabilities			I-33
SECTION 5.7.		Broker’s Fees			I-33
SECTION 5.8.		Absence of Certain Changes or Events			I-33
SECTION 5.9.		Legal Proceedings			I-33
SECTION 5.10.		Taxes			I-34
SECTION 5.11.		Employees; Employee Benefit Plans			I-34
SECTION 5.12.		Board Approval			I-35
SECTION 5.13.		Compliance With Applicable Law			I-35
SECTION 5.14.		Agreements With Regulatory Agencies			I-36
SECTION 5.15.		TD Banknorth Information			I-36
SECTION 5.16.		Environmental Liability			I-36
SECTION 5.17.		Labor Matters			I-37
SECTION 5.18.		Derivative Instruments and Transactions			I-37
SECTION 5.19.		Investment Companies and Investment Advisers			I-37
SECTION 5.20.		Loan Matters			I-37
SECTION 5.21.		Financing			I-38
SECTION 5.22.		Approvals			I-38
SECTION 5.23.		Disclosure			I-38
ARTICLE VI COVENANTS RELATING TO CONDUCT OF BUSINESS
SECTION 6.1.		Conduct of Business Prior to the Effective Time			I-38
SECTION 6.2.		Hudson United Forbearances			I-39
SECTION 6.3.		TD Banknorth Forbearances			I-42
ARTICLE VII ADDITIONAL AGREEMENTS
SECTION 7.1.		Regulatory Matters			I-42
SECTION 7.2.		Access to Information			I-43
SECTION 7.3.		Shareholder Approvals			I-45
SECTION 7.4.		Acquisition Proposals			I-46
SECTION 7.5.		Legal Conditions to the Merger			I-47
SECTION 7.6.		Affiliates			I-47
SECTION 7.7.		Indemnification; Directors’ and Officers’ Insurance			I-48
SECTION 7.8.		Advice of Changes			I-49

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				Page
SECTION 7.9.		Financial Statements and Other Current Information			I-49
SECTION 7.10.		Stock Exchange Listing			I-49
SECTION 7.11.		Directors of TD Banknorth			I-50
SECTION 7.12.		Transition Matters			I-50
SECTION 7.13.		Employee Benefit Plans			I-50
SECTION 7.14.		The Bank Merger			I-52
SECTION 7.15.		Certain Policies			I-52
SECTION 7.16.		Section 16 Matters			I-52
SECTION 7.17.		Coordination of Dividends			I-53
SECTION 7.18.		Tax Matters			I-53
SECTION 7.19.		Publicity			I-53
SECTION 7.20.		Additional Proposals			I-53
ARTICLE VIII CONDITIONS PRECEDENT
SECTION 8.1.		Conditions to Each Party’s Obligation to Effect the Merger			I-54
SECTION 8.2.		Conditions to Obligations of TD Banknorth			I-54
SECTION 8.3.		Conditions to Obligations of Hudson United			I-55
ARTICLE IX TERMINATION AND AMENDMENT
SECTION 9.1.		Termination			I-56
SECTION 9.2.		Effect of Termination			I-57
SECTION 9.3.		Amendment			I-58
SECTION 9.4.		Extension; Waiver			I-58
ARTICLE X GENERAL PROVISIONS
SECTION 10.1.		Nonsurvival of Representations, Warranties and Agreements			I-58
SECTION 10.2.		Expenses			I-58
SECTION 10.3.		Notices			I-58
SECTION 10.4.		Interpretation			I-59
SECTION 10.5.		Counterparts			I-59
SECTION 10.6.		Entire Agreement			I-59
SECTION 10.7.		Governing Law; Jurisdiction			I-60
SECTION 10.8.		Severability			I-60
SECTION 10.9.		Assignment; Third Party Beneficiaries			I-60
SECTION 10.10.		Alternative Structure			I-61
SECTION 10.11.		TD Banknorth Stock Sale			I-61
EXHIBIT A     FORM OF SHAREHOLDER AGREEMENT
EXHIBIT B     FORM OF AFFILIATE LETTER

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“Acquisition Proposal” means any proposal or offer by any Person or group of Persons with respect to any of the following: (i) any merger, consolidation, share exchange, business combination, recapitalization, liquidation or dissolution or other similar transaction involving Hudson United or any Subsidiary of Hudson United whose assets, individually or in the aggregate, constitute more than 10% of the consolidated assets of Hudson United; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets (including for this purpose the outstanding capital stock of any Subsidiary of Hudson United and the capital stock of any entity surviving any merger or business combination involving any Subsidiary of Hudson United) and/or liabilities that constitute 10% or more of the net revenues, net income or assets of Hudson United and its Subsidiaries taken as a whole in a single transaction or series of transactions; or (iii) any purchase or other acquisition or tender offer or exchange offer that if consummated would result in such Person(s) beneficially owning 10% or more of the outstanding shares of the common stock of Hudson United or any Subsidiary of Hudson United whose assets, individually or in the aggregate, constitute more than 10% of the

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	consolidated assets of Hudson United, in each case other than (x) the transactions contemplated by this Agreement and (y) any transaction referred to in clause (i) or (ii) involving only Hudson United and one or more of its Subsidiaries, or involving two or more of its Subsidiaries, provided that any such transaction is not entered into in violation of the terms of this Agreement.
	“Additional TD Banknorth Proposals” has the meaning set forth in Section 7.20(b).
	“Additional TD Banknorth Votes” has the meaning set forth in Section 7.20(b).
	“Additional Hudson United Proposals” has the meaning set forth in Section 7.20(a).
	“Additional Hudson United Votes” has the meaning set forth in Section 7.20(a).
	“Aggregate Cash Consideration” has the meaning set forth in Section 3.3(a)(i).
	“Agreement” has the meaning set forth at the beginning of this document.
	“Average TD Banknorth Closing Price” has the meaning set forth in Section 3.1(a)(iii).
	“Bank Merger” has the meaning ascribed thereto in the recitals to this Agreement.
	“Bank Merger Agreement” has the meaning ascribed thereto in the recitals to this Agreement.
	“Bank Secrecy Act” means the Bank Secrecy Act of 1970, as amended.
	“BHC Act” means the Bank Holding Company Act of 1956, as amended, and the rules and regulations thereunder.
	“BIF” means the Bank Insurance Fund administered by the FDIC.
	“Business Day” means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. Government or any day on which banking institutions in the State of Maine, the State of New Jersey or Ontario, Canada are authorized or obligated to close.
	“Cash Conversion Shares” has the meaning set forth in Section 3.3(a)(i).
	“Cash Election Price” has the meaning set forth in Section 3.1(a)(iv).
	“Cash Proration Factor” has the meaning set forth in Section 3.3(a)(i)(2)(A).
	“Certificates” has the meaning set forth in Section 3.2(a).
	“Certificates of Merger” has the meaning set forth in Section 2.2(a).
	“Change in Hudson United Recommendation” has the meaning set forth in Section 7.3(a).
	“Closing” and “Closing Date” have the meanings set forth in Section 2.2(b).
	“Code” means the Internal Revenue Code of 1986, as amended.
	“Confidential Information” has the meaning set forth in Section 7.2(c).
	“Confidentiality Agreement” means the Confidentiality Agreement between Hudson United and TD Banknorth, dated April 18, 2005.
	“Continuing Employees” has the meaning set forth in Section 7.13(a).
	“CRA” means the Community Reinvestment Act of 1977, as amended, and the rules and regulations thereunder.
	“Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any

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	debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.
	“DGCL” means the Delaware General Corporation Law, as amended.
	“Effective Time” has the meaning set forth in Section 2.2(a).
	“Election Deadline” has the meaning set forth in Section 3.2(b).
	“Election Form” has the meaning set forth in Section 3.2(a).
	“Election Form Record Date” has the meaning set forth in Section 3.2(a).
	“Environmental Laws” means any federal, state or local law, regulation, order, decree, permit, authorization, opinion or agency requirement relating to (i) the protection or restoration of the environment, health, safety, or natural resources, (ii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (iii) wetlands, indoor air, pollution, contamination or any injury or threat of injury to persons or property in connection with any Hazardous Substance, as well as any common law standards relating to environmental protection, human health or safety.
	“Equal Credit Opportunity Act” means the Equal Credit Opportunity Act, as amended, and the rules and regulations thereunder.
	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	“ERISA Affiliate” means any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code.
	“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
	“Exchange Agent” has the meaning set forth in Section 3.2(a).
	“Exchange Fund” has the meaning set forth in Section 3.5(a).
	“Exchange Ratio” has the meaning set forth in Section 3.1(a)(iii).
	“Fair Housing Act” means the Fair Housing Act, as amended, and the rules and regulations thereunder.
	“FDIC” means the Federal Deposit Insurance Corporation.
	“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.
	“Governmental Entity” means any federal, state or local court, administrative agency or commission or other governmental authority or instrumentality.
	“Hazardous Substance” means any substance that is (i) listed, classified or regulated pursuant to any Environmental Law, (ii) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon or (iii) any other substance which is the subject of regulatory action by any Governmental Entity in connection with any Environmental Law.
	“Home Mortgage Disclosure Act” means the Home Mortgage Disclosure Act of 1975, as amended, and the rules and regulations thereunder.
	“HSR Act” means Section 7A of the Clayton Act, as added by Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.
	“Hudson United” has the meaning set forth in the preamble to this Agreement.
	“Hudson United Bank” has the meaning ascribed thereto in the recitals to this Agreement.

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	“Hudson United Severance Plan” means the Hudson United Severance Plan, as in effect as of the date hereof.
	“Hudson United Benefit Plans” has the meaning set forth in Section 4.11(a).
	“Hudson United Board” means the Board of Directors of Hudson United.
	“Hudson United Bylaws” means the Bylaws of Hudson United, as amended as of the date hereof.
	“Hudson United Cash Election Shares” has the meaning set forth in Section 3.2(a).
	“Hudson United Certificate” means the Certificate of Incorporation of Hudson United, as amended as of the date hereof.
	“Hudson United Common Stock” means the common stock, no par value per share, of Hudson United.
	“Hudson United Contract” has the meaning set forth in Section 4.14(a).
	“Hudson United Disclosure Schedule” has the meaning set forth at the beginning of Article IV.
	“Hudson United Loans” has the meaning set forth in Section 4.25(a).
	“Hudson United Preferred Stock” means the preferred stock, no par value per share, of the Company.
	“Hudson United Process Agent” has the meaning set forth in Section 10.7(b).
	“Hudson United Recommendation” has the meaning set forth in Section 7.3(a).
	“Hudson United Regulatory Agreement” has the meaning set forth in Section 4.15.
	“Hudson United Required Vote” has the meaning set forth in Section 4.3(a).
	“Hudson United SEC Reports” has the meaning set forth in Section 4.5(a).
	“Hudson United Shareholder Meeting” has the meaning set forth in Section 7.3(a).
	“Hudson United Stock” means the Hudson United Common Stock and the Hudson United Preferred Stock.
	“Hudson United Stock-based Awards” means Hudson United Stock Options and any other Rights with respect to Hudson United Common Stock granted under the Hudson United Stock Plans.
	“Hudson United Stock Options” means options to acquire shares of Hudson United Common Stock issued under the Hudson United Stock Plans.
	“Hudson United Stock Plans” means the following stock compensation plans of Hudson United: 2002 Stock Option Plan, 1999 Stock Option Plan, 1995 Stock Option Plan and Restricted Stock Plan of 1989, in each case as amended as of the date hereof.
	“Hudson United Stock Election Shares” has the meaning set forth in Section 3.2(a).
	“Indemnified Party” has the meaning set forth in Section 7.7(a).
	“Insurance Amount” has the meaning set forth in Section 7.7(d).
	“Intellectual Property” means all patents, trademarks, trade names, service marks, domain names, database rights, copyrights and any applications therefore, mask works, technology, know-how, trade secrets, inventory, ideas, algorithms, processes, computer software programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material and all other intellectual property or proprietary rights.

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	“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder.
	“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.
	“IRS” means the Internal Revenue Service.
	“KBW” means Keefe, Bruyette & Woods, Inc.
	“Knowledge” as used with respect to a Party (including references to such Person being aware of a particular matter) means those facts that are known to a Party by the executive officers and directors of such Party, and includes any facts, matters or circumstances set forth in any written notice from any Governmental Authority received by that Party.
	“Lien” means any lien, claim, charge, mortgage, pledge, security interest, restriction, encumbrance or security interest.
	“Litigation” has the meaning set forth in Section 10.7(a).
	“Loans” means any loan, loan agreement, note or borrowing arrangement, including, without limitation, leases, credit enhancements, guarantees and similar interest-bearing assets, as well as commitments to extend any of the same.
	“Mailing Date” has the meaning set forth in Section 3.2(a).
	“Material Adverse Effect” means, with respect to a Party, (A) a material adverse effect on the business, results of operations or financial condition of such Party and its Subsidiaries taken as a whole or (B) a material adverse effect on such Party’s ability to consummate the transactions contemplated hereby on a timely basis; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect on the referenced Party the cause of which is (i) any change after the date of this Agreement in (x) laws, rules or regulations of general applicability or published interpretations thereof by courts or governmental authorities, (y) U.S. GAAP or (z) regulatory accounting requirements, in any such case applicable to banks or their holding companies generally and not specifically relating to a Party, (ii) the announcement of this Agreement or any action or omission of any Party or any Subsidiary thereof required under this Agreement or taken or omitted to be taken with the express written permission of the other Party or Parties, (iii) any changes after the date of this Agreement in general economic or capital market conditions affecting banks or their holding companies generally, or (iv) changes or events, after the date hereof, affecting the financial services industry generally and not specifically relating to any Party or its Subsidiaries, provided, that a decrease in the trading or market prices of a Party’s capital stock shall not be considered, by itself, to constitute a Material Adverse Effect; and further provided that in the case of Hudson United, the issuance of an order to cease and desist by a Governmental Entity against Hudson United or any Hudson United Subsidiary after the date hereof and prior to the Effective Time, or the assessment of any civil monetary penalty in an amount which exceeds $2.0 million on Hudson United or any Hudson United Subsidiary by a Governmental Entity (including without limitation the Financial Crimes Enforcement Network) after the date hereof and prior to the Effective Time in connection with the noncompliance by Hudson United or any Hudson United Subsidiary with an existing Hudson United Regulatory Agreement, shall be deemed to be a Material Adverse Effect on Hudson United for purposes of this Agreement.
	“Merger” has the meaning ascribed thereto in the recitals to this Agreement.
	“Merger Consideration” has the meaning set forth in Section 3.1.
	“National Labor Relations Act” means the National Labor Relations Act, as amended.
	“NJBCA” means the New Jersey Business Corporation Act, as amended.
	“OCC” means the Office of the Comptroller of the Currency.

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	“OREO” means other real estate owned.
	“OFSI” means the Superintendent of Financial Institutions (Canada).
	“Party” means any of Hudson United, TD Banknorth or, solely for purposes of Article X, TD, and “Parties” shall mean all of Hudson United, TD Banknorth and, solely for purposes of Article X, TD.
	“PBGC” means the Pension Benefit Guaranty Corporation.
	“Person” means any individual, bank, corporation, partnership, association, joint-stock company, business trust, limited liability company, unincorporated organization or other organization or firm of any kind or nature.
	“Proxy Statement/Prospectus” has the meaning set forth in Section 7.1(a).
	“Registration Statement” has the meaning set forth in Section 7.1(a).
	“Representatives” has the meaning set forth in Section 7.2(c).
	“Requisite Regulatory Approvals” has the meaning set forth in Section 8.1(b).
	“Rights” means, with respect to any Person, warrants, options, rights, convertible securities and other arrangements or commitments which obligate the Person to issue or dispose of any of its capital stock or other ownership interests or which provide payments or benefits measured by the value of its capital stock.
	“SAIF” means the Savings Association Insurance Fund administered by the FDIC.
	“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder.
	“SEC” means the Securities and Exchange Commission.
	“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.
	“Secondary Election Form Record Date” has the meaning set forth in Section 3.2(a).
	“Shareholder Agreements” has the meaning ascribed to such term in the recitals to this Agreement.
	“Significant Subsidiary” has the meaning ascribed to such term in Rule 1-02 of Regulation S-X of the SEC.
	“State Banking Approvals” means such applications, filings, authorizations, orders and approvals as may be required under the banking laws of the states listed in the applicable schedules of Hudson United and TD Banknorth.
	“Stockholders Agreement” means the Amended and Restated Stockholders Agreement, dated as of August 25, 2004, among TD, TD Banknorth and Banknorth Group, Inc.
	“Stock Conversion Shares” has the meaning set forth in Section 3.3(a)(ii)(2)(A).
	“Stock Proration Factor” has the meaning set forth in Section 3.3(a)(ii)(2)(A).
	“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company or other entity of which (i) such Person or a subsidiary of such Person is a general partner or (ii) at least a majority of the capital stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.
	“Superior Proposal” means, with respect to Hudson United, a bona fide written Acquisition Proposal which the Hudson United Board concludes in good faith to be more favorable to the

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	shareholders of Hudson United, from a financial point of view, than the Merger and the other transactions contemplated by this Agreement after (1) receiving the advice of its financial advisor (which shall be a nationally-recognized investment banking firm), (2) taking into account the likelihood of consummation of such transaction on the terms set forth therein (as compared to, and with due regard for, the terms herein) and (3) taking into account all appropriate legal (with the advice of outside counsel), financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in this Article I, except that the reference to “10% or more” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving voting securities of Hudson United or all or substantially all of the consolidated assets of Hudson United and its Subsidiaries.
	“Surviving Corporation” has the meaning set forth in Section 2.1(a).
	“Taxes” means all taxes, charges, levies, penalties or other assessments imposed by any United States federal, state, local or non-U.S. taxing authority, including, but not limited to income, excise, property, sales, transfer, franchise, payroll, withholding, social security or other similar taxes, including any interest or penalties attributable thereto.
	“Tax Returns” means any return, report, information return or other document (including any related or supporting information) required to be filed with any taxing authority with respect to Taxes, including all information returns relating to Taxes of third parties, any claims for refunds of Taxes and any amendments or supplements to any of the foregoing.
	“TD” has the meaning set forth in the preamble to this Agreement.
	“TD Banknorth” has the meaning set forth in the preamble to this Agreement.
	“TD Banknorth, NA” has the meaning ascribed thereto in the recitals to this Agreement.
	“TD Banknorth Benefit Plans” has the meaning set forth in Section 5.11(a).
	“TD Banknorth Board” means the Board of Directors of TD Banknorth.
	“TD Banknorth Bylaws” means the Bylaws of TD Banknorth, as amended.
	“TD Banknorth Certificate” means the Certificate of Incorporation of TD Banknorth, as amended.
	“TD Banknorth Class B Common Stock” means the Class B common stock, par value $0.01 per share, of TD Banknorth.
	“TD Banknorth Common Stock” means the common stock, par value $0.01 per share, of TD Banknorth.
	“TD Banknorth Disclosure Schedule” has the meaning set forth at the beginning of Article V.
	“TD Banknorth Loans” has the meaning set forth in Section 5.20(a).
	“TD Banknorth Preferred Stock” means the preferred stock, par value $0.01 per share, of TD Banknorth.
	“TD Banknorth Regulatory Agreement” has the meaning set forth in Section 5.14.
	“TD Banknorth Required Vote” has the meaning set forth in Section 5.3(a).
	“TD Banknorth SEC Reports” has the meaning set forth in Section 5.5(a).
	“TD Banknorth Shareholders Meeting” has the meaning set forth in Section 7.3(c).

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	“TD Banknorth Stock” means the TD Banknorth Common Stock, TD Banknorth Class B Common Stock and TD Banknorth Preferred Stock.
	“TD Banknorth Stock-based Awards” means options to acquire shares of TD Banknorth Common Stock and any other Rights with respect to TD Banknorth Common Stock issued under the TD Banknorth Stock Plans or pursuant to Section 3.6.
	“TD Banknorth Stock Compensation Plans” means TD Banknorth’s 1996 Equity Incentive Plan, as amended, Amended and Restated 2003 Equity Incentive Plan and all stock option plans assumed by TD Banknorth in connection with acquisitions under which there are Rights to purchase TD Banknorth Common Stock outstanding.
	“TD Banknorth Stock Sale” has the meaning set forth in Section 10.11.
	“Termination Fee” has the meaning set forth in Section 9.2(b).
	“Treasury Stock” means all shares of Hudson United Stock that are (i) owned directly by Hudson United as treasury stock or (ii) owned directly by TD Banknorth, other than in a fiduciary (including custodial or agency) capacity or as a result of debts previously contracted in good faith.
	“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.
	“U.S. GAAP” means accounting principles generally accepted in the United States of America.
	“Voting Debt” means any bond, debenture, note or other indebtedness which has the right to vote on any matter on which a Person’s shareholders may vote.

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	(i) Each share of TD Banknorth Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall be unchanged by the Merger.
	(ii) Each share of Hudson United Common Stock held as Treasury Stock immediately prior to the Effective Time shall be cancelled and retired at the Effective Time and no consideration shall be issued in exchange therefor.

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	(iii) Each outstanding share of Hudson United Common Stock which under the terms of Section 3.3 is to be converted into the right to receive shares of TD Banknorth Common Stock shall, subject to Section 3.4, be converted into and become the right to receive a number of shares of TD Banknorth Common Stock equal to the Cash Election Price divided by the Average TD Banknorth Closing Price (the “Exchange Ratio”). For purposes of this Agreement, “Average TD Banknorth Closing Price” shall mean the average of the per share closing sale prices of the TD Banknorth Common Stock on the New York Stock Exchange (as reported by The Wall Street Journal) for the ten trading-day period ending on the fifth Business Day prior to the Closing Date (for the sake of clarity, such tenth Business Day shall be considered the last full trading day included within the Valuation Period). The Average TD Banknorth Closing Price shall be calculated to the nearest one-hundredth of one cent and the Exchange Ratio shall be calculated to the nearest ten thousandth.
	(iv) Each outstanding share of Hudson United Common Stock which under the terms of Section 3.3 is to be converted into the right to receive cash shall be converted into the right to receive the sum of (x) 0.51 times 1.4210 times the Average TD Banknorth Closing Price and (y) 0.49 times $43.00 (such sum, the “Cash Election Price”).

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	(i) In the event the aggregate number of Hudson United Cash Election Shares is greater than the quotient of (x) $941,790,000 (the “Aggregate Cash Consideration”) divided by (y) the Cash Election Price (such quotient, the “Cash Conversion Shares”), then:

	(1) all Hudson United Stock Election Shares will be converted into the right to receive TD Banknorth Common Stock in accordance with the terms of Section 3.1(a)(iii), and
	(2) each Hudson United Cash Election Share will be converted into the right to receive TD Banknorth Common Stock and cash in the following manner:

	(A) a proration factor (the “Cash Proration Factor”) shall be determined by dividing (x) the Aggregate Cash Consideration by (y) the product of the number of Hudson United Cash Election Shares and the Cash Election Price;
	(B) the number of Hudson United Cash Election Shares held by each holder of shares of Hudson United Common Stock that will be converted into the right to receive cash pursuant to the terms of Section 3.1(a)(iv) shall be determined by multiplying the Cash Proration Factor by the number of Hudson United Cash Election Shares held by such holder; and
	(C) all Hudson United Cash Election Shares other than those shares converted into the right to receive cash in accordance with the preceding subparagraph (B) shall be converted into the right to receive TD Banknorth Common Stock in accordance with the terms of Section 3.1(a)(iii).

	(ii) In the event the aggregate number of Hudson United Cash Election Shares is less than the Cash Conversion Shares, then:

	(1) all Hudson United Cash Election Shares will be converted into the right to receive cash in accordance with Section 3.1(a)(iv), and

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	(2) each Hudson United Stock Election Share will be converted into the right to receive TD Banknorth Common Stock and cash in the following manner:

	(A) a proration factor (the “Stock Proration Factor”) shall be determined by dividing the Stock Conversion Shares by the aggregate number of Hudson United Stock Election Shares. The “Stock Conversion Shares” shall mean the difference between (x) the total number of shares of Hudson United Common Stock outstanding immediately prior to the Effective Time and (y) the Cash Conversion Shares;
	(B) the number of Hudson United Stock Election Shares held by each holder of shares of Hudson United Common Stock that will be converted into the right to receive shares of TD Banknorth Common Stock pursuant to the terms of Section 3.1(a)(iii) shall be determined by multiplying the Stock Proration Factor by the number of Hudson United Stock Election Shares held by such holder; and
	(C) all Hudson United Stock Election Shares other than those shares converted into the right to receive TD Banknorth Common Stock in accordance with the preceding subparagraph (B) shall be converted into the right to receive cash in accordance with the terms of Section 3.1(a)(iv).

(iii) If the number of Hudson United Stock Election Shares is equal to the number of Stock Conversion Shares and the number of Hudson United Cash Election Shares is equal to the number of Cash Conversion Shares, then subparagraphs (i) and (ii) above shall not apply and all Hudson United Stock Election Shares will be converted into the right to receive TD Banknorth Common Stock and all Hudson United Cash Election Shares will be converted into the right to receive cash.

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	(i) Hudson United has complied in all material respects with its obligations under Section 7.4,
	(ii) the Hudson United Board, after consultation with its outside counsel, determines in good faith that failure to take such action would result in a violation of its fiduciary duties under applicable law, and
	(iii) Hudson United or the Hudson United Board (A) has received an unsolicited bona fide written Acquisition Proposal from a third party which the Hudson United Board concludes in good

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faith constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by TD Banknorth pursuant to clause (C) below, (B) has notified TD Banknorth, at least five Business Days in advance, of its intention to effect a Change in Hudson United Recommendation, specifying the material terms and conditions of any such Superior Proposal and furnishing to TD Banknorth a copy of the relevant proposed transaction agreements, if such exist, with the Person making such Superior Proposal and (C) during the period of not less than five Business Days following Hudson United’s delivery of the notice referred to in clause (B) above and prior to effecting such a Change in Hudson United Recommendation, has negotiated, and has used reasonable best efforts to cause its financial and legal advisors to negotiate, with TD Banknorth in good faith (to the extent that TD Banknorth desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal.

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	(i) if this Agreement is terminated by TD Banknorth pursuant to Section 9.1(f) or (g), then Hudson United shall pay the entire Termination Fee on the second Business Day following such termination; and
	(ii) if this Agreement is terminated by (A) TD Banknorth pursuant to Section 9.1(d) because of Hudson United’s willful breach of any representation, warranty, covenant or agreement under this Agreement, (B) TD Banknorth or Hudson United pursuant to Section 9.1(e), or (C) TD Banknorth or Hudson United pursuant to Section 9.1(c) without a vote of the shareholders of Hudson United contemplated by this Agreement at the Hudson United Shareholders Meeting having occurred, and in any such case an Acquisition Proposal with respect to Hudson United shall have been publicly announced or otherwise communicated or made known to the senior management or the Hudson United Board (or any Person shall have publicly announced, communicated or made known an intention, whether or not conditional, to make an Acquisition Proposal) at any time after the date of this Agreement and on or prior to the date of the Hudson United Shareholders Meeting, in the case of clause (B), or the date of termination, in the case of clauses (A) or (C), then Hudson United shall pay (x) the sum of $20.0 million to TD Banknorth on the second Business Day following such termination, and (y) if within 15 months after such termination Hudson United or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, an Acquisition Proposal, then Hudson United shall pay the remainder of the Termination Fee payable to TD Banknorth on the date of such execution or consummation.

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	Hudson United Bancorp
	100 MacArthur Blvd.
	Mahwah, New Jersey 07430
	Attn: Kenneth T. Neilson
	Chairman, President
	and Chief Executive Officer
	Fax:  (201) 236-2639

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	Pitney Hardin LLP
	7 Times Square
	New York, New York 10036
	Attn: Ronald H. Janis
	Fax: (212) 682-3485

	TD Banknorth Inc.
	P.O. Box 9540
	Two Portland Square
	Portland, Maine 04112-9540
	Attn: William J. Ryan
	Chairman, President
	and Chief Executive Officer
	Fax: (207) 761-8587

	Elias, Matz, Tiernan & Herrick L.L.P.
	734 15th Street, N.W.
	Washington, D.C. 20005
	Attn: Gerard L. Hawkins
	Fax: (202) 347-2172

	The Toronto-Dominion Bank
	TD Tower, 4th Floor
	55 King Street West
	Toronto, Ontario M5K IA2
	Attn: General Counsel
	Fax: (416) 308-1943

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	Hudson United Bancorp

	By:	/s/ Kenneth T. Neilson

	Name:        Kenneth T. Neilson

	Title:	Chairman, President and Chief Executive Officer

	TD Banknorth Inc.

	By:	/s/ Peter J. Verrill

	Name:        Peter J. Verrill

	Title:	Senior Executive Vice President and Chief Operating Officer

	The Toronto-Dominion Bank

	By:	/s/ W. Edmund Clark

	Name:        W. Edmund Clark

	Title:	President and Chief Executive Officer

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	Very truly yours,
	LEHMAN BROTHERS

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	Very truly yours,
	LEHMAN BROTHERS

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	i. reviewed the Agreement;
	ii. reviewed certain historical financial and other information concerning TD Banknorth and TD Banknorth’s predecessor, Banknorth Group, Inc., including Annual Reports to Stockholders and Annual Reports on Form 10-K and interim reports on Form 10-Q;

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	iii. reviewed certain historical financial and other information concerning Hudson United, including Annual Reports to Stockholders and Annual Reports on Form 10-K and interim reports on Form 10-Q;
	iv. held discussions with senior management of Hudson United and TD Banknorth with respect to their past and current business operations, regulatory matters, financial condition and future prospects;
	v. reviewed and studied the historical stock prices and trading volumes of the common stock of Hudson United and TD Banknorth;
	vi. reviewed certain internal financial data, projections and other information of Hudson United and TD Banknorth, including financial projections prepared by management;
	vii. analyzed certain publicly available information of other financial institutions that we deemed comparable or otherwise relevant to our inquiry, and compared Hudson United and TD Banknorth from a financial point of view with certain of those institutions;
	viii. reviewed the financial terms of certain recent business combinations in the banking industry that we deemed comparable or otherwise relevant to our inquiry; and
	ix. conducted such other financial studies, analyses and investigations and reviewed such other information as we deemed appropriate to enable us to render our opinion.

	Very truly yours,
	KEEFE, BRUYETTE & WOODS, INC.

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Item 20.	Indemnification of Directors and Officers.

	•	that TD Banknorth shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of TD Banknorth, or is or was serving at the request of TD Banknorth as a director, officer, trustee, partner, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably

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		incurred by him or her in connection with such action, suit or proceeding to the full extent provided by the DGCL, provided that TD Banknorth shall not be liable for any amount which may be due to any person in connection with a settlement of any action, suit or proceeding effected without its prior written consent or any action, suit or proceeding initiated by an indemnified person without its prior written consent, other than an action or proceeding seeking indemnification from TD Banknorth under its bylaws; and
	•	that TD Banknorth shall pay the expenses incurred by an indemnified person in advance of a final disposition of an action or proceeding upon receipt by TD Banknorth of (1) a written undertaking by or on behalf of the indemnified person to repay such amount if the indemnified person is ultimately determined not to have acted in the manner required under the DGCL in order to permit indemnification and (2) a written affirmation by the indemnified person that the person has met the requisite standard of conduct for indemnification.

Item 21.	Exhibits and Financial Statement Schedules.

	(a)	List of Exhibits:

Exhibit No.				Exhibit		Location
	2(a)			Agreement and Plan of Merger, dated as of July 11, 2005, among Hudson United, TD Banknorth and, solely with respect to Article X of the Agreement, The Toronto-Dominion Bank		(1)
	2(b)			Form of Shareholder Agreement, dated as of July 11, 2005, between TD Banknorth and each director of Hudson United		(1)
	3(a)			Certificate of Incorporation of TD Banknorth		(2)
	3(b)			Bylaws of TD Banknorth		(3)
	4			Specimen common stock certificate		(4)
	5			Opinion of Elias, Matz, Tiernan & Herrick L.L.P. regarding legality of securities being registered		*
	8.1			Opinion of Elias, Matz, Tiernan & Herrick L.L.P. regarding certain federal income tax consequences		*
	8.2			Opinion of Pitney Hardin LLP regarding certain federal income tax consequences		*
	10.1			Amended and Restated Stockholders Agreement, dated as of August 25, 2004, among The Toronto-Dominion Bank, Banknorth Group, Inc. and TD Banknorth		(5)
	10.2			Form of Consulting Agreement between TD Banknorth and Kenneth T. Neilson		(6)

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Exhibit No.				Exhibit		Location
	10.3			Form of retention letter between TD Banknorth and each of Thomas J. Shara and Thomas R. Nelson		*
	10.4			Form of retention letter between TD Banknorth and each of James Mayo and James Nall		*
	23(a)			Consent of Elias, Matz, Tiernan & Herrick L.L.P. (to be contained in the opinions included as Exhibits 5 and 8.1)		*
	23(b)			Consent of Pitney Hardin LLP (to be contained in the opinion included as Exhibit 8.2)		*
	23(c)			Consent of KPMG LLP		filed herewith
	23(d)			Consent of Ernst & Young LLP		filed herewith
	24			Powers of Attorney (included in the signature page to this Registration Statement)		*
	99(a)			Form of proxy for the TD Banknorth special meeting		*
	99(b)			Solicitation materials to be provided to certain participants in TD Banknorth’s 401(k) Plan		*
	99(c)			Form of proxy for the Hudson United special meeting		*
	99(d)			Solicitation materials to be provided to certain participants in Hudson United’s 401(k) Plan		*
	99(e)			Consent of Lehman Brothers Inc.		*
	99(f)			Consent of Keefe, Bruyette & Woods, Inc.		*
	99(g)			Consents of Brian Flynn and David A. Rosow to be named as prospective Class A directors of TD Banknorth		*

(1)	Exhibit is included in Annex I to the Joint Prospectus/ Proxy Statement included herein.
(2)	Incorporated by reference to Appendix B to the proxy statement/ prospectus, dated January 11, 2005, included in the Registration Statement on Form S-4/ F-4 filed by TD Banknorth and The Toronto-Dominion Bank (SEC File Nos. 333-119517/119519).
(3)	Incorporated by reference to Appendix C to the proxy statement/ prospectus, dated January 11, 2005, included in the Registration Statement on Form S-4/ F-4 filed by TD Banknorth and The Toronto-Dominion Bank (SEC File Nos. 333-119517/119519).
(4)	Incorporated by reference to the Registration Statement on Form S-4/ F-4 filed by TD Banknorth and The Toronto-Dominion Bank (SEC File Nos. 333-119517/119519), filed on October 6, 2004, as amended.
(5)	Incorporated by reference to Appendix D to the proxy statement/ prospectus, dated January 11, 2005, included in the Registration Statement on Form S-4/ F-4 filed by TD Banknorth and The Toronto-Dominion Bank (SEC File Nos. 333-119517/119519).
(6)	Incorporated by reference to the Current Report on Form 8-K/ A filed by TD Banknorth on July 14, 2005.
*	Previously filed.

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Item 22.	Undertakings

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement (notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement); and
	(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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	TD Banknorth Inc.

	By:	/s/ William J. Ryan

	William J. Ryan
	Chairman, President and Chief Executive Officer

Signature				Title		Date
/s/ William E. Bennett*   William E. Bennett				Director		December 1, 2005
W. Edmund Clark				Director
/s/ Robert G. Clarke*   Robert G. Clarke				Director		December 1, 2005
P. Kevin Condron				Director
/s/ John Otis Drew*   John Otis Drew				Director		December 1, 2005
/s/ Colleen A. Khoury*   Colleen A. Khoury				Director		December 1, 2005
/s/ Dana S. Levenson*   Dana S. Levenson				Director		December 1, 2005
/s/ Steven T. Martin*   Steven T. Martin				Director		December 1, 2005
Bharat Masrani				Director
/s/ John M. Naughton*   John M. Naughton				Director		December 1, 2005
/s/ Malcolm W. Philbrook, Jr.*   Malcolm W. Philbrook, Jr.				Director		December 1, 2005

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Signature				Title		Date
/s/ Angelo P. Pizzagalli*   Angelo P. Pizzagalli				Director		December 1, 2005
Wilbur J. Prezzano				Director
/s/ Irving E. Rogers, III*   Irving E. Rogers, III				Director		December 1, 2005
/s/ William J. Ryan   William J. Ryan				Chairman, President and Chief Executive Officer (principal executive officer)		December 1, 2005
/s/ Curtis M. Scribner*   Curtis M. Scribner				Director		December 1, 2005
/s/ Gerry S. Weidema*   Gerry S. Weidema				Director		December 1, 2005
/s/ Stephen J. Boyle   Stephen J. Boyle				Executive Vice President and Chief Financial Officer (principal financial and accounting officer)		December 1, 2005

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