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For Immediate Release
October 24, 2005

Contact:
Jeff Nathanson, Director, Investor Relations and Corporate Communications
(207) 761-8517

Web Site: http://www.tdbank.com/

TD Banknorth Reports Third Quarter Earnings

(Third Quarter Earnings Conference Call replay number for USA and Canada is 888-286-8010. International replay dial-in number is 617-801-6888. Replay passcode for both is 81244819. Webcast replay available at www.tdbanknorth.com, Investor Relations.)

Highlights for the third quarter include:

• On a per diluted share basis, earnings, excluding the amortization of identifiable intangible assets, merger and consolidation costs and the change in unrealized loss on derivatives, were up 7% in the third quarter of 2005 as compared to the third quarter of 2004.
• Solid noninterest income growth – noninterest income increased 11% during the third quarter as compared to the third quarter a year ago;
• Net interest margin remained above 4% - net interest margin was 4.09% during the third quarter of 2005 up from 3.68% during the third quarter of 2004;
• Asset quality remained strong – the percentage of nonperforming loans to total loans was 0.32% at September 30, 2005;
• Capital ratios improved – the Company’s total risk-based capital increased to 11.72% at September 30, 2005 from 10.43% at June 30, 2005.

PORTLAND, Maine (October 24, 2005) – TD Banknorth Inc. (“TD Banknorth” or the “Company”) (NYSE: BNK) today announced net income of $88.7 million for the third quarter ended September 30, 2005 as compared to net income of $97.8 million for the third quarter ended September 30, 2004. On a per diluted share basis, net income was 51 cents for the third quarter of 2005 as compared to 55 cents for the same quarter a year ago.

Earnings for the nine months ended September 30, 2005 were $218.4 million as compared to $283.9 million for the same period in 2004. On a per diluted share basis, earnings for the nine months ended September 30, 2005 were $1.23 as compared to $1.65 for the same period a year ago.

GAAP earnings were impacted by three items in the third quarter of 2005. First, as a result of the use of purchase accounting to account for the acquisition of a majority interest in TD Banknorth by TD Bank Financial Group, the after-tax impact of the amortization of identifiable intangible assets amounted to $19.5 million for the quarter or 11 cents per diluted share. Second, the after-tax effects of merger and consolidation costs for the quarter of $755,000 and third, the after-tax effect of the change in unrealized loss on derivatives of $462,000, together amounted to 1 cent per diluted share.

Excluding the above items, earnings for the quarter ended September 30, 2005 were $109.5 million, up 6% from $103.7 million for the third quarter of 2004. On a per diluted share basis excluding the above items, earnings for the third quarter of 2005 were 63 cents, up 7% from 59 cents for the same quarter a year ago.

For the nine month period ended September 30, 2005, earnings excluding the after-tax impact of the amortization of identifiable intangible assets, the after-tax effects of merger and consolidation costs, the after-tax effect of the change in unrealized loss on derivatives and charges related to the Company’s deleveraging strategies, were $330.4 million, up 12% from $296.2 million for the same period in 2004. On a per diluted share basis excluding the above items, earnings for the nine months ended September 30, 2005 were $1.86, up 8% from $1.72 for the same period a year ago.

“Given the current interest rate environment, I am pleased with our results.” said William J. Ryan, TD Banknorth Chairman, President and Chief Executive Officer. “Asset quality remained strong, our capital ratios improved and we saw strong gains in noninterest income.”

Average loans and leases increased 10% during the quarter ended September 30, 2005 compared to the same quarter a year ago, including increases of 9% for average commercial real estate mortgages, 9% for average commercial business loans and leases 14% for average consumer loans and leases, and 4% for average residential real estate mortgages. Total average loans and leases increased 15% during the nine months ended September 30, 2005 as compared to the same period in 2004. Excluding the impact of acquisitions and the impact of purchase accounting, commercial real estate mortgages, commercial and consumer business loans and leases increased 7.5% for the quarter ended September 30, 2005 as compared to the same period a year ago.

Securities available for sale at September 30, 2005 increased slightly to $4.4 billion from $4.1 billion at June 30, 2005 and represented 14% of total assets. As compared to the same period one year ago, securities available for sale decreased by $2.8 billion due, in large part, to the Company’s deleveraging strategies implemented in the fourth quarter of 2004 and the first quarter of 2005.

Average deposits increased 4% during the quarter ended September 30, 2005 as compared to the quarter ended September 30, 2004. During the three months ended September 30, 2005 average noninterest bearing deposits increased 7%, average retail money market and NOW accounts increased 4% and average regular savings accounts were essentially flat as compared to the three months ended September 30, 2004. Total average deposits increased 7% for the nine months ended September 30, 2005 as compared to the same period in 2004, with average noninterest bearing deposits increasing 13% for the nine months ended September 30, 2005. Excluding acquisitions and the impact of purchase accounting, for the quarter ended September 30, 2005, average demand deposits increased 5% and average core deposits (noninterest bearing deposits, retail money market and NOW accounts and regular savings accounts) were consistent with the level in the same period for the prior year.

Net interest income was $249.0 million for the third quarter of 2005, a 5% increase as compared to $238.0 million for the third quarter of 2004. For the nine months ended September 30, 2005, the Company’s net interest income was $754.4 million, up 10% from $683.1 million for the nine months ended September 30, 2004.

The Company’s net interest margin for the quarter ended September 30, 2005 was 4.09% as compared to 3.68% for the quarter ended September 30, 2004 and 4.12% for the quarter ended June 30, 2005. The Company’s net interest margin was negatively impacted as compared to the second quarter of 2005 in part by a continued flattening of the yield curve in the third quarter of 2005.

The Company’s provision for loan and lease losses amounted to $5.5 million for the quarter ended September 30, 2005, as compared to $10.7 million for the quarter ended September 30, 2004 and $3.6 million for the quarter ended June 30, 2005. The ratio of reserve for credit losses to nonperforming loans increased to 369% at September 30, 2005 from 335% at June 30, 2005.

Asset quality remained strong during the third quarter. As a percentage of total loans and leases, nonperforming loans amounted to 0.32% at September 30, 2005, as compared to 0.36% at September 30, 2004 and 0.35% at June 30, 2005. Total net chargeoffs for the quarter ended September 30, 2005 amounted to $6.3 million as compared to $8.8 million for the same period a year ago and $3.6 million for the quarter ended June 30, 2005.

Noninterest income increased by 11% in the third quarter of 2005 as compared to the third quarter of 2004, led by increases in noninterest income from deposit services of 25%, merchant and electronic banking income of 15%, loan fee income of 37% and other noninterest income of 15%. For the nine months ended September 30, 2005, excluding net securities gains/losses, adjustments on loans held for sale and changes in unrealized losses on derivatives, noninterest income increased 12% as compared to the same period in 2004.

Noninterest expense increased $37.5 million in the third quarter of 2005 versus the same period a year ago, largely due to a $28.7 million increase in the amortization of identifiable intangible assets. Excluding the amortization of identifiable intangible assets, merger and consolidation costs and prepayment penalties on borrowings associated with the Company’s deleveraging strategies, noninterest expense increased 8% in the third quarter of 2005 as compared to the same period in 2004. For the nine months ended September 30, 2005, excluding the same items, noninterest expense increased by 12% as compared to the same period in 2004 due, in large part, to expenses associated with the acquisition of BostonFed Bancorp in January 2005.

The Company’s capital ratios continued to improve. At September 30, 2005, the Company’s ratio of tangible equity to tangible assets improved to 5.6% from 5.5% at June 30, 2005, its tier 1 leverage capital ratio increased to 7.0% from 6.6% at June 30, 2005 and its total risk based capital ratio increased to 11.7% from 10.4% at June 30, 2005.

The improvement in total risk-based capital was attributable, in large part, to the issuance by TD Banknorth, N.A., the Company’s primary operating subsidiary, of approximately $229 million in subordinated debt during the third quarter of 2005 which qualifies as Tier 2 regulatory capital. As announced by the Company on September 13, 2005, the subordinated debt was issued in Canadian dollars in a private placement in Canada through TD Securities, as agent, and was unconditionally guaranteed by The Toronto-Dominion Bank (“TD”). The structure of the subordinated debt offering and the guarantee by TD allowed TD Banknorth to lower its overall borrowing and transaction costs associated with the offering by approximately $425,000 per year annualized over the expected life of the offering. Related to the offering, the Company recorded a one-time expense of $685,000 to cancel a rate lock agreement tied to the 10-year U.S. Treasury rate which was previously entered into in contemplation of a domestic subordinated debt offering.

As detailed in the accompanying financial information, the Company’s cash return on average tangible assets for the three months ended September 30, 2005 was 1.64% as compared to 1.49% for the same period a year ago and the Company’s cash return on average tangible equity for the third quarter of 2005 was 29.39% as compared to 26.87% for the same period a year ago. For the nine months ended September 30, 2005, the Company’s cash return on average tangible assets was 1.63% as compared to 1.48% for the same period in 2004 while the Company’s cash return on average tangible equity for the nine months ended September 30, 2005 was 29.20% as compared to 26.55% for the same period a year ago.

On July 12, 2005, the Company announced it had entered into a definitive agreement to acquire Hudson United Bancorp. (NYSE: HU) for approximately $1.9 billion in stock and cash. The acquisition, subject to both Hudson United and TD Banknorth shareholder approval, as well as customary regulatory approvals, is anticipated to close in the first quarter of 2006.

About TD Banknorth Inc.

TD Banknorth Inc. is a leading banking and financial services company headquartered in Portland, Maine and a majority-owned subsidiary of TD Bank Financial Group. At September 30, 2005, TD Banknorth had $31.8 billion of total consolidated assets and provided financial services to over 1.3 million households in the Northeast. TD Banknorth's banking subsidiary, TD Banknorth, N.A., operates banking divisions in Maine, New Hampshire, Massachusetts, Connecticut, Vermont and upstate New York. TD Banknorth and TD Banknorth, N.A. also operate subsidiaries and divisions in insurance, wealth management, merchant services, mortgage banking, government banking and other financial services and offer investment products in association with PrimeVest Financial Services, Inc. The TD Banknorth common stock trades on the New York Stock Exchange under the symbol "BNK". For more information, visit http://www.tdbanknorth.com.

# # #

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

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

This news release contains certain forward-looking statements with respect to the financial condition, results of operations and business of TD Banknorth. Words such as “expect”, “feel”, “believe”, “will”, “may”, “anticipate”, “plan”, “estimate”, “intend”, “should” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited, to, changes in general economic conditions, interest rates, deposit flows, loan demand, competition, legislation or regulation and accounting principles, policies or guidelines, as well as other economic, competitive, governmental, regulatory and accounting and technological factors affecting TD Banknorth’s operations. In addition, acquisitions may result in large one-time charges to income, may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated and may result in unforeseen integration difficulties. Investors are encouraged to access TD Banknorth’s periodic reports filed with the Securities and Exchange Commission for financial and business information regarding TD Banknorth, including information which could affect TD Banknorth’s forward-looking statements. TD Banknorth does not undertake any obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
This news release may be deemed to be solicitation material in respect of the proposed merger of TD Banknorth and Hudson United. In connection with the proposed transaction, a registration statement on Form S-4 has been filed with the SEC. Shareholders of TD Banknorth and shareholders of Hudson United are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the joint proxy statement/prospectus that will be part of the registration statement, because they will contain important information about the proposed merger. The final joint proxy statement/prospectus will be mailed to shareholders of TD Banknorth and shareholders of Hudson United. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from TD Banknorth, Two Portland Square, P.O. Box 9540, Portland, Maine 04112-9540, Attention: Investor Relations, or from Hudson United, 1000 MacArthur Boulevard, Mahwah, New Jersey 07430, Attention: Investor Relations.
TD Banknorth, Hudson United and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transaction. Information regarding TD Banknorth’s directors and executive officers is available in TD Banknorth’s proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on April 20, 2005, and information regarding Hudson United’s directors and executive officers is available in Hudson United’s proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on March 23, 2005. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.





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