Business Editors

PORTLAND, Maine----The First Quarter
Earnings Conference Call will be held at 9:00 a.

First Quarter Results Based on Purchase Accounting

To present the effects of the TD transaction on the Company's
financial statements, the accompanying financial statements use the
term "predecessor" to refer to the results of Banknorth Group, Inc. for the period March 1, 2005 to March 31,
2005 following TD Banknorth's application of purchase accounting as of
March 1, 2005.97% up from 3.00%.
At March 31, 2005, book value per diluted share increased to
$36. 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.

TD Banknorth Inc.12%
------------ ------------
19,774,318 5.80%
Retail certificates of
deposit 4,698,450 1.41%
------------ ------------
Total interest-
bearing
liabilities 21,650,090 1.34% 1.21% 0.23% 0.71 $17.29% 1.58% 6.92% 14 .15% 84.50%
Effects of merger and
consolidation costs and
change in unrealized loss
on derivatives -9.16%
Effects of deleveraging losses, net of tax - -
------------ ------------
Excluding merger and consolidation costs,
change in unrealized loss on
derivatives, and deleveraging losses 13. and Subsidiaries
-------------------------------------------------------------- --------
EFFECTS OF PURCHASE ACCOUNTING ON CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited)

Historical Combined
Basis (2)
---------- --------
(In thousands, except per share data) Three Three
Months Net Effect Months
Ended of Ended
March 31, Purchase March 31 ,
2005 (1) Accounting 2005
---------- ----------- --------

Interest and dividend income $348,474 ($2,433) $346,041
Interest expense 95,016 (4,104) 90,912
---------- ---------- ---------
Net interest income 253,458 1,671 255,129
Provision for loan and lease losses 2,069 - 2,069
---------- ---------- ---------
Net interest income after
provision for loan and lease
losses 251 ,389 1,671 253,060
---------- ---------- ---------

Noninterest income:
Deposit services 28,182 - 28,182
Insurance brokerage commissions 13,892 - 13,892
Merchant and electronic banking
income, net 13,114 - 13,114
Wealth management services 10,504 - 10,504
Bank-owned life insurance 6,098 - 6,098
Investment planning services 4,689 - 4,689
Net securities gains/(losses) (50,021) (455) (50,476)
Loans held for sale - lower of cost
or market adjustment (7,500) - (7,500)
Change in unrealized loss on
derivatives - (8,175) (8,175)
Other noninterest income 14,236 (1,339) 12,897
---------- ------ ---- ---------
33,194 (9,969) 23,225
---------- ---------- ---------
Noninterest expense:
Salaries and employee benefits 101,658 (790) 100,868
Occupancy and equipment 30 ,738 - 30,738
Data processing 11,033 - 11,033
Advertising and marketing 6,695 - 6,695
Amortization of identifiable
intangible assets 2,431 9,064 11,495
Merger and consolidation costs (3) 31,191 - 31,191
Prepayment penalties on borrowings 6,303 - 6,303
Other noninterest expense 24,785 1 24,786
---------- ---------- ---------
214,834 8,275 223,109
---------- ---------- ------ ---

Income before income tax expense 69,749 (16,573) 53,176
Income tax expense 27,488 (8,387) 19,101
-------- -- ---------- ---------
Net Income $42,261 ($8,186) $34,075
========== ========== =========

Weighted average shares outstanding:
Basic 183,393 - 183,393
Diluted 184,890 - 184,890
Earnings per share:
Basic $0.

fmv rigorously

4 billion primarily due to
the increase in goodwill of $3. Due to
the application of purchase accounting as of March 1, 2005, results
for the combined period may not be comparable to results for the
predecessor period.8 million, up 21% as compared to $92.
The Company's provision for loan and lease losses amounted to $2.

About TD Banknorth Inc. 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 . Investors are encouraged to access the Company's
periodic reports filed with the Securities and Exchange Commission for
financial and business information regarding the Company, including
information which could affect the Company's forward-looking
statements.68% 0.32% 0.90% - -
------------ ------------
Total interest -
bearing deposits 15,495,650 1.41%
Nonperforming assets
to total assets 0.94%

Merger and consolidation costs,
net of tax (4) $28,689 $32 ,316 $4,342
Per diluted share: $0.67%

Predecessor
--------- ---------------
Three Months Three Months
Ended Ended
6/30/2004 3/31/2004
------------- --- -------

Net interest income $230,050 $217,609
Net income $95,847 $90,327
Shares outstanding (end of period) 172,546 163,046
Weighted average shares outstanding:
Basic 169,637 162,965
Diluted 173,109 166,657

Earnings per share:
Basic $0.47%

Return on average equity (8) 13.68%

------------- ---------------------------------------------------------

(1) The tier 1 leverage ratio at March 31, 2005 is estimated.55% 1.25% 11.43% 52.44% -1.30% -0.05) 0.
(2) Combines the predecessor period January 1, 2005 to February
28, 2005 with the successor period March 1, 2005 to March 31,
2005. This new service can
generate estimates in minutes for any policy that might be sold in the
secondary market for life insurance.
"The market is rapidly gaining acceptance, but there are few, if any,
places for advisors to turn when trying to get policy valuation questions
answered quickly," said Ron Alexander, Chief Marketing Officer.

dinsmore aicpa

Impact of Purchase Accounting on the Company's Balance Sheet

As a result of accounting for the TD transaction under the
purchase method, the Company has marked its balance sheet to fair
value as of March 1, 2005.1 billion, primarily as a result of a $3.6 million for the first
quarter of 2004.
Although the application of purchase accounting resulted in
certain adjustments to TD Banknorth's capital accounts and resulting
regulatory capital ratios, TD Banknorth and its banking subsidiary
continue to qualify as "well capitalized" institutions under
applicable laws and regulations. The Company's tangible equity/tangible assets
ratio at March 31, 2005 was 4 .
For the quarter ended March 31, 2005, the Company's net interest
margin improved to 3.

This news release contains financial information determined by
methods other than in accordance with accounting principles generally
accepted in the United States of America.

NM - calculated % change is not meaningful

TD Banknorth Inc.84% -0.00% -2.
(9) Cash ratios reflect adjustments to exclude the effects of
intangible assets, net of related taxes.32% 0.
(5 ) Annualized. and Subsidiaries
----------------------------
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

Successor Predecessor
--------- ----------------------------------------
(In thousands, Three Three Three Three Three
except per share Months Months Months Months Months
data ) Ended Ended Ended Ended Ended
3/31/ 12/31 / 9/30/ 6/30/ 3/31/
2005 2004 2004 2004 2004
--------- --------- --------- --------- ----------

Interest and
dividend income $346,041 $329,846 $325,361 $309,146 $292,652
Interest expense 90,912 83,783 85,701 79,096 75,043
--------- --------- --------- --------- ------ ----
Net interest
income 255,129 246,063 239,660 230,050 217,609
Provision for loan
and lease losses 2,069 10,670 10,670 9,500 9,500
--------- --------- --------- --------- ----------
Net interest
income after
provision for
loan and lease
losses 253,060 235,393 228,990 220,550 208,109
--------- --------- --------- --------- ----------

Noninterest
income:
Deposit
services 28,182 28,326 27,583 27,260 26,153
Insurance
brokerage
commissions 13,892 11,880 12,417 12,278 13,736
Merchant and
electronic
banking income,
net 13,114 13,368 13,723 13,069 10,404
Wealth
management
services 10,504 10,489 10,280 9,870 9,149
Bank-owned life
insurance 6,098 5,779 5 ,732 6,275 5,496
Investment
planning
services 4,689 4,799 4,634 5,146 4,839
Net securities
gains/(losses) (50,476) (17,761) 3,124 3,355 3,581
Loans held for
sale - lower of
cost or market
adjustment (7,500) - - - -
Change in
unrealized loss
on derivatives (8,175) - - - -
Other
noninterest
income 12,897 13,711 14,020 12,223 14,859
--------- --------- --------- --------- ----------
23,225 70,591 91,513 89,476 88,217
--------- --------- --------- --------- ----------
Noninterest
expense:
Salaries and
employee
benefits 100,868 90,138 91,935 87 ,005 87,534
Occupancy and
equipment 30,738 29,320 27,940 27,512 27,599
Data processing 11,033 11,568 11,118 10,018 10,436
Advertising and
marketing 6,695 5,445 6,278 6,303 7,523
Amortization of
identifiable
intangible
assets 11,495 2,260 2,379 2,084 1 ,904
Merger and
consolidation
costs (2) 31,191 38,286 5,603 4,135 1,614
Prepayment
penalties on
borrowings 6,303 61,546 - - -
Other
noninterest
expense 24,786 28,796 28,945 26,769 23,109
--------- --------- --------- --------- ----------
223,109 267,359 174,198 163,826 159,719
--------- - -------- --------- --------- ----------

Income before
income tax
expense 53 ,176 38,625 146,305 146,200 136,607
Income tax expense 19,101 17,927 48,534 50 ,353 46,280
--------- --------- --------- --------- ----------
Net Income $34,075 $20,698 $97,771 $95,847 $90,327
========= ========= ========= ========= ==========

Weighted average
shares
outstanding:
Basic 183,393 177,071 173,271 169,637 162,965
Diluted 184,890 179,953 176 ,756 173,109 166,657
Earnings per
share:
Basic $0.09% 2.96% 9.68%

Return on average assets 1.13% 11.56 0.58%
Effects of deleveraging
losses, net of tax 3.55 $0.56
============ ============

Average Assets (GAAP) $28,382,749 $26,527,027
Average goodwill (1,295,806) (1,127,670 )
Average identifiable intangible assets (44,164) (35,213)
------------ ------------
Average tangible assets 27 ,042,779 25,364,145
============ ============

Average Equity (GAAP) $2,846,616 $2,571,905
Average goodwill (1,295,806) (1,127,670)
Average identifiable intangible assets (44,164) (35,213)
Average deferred tax liability on intangible
assets 15,457 12,325
------ --- ------------
Average tangible equity 1,522,103 1,421,347
============ ============

Return on average assets (GAAP) 1.

rigorously dinsmore

m. The replay number for USA and
Canada is 888-286-8010.6 million in the
first quarter of 2004. During the three months ended March
31, 2005 average noninterest bearing deposits, principally checking
accounts, increased by 21%, average retail money market and NOW
accounts increased by 14% and average regular savings accounts
increased by 7% as compared to the three months ended March 31, 2004.9 million at March 31, 2005 from
$77.94% 28.38% 1.39% -0 .23% 0.55 0.19 $0.52% 5.
(10) Excludes securities gains/(losses), lower of cost or market
adjustments, prepayment penalties on borrowings, change in
unrealized loss on derivatives, and merger and consolidation
costs.46% 1.67%
============ ============ ============

Noninterest Income $23,225 $70,591 $91,513
Net securities gains (losses) 50,476 17,761 (3,124)
Lower of cost or market
adjustments 7,500 - -
Change in unrealized loss on
derivatives 8,175 - -
------------ ------------ ------------
Excluding securities gains
(losses), lower of cost or
market adjustments,
and change in unrealized
loss on derivatives $89,376 $88,352 $88,389
============ ============ ============

Noninterest Expense $223,109 $267,359 $174 ,198
Merger and consolidation costs (31,191) (38,286) (5,603)
Prepayment penalties on
borrowings (6,303) (61,546) -
------------ ------------ ------------
Excluding merger and
consolidation costs and
prepayment penalties $185,615 $167,527 $168,595
Amortization of intangibles (11,495) (2,260) (2,379)
------------ ---------- -- ------------
Excluding merger and
consolidation costs, prepayment
penalties,
and amortization of
intangibles $174,120 $165,267 $166,216
============ ============ ============

Predecessor
-------------------------
(In thousands, except per share data) Three Months Three Months
Ended Ended
6/30/2004 3/31/2004
------------ ------------

Net income (GAAP) $95,847 $90,327
Add back merger and consolidation costs
and deleveraging losses, net of tax
Merger related 2,687 1,354
Change in unrealized loss on derivatives - -
Revised auto lease residual charge - (305)
Deleveraging - -
------------ --- ---------
Excluding merger and consolidation costs and
deleveraging losses 98,534 91,376

Add back amortization of intangibles, net of
tax 1,355 1,238
------------ ------------
Cash basis, excluding merger and
consolidation costs and
deleveraging losses $99,889 $92,614
============ ============

Diluted earnings per share (GAAP) $0.23%
Effects of securities gains (losses) and
prepayment penalties 0.63%
------------ ------------
Cash basis, excluding securities gains
(losses), prepayment penalties,
merger and consolidation costs, and change
in unrealized loss on derivatives 49. "Answering these
questions is the kind of professional service advisors seek to deliver to
clients.

dinsmore censere

As a result, the Company has marked its assets
and liabilities to fair value as of March 1, 2005 and will amortize an
additional $696 million of identifiable intangible assets in future
quarters over the useful lives of those assets. Ryan.
Average deposits increased by 11% in the three months ended March
31, 2005 as compared to the three months ended March 31, 2004 , in
large part due to acquisitions. TD Banknorth and Banknorth, N. TD Banknorth Inc.34%

Nonperforming loans (2) $62,916 $67,854 -7%
Total nonperforming assets (2) $68,928 $70,554 -2%
Nonperforming loans as a % of
total loans 0.63% 1.
(10) Excludes securities gains/(losses), lower of cost or market
adjustments, prepayment penalties on borrowings, change in
unrealized loss on derivatives , and merger and consolidation
costs.68% 3.20% 1.55
Diluted $0.
See reconciliation table for a reconciliation of non-GAAP financial
information.53%
------------ --------- ---
Excluding securities gains (losses), change
in unrealized loss on derivatives, merger
and consolidation costs, and prepayment
penalties 50.04 ) $0.18

----------------------------------------------------------------------

(1) Assumes that the transaction with TD was accounted for on a
historical basis without adjustment of the values of TD
Banknorth's assets and liabilities under the purchase method,
as required. James Cavoli, CEO of Life Settlement Insights. LSI increases values by
employing experienced, credentialed negotiators who use the firm's proprietary
pricing models, an on-staff medical director, and case design personnel to
optimize returns.

divestitures melnik

(NYSE: BNK) ("TD Banknorth" or "the Company")
today released its earnings for the first quarter of 2005 using the
purchase method of accounting to account for the transaction with the
TD Bank Financial Group ("TD") which closed on March 1, 2005. Included in the Company's financial results
is a schedule indicating the purchase accounting adjustments to the
Company's consolidated balance sheet and a schedule identifying the
impact purchase accounting had on the Company's consolidated income
statement for the one month period from March 1, 2005 to March 31,
2005.
Shareholders' equity increased by $3.4 million, when combined with the after-tax
effect of the change in unrealized loss on derivatives of $5. If its recent loss experience continues, the Company
anticipates that the amount of the quarterly provisions for loan and
lease losses in the remainder of 2005 will be substantially less than
the amount of its quarterly provisions in 2004.2 million attributable to the change in unrealized
loss on derivatives; this decline was more than offset in April 2005.

TD Banknorth Inc. TD
Banknorth's banking subsidiary, Banknorth, N.41% -0.09%
Nonperforming assets as a % of
total assets 0.
(5) Deleveraging losses consist of losses on securities sales,
lower of cost or market adjustments and prepayment penalties
on borrowings incurred in connection with a balance sheet
restructuring in the first quarter of 2005.22% 0.55 0.50
Tangible book value per share (end
of period) $7.68%

Return on average assets 0.62%

Nonperforming loans (2) $62,916 $77,559 $65 ,923
Total nonperforming assets (2) $68,928 $81,103 $67,979
Nonperforming loans as a % of
total loans 0.28% 0.63% 1.45% 13.66% 3.
(2) During the three months ended March 31, 2005, nonperforming
loans and nonperforming assets were reduced by $21.
(9) Cash ratios reflect adjustments to exclude the effects of
intangible assets, net of related taxes.

TD Banknorth Inc.29% 1.70% 24 .01
------------ ------------
Cash basis, excluding merger and
consolidation costs, change in unrealized
loss on derivatives, and deleveraging
losses $0.40% 1.47% 11.92%
------------ ------------
Cash basis, excluding merger and
consolidation costs, change in unrealized
loss on derivatives, and deleveraging
losses 26.27% 52.23 (0.

valuation gasb

As a result of the purchase accounting adjustments when compared
to historical accounting, the Company's total assets increased by $3.13% at
March 31, 2005 as compared to 11. At this time, the Company has identified potential
synergies totaling approximately $7 million in 2005 and $14 million in
2006.

TD Banknorth Inc. and Subsidiaries
----------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS (Unaudited)

Successor Predecessor Predecessor
------------ ------------ ------------
March 31, March 31, % December 31, %
(In thousands) 2005 2004 Change 2004 Change
------------ ------------ ------ ------------ ------

Cash and due from
banks $540,812 $516,772 5% $541,994 0%
Federal funds
sold and other
short-term
investments 3,247 8,356 -61% 2,312 40%
Securities
available for
sale 4,656,122 7,235,716 -36% 6,728,523 -31%
Securities held
to maturity 80,259 115,442 -30% 87,013 -8%

Loans and leases
held for sale 558,137 46,970 NM 51,693 NM
Loans and leases:
Residential
real estate
mortgages 3,388,907 2,647,540 28% 3,081,217 10%
Commercial
real estate
mortgages 6,559,459 5,549,406 18% 6,249 ,513 5%
Commercial
business
loans and
leases 4,094,627 3 ,482,093 18% 3,928,594 4%
Consumer loans
and leases 5,606,950 4,944,573 13% 5,333,670 5%
------------ ------------ ------------
Total loans
and leases 19,649,943 16,623,612 18% 18,592,994 6%
Less:
Allowance for
loan and
lease losses 228,165 233,297 -2% 243,152 -6%
------------ ------------ ------------
Loans and
leases, net 19,421,778 16,390,315 18% 18,349,842 6%

Premises and
equipment 308,109 260,302 18% 300,120 3%
Goodwill 4,537,623 1,127 ,799 NM 1,365,780 NM
Identifiable
intangible
assets 757,504 34,491 NM 50,376 NM
Bank-owned life
insurance 556,265 493,729 13% 523,129 6%
Other assets 714,965 649,700 10% 687,028 4 %
------------ ------------ ------------

$32,134 ,821 $26,879,592 20% $28,687,810 12%
============ ============ ============

------------------------------ ---------------------------------------

Liabilities + Shareholders ' Equity

Deposits:
Regular savings $2,703,160 $2,517,632 7% $2,546,018 6%
Retail money
market and
NOW accounts 8,168,207 7,268,948 12% 7,907,513 3%
Retail
certificates
of deposit 4,753,407 4,592,577 4% 4,484 ,370 6%
Brokered
deposits 80,951 - NM 576 NM
Noninterest
bearing
deposits 4,215,574 3,578,609 18% 4,289,104 -2%
------------ ------------ ------------
Total
deposits 19,921,299 17,957,766 11% 19,227,581 4%

Borrowings from
the Federal Home
Loan Bank 2,334,096 1,485,014 57% 1,997,336 17%
Federal funds
purchased and
securities sold
under repurchase
agreements 2,240,947 3,823,452 -41% 2,952,476 -24%
Subordinated debt
and senior notes 377,349 362,961 4% 346 ,879 9%
Other borrowings 26,802 60,778 -56% 382,385 -93%
Junior
subordinated
debentures 374,699 306,173 22% 311,629 20%
Deferred tax
liability related
to other
identifiable
intangible
assets 268,303 12,072 NM 17,632 NM
Other liabilities 242,833 219,465 11% 275 ,778 -12%
------------ ------------ ------------

Total
liabilities 25,786,328 24,227,681 6% 25,511,696 1%
--------- --- ------------ ------------

Shareholders'
equity 6,348,493 2,651 ,911 NM 3,176,114 NM
------------ ------------ ------------

$32,134,821 $26,879,592 20% $28,687,810 12%
============ ============ ============

----------------------------------------------------------- -----------

NM - Calculated % change is not meaningful.29% 6.26% -0.45% 14 .
(2) During the three months ended March 31, 2005, nonperforming
loans and nonperforming assets were reduced by $21.
(4) Merger and consolidation costs consist of merger related
charges and certain asset write-downs.10%
Borrowed funds 6,154,440 2.97% 3. and Subsidiaries
----------------------------------------------------------- -----------
Asset Quality (unaudited)
(Dollars in thousands)

Succ - Pre- Pre- Pre- Pre-
essor decessor decessor decessor decessor
--------- --------- --------- --------- --------
3/31/ 12/31/ 9/30/ 6/30/ 3/31/
2005 2004 2004 2004 2004
--------- --------- --------- --------- ----- ---

Nonperforming
assets:

Residential real
estate mortgages $8,614 $7,846 $7,274 $7,870 $7,990
Commercial real
estate mortgages 23,553 (1) 29,948 33,249 27,951 24,619
Commercial
business loans
and leases 24,520 (2) 32,421 18,573 23,636 28,978
Consumer loans and
leases 6,229 7,344 6,827 5,685 6,267
--------- --------- --------- ----- ---- --------
Total nonperforming
loans and leases 62,916 77,559 65,923 65,142 67,854

Other nonperforming
assets, net 6,012 3,544 2,056 2,025 2,700

--------- --------- --------- --------- --------
Total nonperforming
assets $68,928 (3) $81,103 $67,979 $67,167 $70,554
========= ========= ========= ========= ========

Allowance for loan
and lease losses $228,165 $243,152 $242,885 $247,620 $233,297
Liability for
unfunded credit
commitments (4 ) 6,707 6,707 6,600 - -
--------- --------- --------- --------- --------
Total reserve for
credit losses $234,872 (3)$249,859 $249,485 $247,620 $233,297
========= ========= ========= ========= ========

Net loan charge-
offs (recoveries):

Residential real
estate mortgages $57 ($9) $86 ($42) ($72)
Commercial real
estate mortgages 4,032 (486) (530) (663) (446)
---------------------------------------- ----------
Total real estate
mortgages 4,089 (495) (444) (705) (518)
Commercial
business loans
and leases 545 5,594 2,939 3,387 1,785
Consumer loans and
leases 5,481 5,305 6,310 6 ,160 7,223

--------- --------- --------- --------- --------
Total net charge-
offs $10,115 $10,404 $8,805 $8,842 $8,490
========= ========= ========= ========= ========

Ratios:

Reserve for credit
losses to total
loans and leases 1.12 $0.87% 3.24%

At period end:
--------------
Tangible equity/tangible assets 4.42%
Total risk based capital ratio 10.21% 0.88% 50.38% 0.02 0.08%
------------ ------------
Cash basis, excluding merger and
consolidation costs, change in unrealized
loss on derivatives, and deleveraging
losses 1.23 ($0. We believe we are the only firm offering immediate price estimates. For more information, please visit the company website
at http://www.

melnik avail

,
the predecessor entity to TD Banknorth Inc. 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.54 -67%

Shareholders' equity (end of
period) $6,348,493 $2,651,911 NM
Book value per share (end of
period) $36.13% NM

At period end:
--------------
Tangible equity/tangible assets 4.54% 51.36% 0.

TD Banknorth Inc.31%
Cash efficiency ratio (11 ) 49.
(3) Excludes securities gains/(losses), lower of cost or market
adjustments, and change in unrealized loss on derivatives.
(8) Excludes merger and consolidation costs and deleveraging
losses, net of related tax benefits.10%
------------ ------------ ------------
Cash basis, excluding merger
and consolidation costs,
change in unrealized
loss on derivatives, and
deleveraging losses 1.43% 13.82%
Effects of amortization of
intangibles, net of tax 16.09% 0.49% 1. The
buying institution assumes responsibility for future premium payments and
eventually collects the death benefit. "This service is our response to the frustration
of advisors who can't get a simple answer to these fundamental questions,"
said I.

censere valuations

As a percent of total assets, securities available for
sale declined to 15% at March 31, 2005 from 27% at March 31, 2004 as a
result of both the sale of securities associated with the balance
sheet deleveraging strategies and the increase in total assets as a
result of the application of purchase accounting . At March 31,
2005, the number of shares of common stock outstanding was 173.92%
Tier 1 leverage capital ratio (1) 6.16 $0.47% 0.29% -4.
(7) Excludes pre-tax merger and consolidation costs, prepayment
penalties on borrowings, and amortization of intangible
assets.45% 380.82%
Nonperforming loans
to total loans and
leases 0.12 $0.96%
Tier 1 leverage capital ratio
(1) 6.29 -

Noninterest income (6) $89,376 $88,352 $88,389
Noninterest expense (7) $174,120 $165,267 $166,216

Return on average assets (8) 1.54

Shareholders' equity (end of period) $2,866,692 $2,651,911
Book value per share (end of period) $16.26%

Full service banking offices 389 358

FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS
(Non-GAAP Financial Information):

Noninterest income as a percent of total income
(3) 27.03
Effects of deleveraging
losses, net of tax 0.55% 0.15% 0.02%
Effects of deleveraging losses, net of tax - -
------------ ------------
Excluding merger and consolidation costs,
change in unrealized loss on derivatives,
and deleveraging losses 1.54% 0.51% 52.85% 51. and Subsidiaries
---------- ------------------------------------------------------------
EFFECTS OF PURCHASE ACCOUNTING ON CONSOLIDATED BALANCE SHEET
(Unaudited)

March 1, 2005
Historical Purchase
Basis Accounting Successor
---------- Adjustments, ---------
(In thousands ) March 31, Net of March 31,
2005 (1 ) Amortization 2005
------------ ------------- ------------

Cash and due from banks $540,812 - $540,812
Federal funds sold and other
short-term investments 3,247 - 3,247
Securities available for sale 4,656,578 ($456) 4,656,122
Securities held to maturity 80,259 - 80,259

Loans and leases held for
sale 558,137 - 558,137
Loans and leases:
Residential real estate
mortgages 3,424,898 (35,991) 3,388,907
Commercial real estate
mortgages 6,480,825 78,634 6,559,459
Commercial business loans
and leases 4,074,360 20,267 4,094,627
Consumer loans and leases 5,584,061 22,889 5,606,950
------------ ------------- ------------
Total loans and leases 19,564,144 85,799 19,649,943
Less: Allowance for loan
and lease losses 249,600 (21,435) 228,165
------------ ------------- ------------
Loans and leases, net 19,314,544 107,234 19,421,778

Premises and equipment 308,109 - 308,109
Goodwill 1,503,642 3,033,981 4,537,623
Identifiable intangible
assets 61,117 696,387 757,504
Bank-owned life insurance 556 ,265 - 556,265
Other assets 737,734 (22,769) 714,965
------------ ------------- ------------

$28,320,444 $3,814,377 $32,134,821
============ ============= ============

----------------------------------------------------------------------

Liabilities + Shareholders' Equity

Deposits:
Regular savings $2,703,160 - $2,703,160
Retail money market and
NOW accounts 8,168,208 ($1 ) 8,168,207
Retail certificates of
deposit 4,709,291 44,116 4,753,407
Brokered deposits 80,951 - 80,951
Noninterest bearing
deposits 4,215,574 - 4,215,574
------------ ------------- ------------
Total deposits 19,877,184 44,115 19,921,299

Borrowings from the Federal
Home Loan Bank 2,332 ,825 1,271 2,334,096
Federal funds purchased and
securities sold under
repurchase agreements 2,241,277 (330) 2,240,947
Subordinated debt and senior
notes 344,003 33,346 377,349
Other borrowings 26 ,802 - 26,802
Junior subordinated
debentures 353,069 21,630 374,699
Deferred tax liability on
indentifiable intangible
assets 21,391 246,912 268,303
Other liabilities 188,532 54,301 242,833
------------ ------------- ------------

Total liabilities 25,385,083 401,245 25,786,328
------------ ------------- ------------

Shareholders' equity 2,935,361 3,413,132 6,348,493
------------ ------------- ------------

$28,320,444 $3,814,377 $32,134,821
============ ============= ============

------------------------------------------- ---------------------------

(1) Assumes that the transaction with TD was accounted for on a
historical basis without adjustment of the values of TD
Banknorth's assets and liabilities under the purchase method,
as required. Insurance
Valuation Reports(TM) are free to any advisor who works with Life Settlement
Insights.

halas valutech

, for the period January 1,
2005 to February 28, 2005 and prior periods, which are based on
historical accounting, and the term "successor " to refer to the
results of TD Banknorth Inc. To assist in the comparability of our financial results
and to make it easier to discuss and understand these results, the
financial information discussed herein combines the "predecessor
period" January 1, 2005 to February 28, 2005 with the "successor
period" March 1, 2005 to March 31, 2005 to present "combined"
quarterly results for the three months ended March 31, 2005. The
improvement was due, in large part, to the impact of the balance sheet
deleveraging strategies implemented in both the fourth quarter of 2004
and the first quarter of 2005. Noninterest income was impacted by a
pre-tax loss of $8. A substantial majority of this
increase was attributable to acquisitions.6 million at December 31, 2004.63.A. trades on the New York
Stock Exchange under the symbol "BNK".65 $16.92%
Return on average equity 3.

TD Banknorth Inc.65% 3,387,309 4.57 $0.23% 0.40% 1.4 million
of specific reserves on impaired loans which were applied to
reduce the loan balance under SOP 03-3 "Accounting for Certain
Loans or Debt Securities Acquired in a Transfer".

(4) Merger and consolidation costs consist of merger related
charges and certain asset write-downs.
Ratios are annualized where appropriate.16 0.17 0.38% 1.49%
============ ============ ============

Return on average equity
(GAAP) 3.66% 13.10% 51.

gasb litigated

The Dial-in number for USA and Canada is 800
573-4842 and the international dial-in number is 617-224-4327.0 billion and the creation of an
additional $696 million of identifiable intangible assets which more
than offset a $247 million increase in the deferred tax liability on
identifiable intangible assets.84% at March 31 , 2004.
The Company's net interest income was $255.5
million for the same period in the prior year .
Largely due to application of the specific reserve to certain
nonperforming loans and leases described above, total nonperforming
loans and leases decreased to $62.1 billion of total consolidated assets and provided financial
services to over 1.18 0. and Subsidiaries
SELECTED FINANCIAL HIGHLIGHTS (Unaudited)
----------------------------------------------------------------------

(In thousands, except per
share data) Combined Predecessor
-------------- -------------
Three Months Three Months
Ended Ended
March 31, March 31, %
2005 2004 Change
-------------- ------------- ---------

Net interest income $255,129 $217,609 17%
Net income $34 ,075 $90,327 -62%
Shares outstanding (end of
period) 173 ,208 163,046 6%
Weighted average shares
outstanding:
Basic 183,393 162,965 13%
Diluted 184,890 166,657 11%

Earnings per share:
Basic $0.97% 9.21% 0.
(3) Excludes securities gains/(losses), lower of cost or market
adjustments, and change in unrealized loss on derivatives. and Subsidiaries
------------------ ----------------------------------------------------
CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited )

Combined (1) Predecessor
-------------------- ----------------------
Three Months Ended Three Months Ended
March 31, March 31,
2005 2004
----------------- --- ----------------------
Average Yield/ Average Yield/
(Dollars in thousands) Balance Rate Balance Rate
------------------------- -------------------- ------------ ---------

Assets

Loans and leases (2)
Residential real
estate mortgages $3,806,469 5.13% $2,725,221 5.19%
Commercial real estate
mortgages 6,447,894 5.12 0.
(2) Merger and consolidation costs consist of merger charges and
certain asset write-downs.32% 0.03
Deleveraging, net of tax basis
(5) $41,562 $51,560 -
Per diluted share: $0.46% 1.55% 1.84%
Tier 1 leverage capital ratio (1) 6.21%

Efficiency ratio (10) 50.59
============ ============ ============

Average Assets (GAAP) $30,705,504 $28,576,401 $29,176,108
Average goodwill (2,517,379) (1,368,912) (1,369,166)
Average identifiable
intangible assets (301,197) (50,645) (53,568)
------------ ------------ ------------
Average tangible assets 27,886,928 27,156,844 27,753,374
============ ============ ============

Average Equity (GAAP) $4,477,650 $3,096,887 $2,938,735
Average goodwill (2,517,379) (1,368,912) (1,369,166)
Average identifiable
intangible assets (301,197) (50,645) (53,568)
Average deferred tax liability
related to other identifiable
intangible assets 105,419 17,726 18,749
------------ ------------ ------------
Average tangible equity 1,764,493 1,695,056 1,534,750
============ ============ ============

Return on average assets
(GAAP) 0.46% 13.68% -0.01
Effects of deleveraging losses, net of tax - -
------------ ------------
Excluding merger and consolidation costs,
change in unrealized loss on
derivatives, and deleveraging losses 0.

About Life Settlement Insights
Life Settlement Insights (LSI) is a leader in the national secondary
market for life insurance, operating through financial service agencies and
brokerages. The firm helps advisors realize fair market value for clients'
life insurance policies by structuring and negotiating life settlements with
its national network of financial institutions.

mcgehee rigorously

1 million, as compared to $90.6 million represented 22
cents per diluted share.), 16% for commercial real
estate mortgages , 19% for commercial business loans and leases and 13%
for consumer loans and leases.4 million due to the application
of specific reserves against certain nonperforming loans and leases to
the carrying value of such assets in accordance with the purchase
method of accounting.1
million for the quarter ended March 31, 2005, down from $10.3 million households in the Northeast., operates banking
divisions in Connecticut (Banknorth Connecticut); Maine (Peoples
Heritage Bank); Massachusetts (Banknorth Massachusetts); New Hampshire
(Bank of New Hampshire); New York (Evergreen Bank); and Vermont
(Banknorth Vermont).90% 4,660,009 1.70% 20,295,821 1.28% 0.21% 0.19% 0.54

---------------------------------------------------------------------

(1) Included two months of results based on historical cost and
one month results based on purchase accounting adjustments
recorded as of 3/1/05.55

Shareholders' equity (end of
period) $6,348,493 $3,176,114 $3,046,242
Book value per share (end of
period) $36.23%

Full service banking offices 396 386 387

FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS
(Non-GAAP Financial Information):

Noninterest income as a percent of
total income (3) 25.13%

At period end:
----------------------------------------------
Tangible equity/tangible assets 5.97% 9.01
Deleveraging, net of tax basis (5) - -
Per diluted share: - -

Noninterest income (6) $86,121 $84,636
Noninterest expense (7) $157,607 $156,201

Return on average assets (8) 1.22 0.25% 0.88% 50.
The secondary market for life insurance allows seniors who no longer need
their life insurance policies to sell them to financial institutions .

acquistions innovest

The live webcast and
webcast replay is available at www.8
billion to $32.
Noninterest income increased 6% in the first quarter of 2005 as
compared to the first quarter of 2004, excluding the securities and
deleveraging-related losses and the change in unrealized loss on
derivatives.
Noninterest expense increased by 11% for the quarter ended March
31, 2005 as compared to the same period a year ago, excluding merger
and consolidation costs, prepayment penalties associated with the
Company 's balance sheet deleveraging strategies and the amortization
of identifiable intangible assets.4 million decrease in the Company's
nonperforming loans, reflecting the write down to fair value of
certain nonperforming commercial real estate mortgages and commercial
business loans and leases .4 million
for the quarter ended December 31, 2004.21 -17%

Nominal
RATIOS + OTHER INFORMATION: Inc/(Dec)
---------
Net interest margin, fully-
taxable equivalent basis 3.22 - NM

Noninterest income (6) $89,376 $84,636 6%
Noninterest expense (7) $174,120 $156,201 11%

Return on average assets (8) 1.88% 52.57%
Cash efficiency ratio (11) 50.15% 378.
(4) Commencing in the third quarter 2004, amounts have been
transferred from the allowance for loan and lease losses to a
liability account related to reserves for off-balance sheet
loan commitments .45% 0.95%
Tier 1 risk based capital ratio 7.10% 51.27% 5.80% 6.60 $0.45% 0.09% 2.24%
Effects of merger and
consolidation costs and
change in unrealized loss
on derivatives, net of tax 2.45% 13.38% 0.39% 26 .

TD Banknorth Inc."
The Insurance Valuation Service(SM) uses proprietary pricing software and
extensive experiential databases to generate estimated valuations.

intangible parmentier

The
passcode for both numbers is 25230710.
Purchase accounting adjustments also resulted in a $401 million
increase in the Company 's total liabilities, primarily as a result of
a $247 million increase in the deferred tax liability on identifiable
intangible assets, a $54 million increase in other liabilities, a $44
million increase in retail certificates of deposit and a $55 million
increase in borrowings.
The Company 's net income for the first quarter ended March 31,
2005 amounted to $34.3 million for the
first quarter of 2004.92% as compared to 5.1
million for the three months ended March 31, 2005, as compared to $9.32% at March 31, 2005,
largely due to the decline in total nonperforming loans and leases.

26 NM
Tangible book value per share
(end of period) $7.
See reconciliation table for a reconciliation of non-GAAP financial
information.80%
--- --------- ------------
Total earning assets 26,102,694 5.94%

Bank-owned life insurance 545,954 490,428
Goodwill 2,517,379 1,127 ,670
Identifiable intangible
assets 301,197 35,213
Noninterest -earning
assets 1,238,280 990,795
------------ ------------
Total assets $30,705,504 $26,527,027
============ ============

Liabilities + Shareholders' Equity

Interest-bearing
deposits:
Regular savings $2,643,204 0.31% 322.26%
Net charge-offs to
average loans - QTD
(5) 0.5 million were applied
to reduce the individual loan balances on impaired commercial
business loans and leases .97% 3.94% 26.42% 26.38% 1.39%
Cash return on average tangible assets (8) (9 ) 1.72% -
------------ ------------ ------------
Excluding merger and
consolidation costs, change in
unrealized loss on
derivatives, and
deleveraging losses 1. in Philadelphia, Pennsylvania.

parmentier mcgehee

Eastern Daylight
Time today, May 16, 2005 . "As I
have previously said, we are pleased with our first quarter results
and believe that we are well positioned for future growth," he added.3 million
resulting from application of purchase accounting, represented a loss
of 16 cents per diluted share.5 million represented a loss of 4
cents per diluted share. At March 31, 2005, the Company's Tier
1 leverage capital ratio was estimated to be 6.1 million in the first
quarter of 2005, a 17% increase as compared to $217.
During the first quarter of 2005, the Company's allowance for loan
and lease losses was decreased by $21. The forward -looking statements in this press release speak
only as of the date of the press release, and the Company assumes no
obligation to update the forward-looking statements or to update the
reasons why actual results could differ from those contained in the
forward-looking statements.45% 1.09% 14.01 NM
Deleveraging losses, net of
tax basis (5) $41,562 - NM
Per diluted share: $0.36% 0.56
Diluted $0.91 $9.66% 13.61 $16.26
Tangible book value per share (end of period) $8.00%

Merger and consolidation costs, net of tax (4) $2,687 $1,049
Per diluted share: $0.01 0.13%
Effects of merger and consolidation costs
and change in unrealized loss on derivatives,
net of tax 0.61%
Effects of merger and consolidation costs
and change in unrealized loss on derivatives -1. and Subsidiaries
------------------------------------ ----------------------------------
Identifiable Intangible Assets
Estimated Future Amortization Expense (Unaudited)

Other Total
Core Deposit Identifiable Identifiable
Intangibles Intangibles Intangibles
----------- ----------- - ------------

Amortization Expense:
January and February 2005
(Predecessor) $1,237 $324 $1,561
March 2005 (Successor) 8,583 1,351 9,934
----------- ------------ ------------
Three months ended March 31,
2005 9,820 1,675 11,495
Estimated Future Amortization
Expense:
April 2005 through December
2005 77,250 12,156 89,406
----------- ------------ - -----------
Full Year 2005 87,070 13,831 100,901
2006 93,000 15,764 108,764
2007 72,667 15,033 87,700
2008 59,833 14,353 74,186
2009 49,667 13,723 63,390
thereafter 205,000 129,058 334,058

com .

credentialed divestitures

The use of purchase accounting will have little impact on the
Company's earnings exclusive of the amortization of identifiable
intangible assets beyond the second quarter of 2005. Earnings per diluted share for the first quarter of
2005 , exclusive of the after-tax impact of merger and consolidation
costs, the Company's balance sheet deleveraging strategy, the change
on unrealized loss on derivatives and the effects of the amortization
of identifiable intangible assets, were 60 cents versus 56 cents for
the same quarter a year ago , an increase of 7%. Third, as a result of the application
of purchase accounting, the after-tax impact of the amortization of
identifiable intangible assets of $7.
Largely as a result of the sale of securities associated with the
balance sheet deleveraging strategy, securities available for sale at
March 31, 2005 declined to $4.7 billion, down 35% from $7. is a leading banking and financial services
company headquartered in Portland, Maine and a majority-owned
subsidiary of TD Bank Financial Group.
These non-GAAP measures also may exclude other significant gains or
losses that are unusual in nature, such as security gains and
prepayment penalties.37% -0.06%

Merger and consolidation
costs, net of tax (4) $28,689 $1,049 NM
Per diluted share: $0.16%

Return on average equity (8) 9.84%
Cash return on average
tangible equity (8) (9) 25.
(6) Excludes securities gains/(losses), lower of cost or market
adjustments, and change in unrealized loss on derivatives.60% 16,536,050 5.99% 6,048,457 2.57 $0.37%
Return on average equity 13.59 $0.33%
Effects of merger and
consolidation costs and change
in unrealized loss on
derivatives, net of tax 0.37%
Effects of merger and consolidation costs
and change in unrealized loss on derivatives,
net of tax 0.92% 14. Many advisors are hesitant to offer
this option to clients because of their inability to answer basic questions
like: "Can I sell my policy?" and "How much is it worth?" Life Settlement
Insights ' Insurance Valuation Service(SM) answers these questions
confidentially and quickly.

rigorously aicpa

87% for the quarter ended December 31, 2004. "Our consistently
strong asset quality, loss experience and migration analysis dictated
that we reduce our provision for loan and lease losses this quarter,"
said Mr.55 -65%
Diluted 0.21% -0.31% 1.96% 5,540,489 5.5 billion higher than the amounts
in the above table, primarily related to intangible assets .

(2) Loans and leases include portfolio loans and leases, loans
held for sale and nonperforming loans.
(3) The decreases in nonperforming assets and total reserve for
credit losses reflect the application of specific reserves
against certain nonperforming loans and leases to the carrying
value of such assets in accordance with the purchase method of
accounting.19 $0.

TD Banknorth Inc. and Subsidiaries
-------------- -------------------------------
SELECTED FINANCIAL HIGHLIGHTS (Unaudited)

Combined Predecessor
----------- ------------------------
(In thousands, except per share Three Months Three Months Three Months
data) Ended Ended Ended
3/31/2005 12/31/2004 9/30/2004
----------- ----------- -----------

Net interest income $255,129 $246,063 $239,660
Net income $34,075 $20,698 $97,771
Shares outstanding (end of period) 173 ,208 179,298 174,023
Weighted average shares outstanding:
Basic 183,393 177,071 173,271
Diluted 184,890 179,953 176,756

Earnings per share:
Basic $0.33%
Return on average equity 3.92% 6.39%
Cash return on average tangible
assets (8) (9 ) 1.54% 49.55 $0.
(5) Deleveraging losses consist of losses on securities sales,
lower of cost or market adjustments and prepayment penalties
on borrowings incurred in connection with a balance sheet
restructuring in the first quarter of 2005 and fourth quarter
of 2004.
(6) Excludes securities gains/(losses ), lower of cost or market
adjustments, and change in unrealized loss on derivatives.77% 6.58 $0.47%
============ ============

Return on average equity (GAAP) 13.21%
============ ============

Efficiency ratio 51.19
Diluted 0.

New Insurance Valuation Service(SM) Makes it Easy to Know a Policy's Fair Market Value

avail valutech

The international dial-in number is
617-801-6888. This release presents the Company's first quarter earnings
using purchase accounting to account for the transaction and
supersedes in its entirety the preliminary earnings release issued on
April 25 , 2005. First, the
after-tax loss associated with the Company's previously-announced
balance sheet deleveraging strategy of $41.47% at March 31, 2004. Excluding the impact of acquisitions,
average loans and leases for commercial and consumer loans increased
9% for the quarter ended March 31, 2005 as compared to the same period
a year ago, while residential real estate mortgages decreased by 3 %
during the same period.
Excluding acquisitions, average demand deposits increased 11% and
average core deposits (noninterest bearing deposits, retail money
market and NOW accounts and regular savings accounts) increased 3% in
the three months ended March 31, 2005 as compared to the same period
in the prior year. In addition to reducing the total allowance,
this action resulted in a $21. The ratio of nonperforming
loans to total loans and leases improved to .
Although the transaction with TD was not predicated on synergies,
the Company continues to identify both expense and revenue-related
synergies.2
million. At March 31, 2005, the Company
had $32. 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 .63 $9.21%
Total risk based capital ratio 10.13% 11.4 million
of specific reserves on impaired loans which were applied to
reduce the loan balance under SOP 03-3 "Accounting for Certain
Loans or Debt Securities Acquired in a Transfer".
(11 ) Excludes securities gains/(losses), lower of cost or market
adjustments, prepayment penalties on borrowings, merger and
consolidation costs, change in unrealized loss on derivatives,
and amortization of intangible assets.30%
Retail money market
and NOW accounts 8,088,136 1.05% 7,118,939 0.63 $9.44

RATIOS + OTHER INFORMATION:

Net interest margin, fully-taxable
equivalent basis 3.42% 0.50 $9.54% 14.84%
Tier 1 risk based capital ratio 8.01
------------ ------------ ------------
Cash basis, excluding merger
and consolidation costs,
change in unrealized
loss on derivatives, and
deleveraging losses $0.45% 0.05%
------------ ------------ ------------
Cash basis, excluding merger
and consolidation costs,
change in unrealized
loss on derivatives , and
deleveraging losses 25.22% -22.54% 49.29%
Effects of amortization of intangibles, net of
tax 12.

credentialed rigorously

com/investorrelations
TD Banknorth Inc.A. Forward-looking statements are subject to various
factors which could cause actual results to differ materially from
these estimates.84% -0.38% 23,882,921 4.29% $2,468,416 0.46%
Net interest margin
(fully-taxable
equivalent) 3.

TD Banknorth Inc.56 $0.97% 9.13% 12.18%
Total risk based capital ratio 11.06%
Effects of deleveraging
losses, net of tax 0.

halas parmentier

The
Company determined, based on discussions with the staff of the Office
of Chief Accountant of the SEC, to use the purchase method to account
for the transaction.0 billion
increase in goodwill , a $696 million increase in identifiable
intangible assets and a $107 million increase in net loans and leases. The decline in earnings for the quarter was
attributable to losses associated with the Company's
previously-announced balance sheet deleveraging strategy, merger and
consolidation costs which were primarily attributable to the Company's
transaction with TD, the change in unrealized loss on derivatives and
the amortization of identifiable intangible assets.68% for the quarter ended March 31,
2004 and from 3. For the balance of the year, the
Company anticipates that the net interest margin will be above 4. Ryan.
Average loans and leases increased by 20% for the quarter ended
March 31, 2005 compared to the same quarter a year ago, including
increases of 40% for residential real estate mortgages (largely due to
the acquisition of BostonFed Bancorp, Inc.
The Company also announced that it has completed its
previously-announced buyback of 15. 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 the Company's operations. and Subsidiaries
------------------------------------------- ---------------------------
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(In thousands, except per share data)

Predecessor Successor Combined Predecessor
----------- --------- --------- -----------
Two Months Three Three Months
Ended Months Ended Ended
February Month of March March
28, March 31 , 31, %
2005 2005 2005 2004 Change
----------- --------- --------- ----------- ------

Interest and
dividend income $229,619 $116,422 $346,041 $292,652 18%
Interest expense 63,348 27 ,564 90,912 75,043 21%
----------- --------- --------- ---------- -
Net interest income 166,271 88,858 255,129 217,609 17%
Provision for loan
and lease losses 1,069 1,000 2,069 9,500 -78%
------ ----- --------- --------- -----------
Net interest
income
after
provision
for loan
and lease
losses 165,202 87,858 253,060 208,109 22%
----------- --------- --------- -----------

Noninterest income:
Deposit services 18,359 9,823 28,182 26,153 8%
Insurance
brokerage
commissions 8,252 5,640 13,892 13,736 1%
Merchant and
electronic
banking income,
net 7,751 5,363 13,114 10,404 26%
Wealth
management
services 6,959 3,545 10,504 9,149 15%
Bank-owned life
insurance 4,169 1,929 6,098 5,496 11%
Investment
planning
services 2,815 1,874 4,689 4,839 -3%
Net securities
gains/(losses) (46,548) (3 ,928) (50,476) 3,581 NM
Loans held for
sale - lower of
cost or market
adjustment (7,500) - (7,500) - NM
Change in
unrealized loss
on derivatives - (8,175) (8,175) - NM
Other
noninterest
income 7,617 5,280 12,897 14,859 -13%
-- --------- --------- --------- -----------
1,874 21,351 23,225 88,217 -74%
----------- --------- --------- -----------
Noninterest
expense:
Salaries and
employee
benefits 67,977 32,891 100,868 87,534 15%
Occupancy and
equipment 19,851 10,887 30,738 27 ,599 11%
Data processing 7,233 3,800 11,033 10,436 6%
Advertising and
marketing 4,373 2,322 6,695 7,523 -11%
Amortization of
identifiable
intangible
assets 1,561 9,934 11,495 1 ,904 NM
Merger and
consolidation
costs (1) 27,264 3,927 31,191 1,614 NM
Prepayment
penalties on
borrowings 6,300 3 6,303 - NM
Other noninterest
expense 15,887 8,899 24,786 23,109 7%
----------- --------- --------- -----------
150,446 72,663 223,109 159,719 40%
-------- --- --------- --------- -----------

Income before
income tax expense 16,630 36,546 53,176 136,607 -61%
Income tax expense 6,182 12,919 19,101 46,280 -59%
----------- --------- --------- -----------
Net Income $10 ,448 $23,627 $34,075 $90,327 -62%
=========== ========= ========= ===========

Weighted average
shares
outstanding:
Basic 183 ,393 162,965 13%
Diluted 184,890 166,657 11%
Earnings per share:
Basic $0.70% 26.
Ratios are annualized where appropriate.42% 0.21%

------------------------------------------------------------ ----------

(1) As of 3/1/05, specific reserves of $6.12 $0.22 $0.70% 24.36 % 1.39% 26.60%
Effects of securities gains
(losses) and prepayment
penalties -17.39%
Effects of amortization of
intangibles -3.42% 50.57 0.

TD Banknorth Inc.

valuation credentialed

The replay passcode is 73107906. This increase was primarily attributable to increases in
merchant and electronic banking income of 26%, wealth management
services income of 15% and deposit services income of 8%, all of which
more than offset declines in other noninterest income of 13% and
investment planning income of 3%.54 -67%
- ---------------------------------------------------------------------

(1) Merger and consolidation costs consist of merger charges and
certain asset write-downs.97% 3.18% -1.05%

Full service banking offices 396 358

FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS
(Non-GAAP Financial Information):

Noninterest income as a
percent of total income (3) 25.01%
Cash return on average
tangible assets (8) (9) 1.14%

---------------------------------------------------------------------

(1 ) The tier 1 leverage ratio at March 31, 2005 is estimated.27%
Securities 6,316,949 4.12% 343.
(2) As of 3/1/05, specific reserves of $14.55
Diluted 0.36%
Nonperforming assets as a % of
total assets 0.82%
Cash return on average tangible
equity (8) (9) 25.36% 0.51% 52. and Subsidiaries
Reconciliation Table - Non-GAAP Financial Information (Unaudited)
--------------------------- -------------------------------------------

Combined Predecessor
------------ --------------------------
(In thousands , except per Three Months Three Months Three Months
share data) Ended Ended Ended
3/31/2005 12/31/2004 9/30/2004
------------ ------------ ------------

Net income (GAAP) $34,075 $20,698 $97,771
Add back merger and
consolidation costs and
deleveraging losses,
net of tax
Merger related 23,375 32,381 4,342
Change in unrealized loss on
derivatives 5,314 - -
Revised auto lease residual
charge - (65) -
Deleveraging 41,562 51,560 -
------------ ------------ ------------
Excluding merger and
consolidation costs and
deleveraging losses 104,326 104,574 102,113

Add back amortization of
intangibles, net of tax 7,472 1,470 1,547
------------ ------------ ------------
Cash basis, excluding merger and
consolidation costs and
deleveraging losses $111,798 $106,044 $103,660
============ ============ ============

Diluted earnings per share
(GAAP ) $0.55
Effects of merger and
consolidation costs and change
in unrealized loss on
derivatives, net of tax 0.58 0.89% 0.54% 14.68%
============ ============

Noninterest Income $89,476 $88,217
Net securities gains (losses) (3,355) (3,581)
Lower of cost or market adjustments - -
Change in unrealized loss on derivatives - -
------------ ------------
Excluding securities gains (losses), lower
of cost or market adjustments, and change
in unrealized loss on derivatives $86,121 $84,636
============ ============

Noninterest Expense $163,826 $159,719
Merger and consolidation costs (4,135) (1,614)
Prepayment penalties on borrowings - -
------------ ------------
Excluding merger and consolidation costs and
prepayment penalties $159,691 $158,105
Amortization of intangibles (2,084) (1,904)
------------ ------------
Excluding merger and consolidation costs,
prepayment penalties , and amortization
of intangibles $157,607 $156,201
============ ============

TD Banknorth Inc.

Companies or services for analyzing and appraising the value of businesses, product lines, or intangible assets.

aicpa sheldrick

"It is important to note that TD Banknorth's earnings exclusive of
the amortization of identifiable intangible assets will not be
materially impacted by this decision and we remain well capitalized ,"
said TD Banknorth Chairman, President and CEO, William J. On a
going-forward basis, the Company will report its earnings on a GAAP
basis and on a cash basis net of the amortization of identifiable
intangible assets.
Exclusive of the after-tax impact of merger and consolidation
costs, the Company's balance sheet deleveraging strategy, the change
in unrealized loss on derivatives and the amortization of identifiable
intangible assets, earnings for the quarter ended March 31, 2005 were
$111. 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 the Company.68 % -1.71%
Commercial loans and
leases 4,018,664 5.97%
Brokered deposits 65,860 3.36% 1.18 0.16% 11.43% 13.89% 26.42% 50.24 % 28.29%
Cash return on average tangible equity (8) (9) 26.63% 1.59% 4.89 % 26.05% -11.34% -0.54
Effects of merger and consolidation costs
and change in unrealized loss on
derivatives, net of tax 0.04% 0.66% -0.

aicpa acquistions

banknorth.
Earnings per diluted share were impacted primarily by several cash
and non-cash charges in the first quarter of 2005.3 million shares.51%

Efficiency ratio (10) 53.
(8) Excludes merger and consolidation costs and deleveraging
losses, net of related tax benefits.96% 7,624 0.68%
---------------------------------------------------------- ------------

(1) Includes two months of average balances based on historical
cost and one month of average balances based on purchase
accounting adjustments recorded as of 3/1/05.9 million were applied
to reduce the individual loan balances on impaired commercial
real estate loans.18 $0.65 $17.49%

Return on average equity (8) 9.39%
Cash efficiency ratio (11) 50.47%

Nonperforming loans (2) $65,142 $67,854
Total nonperforming assets (2) $67,167 $70,554
Nonperforming loans as a % of total loans 0.49% 1.
(11) Excludes securities gains/(losses), lower of cost or market
adjustments, prepayment penalties on borrowings , merger and
consolidation costs, change in unrealized loss on derivatives,
and amortization of intangible assets.09% 0.01 0.36% 1. "I've
never seen a better prospecting tool or more focused sales support package for
life settlements," said Ellen Radcliffe , Vice President of Brokerage Concepts,
Inc.

censere rigorously

TD Banknorth Reports Solid First Quarter Results; Adopts Purchase Accounting

Second, the after-tax effects of merger and
consolidation costs of $23.29 % as compared to
6.2 billion at
March 31, 2004. Total net charge-offs were $10.19 $0.55 -65%
Diluted $0.29%

Return on average assets 0.92% 5.82%
Consumer loans and
leases 5,501,291 5.47% 4,883,031 5.68% 7,339,247 4.22%
Federal funds sold and
other short-term
investments 11,427 2.29% 7.17 $0.87%

Efficiency ratio (10) 53.41%
Nonperforming assets as a % of total assets 0.02 $0.18 $0.58
Effects of amortization of
intangibles, net of tax 0.87%
============ ============ ============

Efficiency ratio 80.55
Effects of amortization of intangibles, net of
tax 0.39%
Effects of amortization of intangibles, net of
tax 0.
(3) Merger and consolidation costs consist of merger charges and
certain asset write-downs.

valcon valutech

On April 25th, the Company released its preliminary earnings using
both historical and purchase accounting to account for the transaction
with TD. On a per diluted share basis, net income was 18
cents for the first quarter of 2005 versus 54 cents for the same
quarter a year ago.84% at March 31,
2004, and the Company's total risk based capital ratio was 10.65, reflecting the increases in total assets and shareholders'
equity as a result of the application of purchase accounting, while
tangible book value per diluted share was $7. The Company's management
uses these non-GAAP measures in its analysis of the Company's
performance.19 $0.18 $0.55%
Tier 1 risk based capital ratio 7.47% -1.19% 14,247,364 1.48%
Noninterest bearing
deposits 4,221,735 3,487,716
Deferred tax liability
related to other
identifiable intangible
assets 105,419 12,325
Other liabilities 250,610 159,259
Shareholders' equity 4,477,650 2,571,906
------------ ------------

Total liabilities
and shareholders'
equity $30,705,504 $26,527,027
============ ============

Net earning assets $4,452,604 $3,587,100
============ ============

Net interest income
(fully-taxable
equivalent) $256,871 $219,099
Less: fully-taxable
equivalent adjustments (1,742) (1,490)
------------ ------------
Net interest income $255,129 $217,609
============ ============

Net interest rate spread
(fully-taxable
equivalent) 3.
Had the acquisition occurred at the beginning of the quarter,
noninterest-earning assets, total assets, shareholders '
equity, and total liabilities and shareholders' equity would
have been approximately $2.37% 1.40%
Reserve for credit
losses to
nonperforming loans 373.20% 0.16 $0.21

RATIOS + OTHER INFORMATION:

Net interest margin, fully-taxable equivalent
basis 3.85% 51.
(7) Excludes pre-tax merger and consolidation costs, prepayment
penalties on borrowings, and amortization of intangible
assets.12 $0.29 -
------------ --------- --- ------------
Excluding merger and
consolidation costs, change in
unrealized loss on
derivatives, and
deleveraging losses 0.04 0.39%
Effects of amortization of
intangibles, net of tax 0.62% -
--- --------- ------------ ------------
Excluding merger and
consolidation costs, change in
unrealized loss on
derivatives, and
deleveraging losses 9.71%
------------ ------------ ------------
Excluding securities gains
(losses), change in unrealized
loss on derivatives,
merger and consolidation
costs, and prepayment
penalties 53.72%
------------ ------------ ------ ------
Cash basis, excluding
securities gains (losses),
prepayment penalties,
merger and consolidation
costs, and change in
unrealized loss on
derivatives 50.31%
Effects of amortization of intangibles -0. CLEVELAND, The new Insurance Valuation Service(SM)
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