EXHIBIT 2.1AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

AMONG

THE TORONTO-DOMINION BANK,

BERLIN MERGER CO.,

BANKNORTH GROUP INC.

AND

BERLIN DELAWARE INC.

DATED AS OF AUGUST 25, 2004

TABLE OF CONTENTS

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ii

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INDEX OF DEFINED TERMS

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AGREEMENT AND PLAN OF MERGER

          This AGREEMENT AND PLAN OF MERGER, dated as of August 25, 2004 (as amended, supplemented or otherwise modified from time to time, this “ Agreement ”), is entered into by and among The Toronto-Dominion Bank, a Canadian chartered bank (“ TD ”), Berlin Merger Co., a Delaware corporation and a wholly owned subsidiary of TD (“ Berlin Mergerco ”), Banknorth Group, Inc., a Maine corporation (“ Banknorth ”), and Berlin Delaware Inc., a Delaware corporation and wholly owned subsidiary of Banknorth (“ Banknorth Delaware ”).

          WHEREAS, the respective Boards of Directors of each of TD and Banknorth have determined that it is in the best interests of their respective companies and shareholders to consummate the business combination transactions provided for herein.

          WHEREAS, it is proposed that in the first step of the transactions contemplated by this Agreement, in accordance with Article I of this Agreement, Banknorth will effect a migratory merger by merging with and into Banknorth Delaware (the “ Migratory Merger ”). Banknorth Delaware shall be the surviving corporation in the Migratory Merger, and shall continue its corporate existence under the laws of the State of Delaware. The parties intend (i) to treat the Migratory Merger as a transaction qualifying as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”) and (ii) for this Agreement to constitute a “plan of reorganization” within the meaning of Sections 354 and 368 of the Code.

          WHEREAS, in the second step of the transactions contemplated by this Agreement, immediately after consummation of the Migratory Merger and in accordance with Article II of this Agreement, Berlin Mergerco will merge with and into Banknorth Delaware, with Banknorth Delaware being the surviving corporation in such merger (the “ Acquisition Merger ” and, together with the Migratory Merger, the “ Mergers ”).

          NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

THE MIGRATORY MERGER

          Section 1.1.    The Migratory Merger . Subject to the terms and conditions of this Agreement, in accordance with the Maine Business Corporation Act (the “ MBCA ”) and the Delaware General Corporation Law (the “ DGCL ”), at the Migratory Merger Effective Time (as defined in Section 1.2), Banknorth shall be merged with and into Banknorth Delaware. Banknorth Delaware shall continue as the surviving corporation of the Migratory Merger and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Migratory Merger, the separate corporate existence of Banknorth shall terminate.

          Section 1.2.    Effective Time of the Migratory Merger . The Migratory Merger shall become effective as set forth in the certificate of merger relating to the Migratory Merger as

contemplated by the DGCL (the “ Certificate of Migratory Merger ”), which shall be filed with the Secretary of State of the State of Delaware, and the articles of merger relating to the Migratory Merger as contemplated by the MBCA (the “ Articles of Migratory Merger ” and, together with the Certificate of Migratory Merger, the “ Migratory Merger Certificates ”), which shall be filed with the Secretary of State of the State of Maine. The “ Migratory Merger Effective Time ” shall mean the time at which the Migratory Merger becomes effective, as set forth in the Migratory Merger Certificates.

          Section 1.3.    Effects of the Migratory Merger . At and after the Migratory Merger Effective Time, the Migratory Merger shall have the effects set forth in the MBCA and the DGCL.

          Section 1.4.    Closing of the Migratory Merger . Subject to the terms and conditions of this Agreement, the closing of the Migratory Merger will occur immediately prior to, on the same day as, and at the same location as the Closing (as defined in Section 2.4).

          Section 1.5.    Certificate of Incorporation . At the Migratory Merger Effective Time, the Certificate of Incorporation of Banknorth Delaware, as in effect immediately prior to the Migratory Merger Effective Time, in the form thereof set forth in Exhibit A, shall be the Certificate of Incorporation of Banknorth Delaware as the surviving corporation of the Migratory Merger until thereafter amended as provided by this Agreement, the DGCL and such Certificate of Incorporation.

          Section 1.6.    By-laws . At the Migratory Merger Effective Time, the By-laws of Banknorth Delaware, as in effect immediately prior to the Migratory Merger Effective Time, in the form thereof set forth as Exhibit B, shall be the By-laws of Banknorth Delaware as the surviving corporation until thereafter amended as provided by the DGCL, its Certificate of Incorporation and such By-laws.

          Section 1.7.    Board of Directors . Subject to Section 2.7, the directors of Banknorth immediately prior to the Migratory Merger Effective Time shall be the directors of Banknorth Delaware as the surviving corporation in the Migratory Merger.

          Section 1.8.    Effect on Capital Stock. At the Migratory Merger Effective Time, by virtue of the Migratory Merger and without any action on the part of Banknorth, Banknorth Delaware, or the holders of any of the following securities:

      (a) Each share of common stock, par value $0.01, of Banknorth (“ Banknorth Common Stock ”) either issued and outstanding or owned directly by Banknorth as treasury stock, in each case, immediately prior to the Migratory Merger Effective Time, will be converted into one fully paid and nonassessable share of common stock, $0.01 par value, of Banknorth Delaware (“ Banknorth Delaware Common Stock ”).

      (b) Each share of capital stock of Banknorth Delaware issued and outstanding immediately prior to the Migratory Merger Effective Time shall be cancelled and cease to be outstanding, without payment of any consideration therefor, and shall cease to exist.

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ARTICLE II

THE ACQUISITION MERGER

          Section 2.1.    The Acquisition Merger . Subject to the terms and conditions of this Agreement, in accordance with the DGCL, at the Effective Time (as defined in Section 2.2 hereof), Berlin Mergerco shall merge with and into Banknorth Delaware. Banknorth Delaware shall be the surviving corporation (hereinafter sometimes referred to as the “ Surviving Corporation ”) in the Acquisition Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Acquisition Merger, the separate corporate existence of Berlin Mergerco shall terminate.

          Section 2.2.    Effective Time of the Acquisition Merger . The Acquisition Merger shall become effective as set forth in the certificate of merger relating to the Acquisition Merger (the “ Certificate of Merger ”) which shall be filed with the Secretary of State of the State of Delaware. The term “ Effective Time ” shall mean the time when the Acquisition Merger becomes effective, as set forth in the Certificate of Merger.

          Section 2.3.    Effects of the Acquisition Merger . At and after the Effective Time, the Acquisition Merger shall have the effects set forth in the DGCL.

          Section 2.4.    Closing of the Acquisition Merger . Subject to the terms and conditions of this Agreement, the closing of the Acquisition Merger (the “ Closing ”) will take place at 10:00 a.m. Eastern time on the date that is the second Business Day after the satisfaction or waiver (subject to applicable law) of the conditions set forth in Article VII hereof, other than conditions which by their terms are to be satisfied at Closing, or such other date or time as the parties may mutually agree (the “ Closing Date ”). The Closing shall be held at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, unless another place is agreed upon in writing by the parties. For purposes of this Agreement, a “ Business Day ” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in Portland, Maine, USA or Toronto, Ontario, Canada.

          Section 2.5.    Certificate of Incorporation . At the Effective Time, the Certificate of Incorporation of Banknorth Delaware as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety in the form thereof set forth in Exhibit C, and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by the DGCL and such Certificate of Incorporation.

          Section 2.6.    By-laws . At the Effective Time, the By-laws of Banknorth Delaware as in effect immediately prior to the Effective Time shall be amended and restated so as to read in their entirety in the form set forth in Exhibit D, and shall be the By-laws of the Surviving Corporation until thereafter amended as provided by the DGCL, the Certificate of Incorporation and such By-laws.

          Section 2.7.    Board of Directors . As of the Effective Time, the Board of Directors of Banknorth Delaware (the “ Board ”) shall initially be composed of up to 19 Directors

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consisting of (a) the individuals constituting the Board of Directors of Banknorth on the date of the Closing (provided that such number does not exceed 14, in which case Banknorth shall take all requisite action to designate no more than 14 of such individuals to become directors of Banknorth Delaware pursuant to this Section 2.7), including the Chief Executive Officer of Banknorth, who shall be Class A Directors, and (b) up to five individuals designated by TD (and, to the extent not directors or executive officers of TD or its affiliates as of the date hereof, reasonably acceptable to Banknorth) in writing to Banknorth Delaware not less than 15 days prior to the expected date of Closing, (or, if such period of notice is not practicable under the circumstances because an individual who has been so designated is no longer available for such service, such prior notice as is practicable), who shall be Class B Directors.

          Section 2.8. Effect on Capital Stock. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of TD, Banknorth Delaware, Berlin Mergerco or the holders of any of the following securities:

      (a) Subject to Section 2.9(g), each share of Banknorth Delaware Common Stock issued and outstanding immediately prior to the Effective Time after giving effect to the Migratory Merger (other than any shares of Banknorth Delaware Common Stock to be canceled pursuant to Section 2.8(c)) shall be converted into the following (together, the “ Merger Consideration ”):

      (i) the right to receive (x) 0.2351 (the “ TD Exchange Ratio ”) fully paid and nonassessable common shares, without par value, of TD (“ TD Common Shares ”) (the “ TD Stock Consideration ”) and (y) $12.24 in cash (the “ Cash Consideration ” and, together with the TD Stock Consideration, the “ TD Consideration ”); and

      (ii) the right to receive 0.49 fully paid and non-assessable shares of Banknorth Delaware Common Stock (the “ Banknorth Delaware Consideration ”).

      (b) All of the shares of common stock, par value $.01 per share, of Berlin Mergerco (the “ Berlin Mergerco Common Stock ”), collectively, issued and outstanding immediately prior to the Effective Time shall be converted into (i) the number of shares of Banknorth Delaware Common Stock equal to the product of (x) the number of shares of Banknorth Delaware Common Stock issued and outstanding immediately prior the Effective Time, after giving effect to the Migratory Merger, multiplied by (y) 0.51 and (ii) one share of Class B Common Stock, par value $0.01 per share, of the Company (the “ Class B Common Stock ”).

      (c) Each share of Banknorth Delaware Common Stock owned by Banknorth Delaware or TD (other than, in each case, shares in trust accounts, managed accounts and the like for the benefit of customers or shares held in satisfaction of a debt previously contracted), in each case immediately prior to the Effective Time, shall be cancelled and retired and shall cease to exist, without payment of any consideration therefor, and no Merger Consideration or other consideration shall be delivered in exchange therefor.

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      (d) If at any time between the date of this Agreement and the Effective Time, TD shall pay a dividend in, subdivide, combine into a smaller number of shares or issue by reclassification of its shares, the TD Common Shares, the TD Exchange Ratio shall be multiplied by a fraction, the numerator of which shall be the number of TD Common Shares outstanding immediately after, and the denominator of which shall be the number of such shares outstanding immediately before, the occurrence of such event, and the resulting product shall from and after the date of such event be the TD Exchange Ratio, subject to further adjustment in accordance with this sentence.

     (e) The parties agree that promptly following the date hereof they will explore in good faith the possible alternative of allocating the Merger Consideration on a per shareholder basis rather than the per share basis currently set forth in Section 2.8(a).

          Section 2.9.    Surrender of Shares . (a) TD shall appoint an agent (the “ Exchange Agent ”) for the purpose of exchanging certificates that immediately prior to the Migratory Merger Effective Time represented shares of Banknorth Common Stock (“ Certificates ”) and delivering the Merger Consideration, as described below.

          (b) At or prior to the Effective Time, (i) TD shall deposit, or shall cause to be deposited, with the Exchange Agent (A) an estimated amount of cash sufficient to pay the Cash Consideration and any cash that may be payable in lieu of any fractional shares pursuant to Section 2.9(g) and (B) certificates representing the TD Common Shares issuable in accordance with the terms of Section 2.8(a)(i) in exchange for shares of Banknorth Delaware Common Stock, and (ii) Banknorth Delaware shall deposit, or cause to be deposited, with the Exchange Agent certificates representing the Banknorth Delaware Consideration. The Exchange Agent shall invest such deposited cash as directed by TD; provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to TD.

          (c) As soon as reasonably practicable after the Effective Time, and in no event more than five Business Days thereafter, the Exchange Agent shall mail to each holder of record of Certificates a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and have such other provisions as TD and Banknorth shall reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration therefor. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate and such Certificate so surrendered shall forthwith be cancelled; provided , however , that the holders of such Certificates shall be permitted to specifically identify on such letter of transmittal those shares of Banknorth Delaware Common Stock that are to be converted into the TD Consideration and those shares of Banknorth Delaware Common Stock

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that are to be converted into the Banknorth Delaware Consideration. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Until so surrendered, each such Certificate, following the Effective Time, shall represent for all purposes only the right to receive the Merger Consideration.

          (d) No dividends or other distributions with respect to Banknorth Delaware Common Stock or TD Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to shares of Banknorth Delaware Common Stock or TD Common Shares, as applicable, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.9(g) until such holder shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, such holder thereof entitled to receive Banknorth Delaware Common Stock or TD Common Shares shall be entitled to receive any such dividends or other distributions, without any interest thereon, with a record date after the Effective Time and which theretofore had become payable with respect to whole shares of Banknorth Delaware Common Stock or TD Common Shares, as applicable, that such holder is entitled to receive pursuant to Section 2.8(a).

          (e) If the payment of the Merger Consideration is to be made to a person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such payment shall pay to the Exchange Agent in advance any applicable stock transfer or other Taxes or shall establish to the reasonable satisfaction of the Exchange Agent that such Taxes have been paid or are not payable.

          (f) At and after the Migratory Merger Effective Time, no further transfers of shares of Banknorth Common Stock that were issued and outstanding immediately prior to the Migratory Merger Effective Time shall be recorded on the stock transfer books of Banknorth or Banknorth Delaware. If, after the Effective Time, Certificates are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration as provided in this Article II.

          (g) Notwithstanding any other provision of this Agreement, neither certificates nor scrip for fractional Banknorth Delaware Common Stock or TD Common Shares shall be issued in the Acquisition Merger. Each holder of Banknorth Delaware Common Stock who otherwise would have been entitled to a fraction of a share of Banknorth Delaware Common Stock or a fraction of a TD Common Share, as the case may be, shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Banknorth Delaware Common Stock owned by such holder immediately prior to the Effective Time and converted into the Banknorth Delaware Consideration or the TD Consideration, as applicable) by (i) in the case of a fractional interest in a share of Banknorth Delaware Common Stock, the Banknorth Closing Average Price or (ii) in the case of a fractional interest in a TD Common Share, the TD Weighted Average Share Price. The “ Banknorth Closing Average Share Price ” shall mean the average of the closing sale prices for the Banknorth Delaware Common Stock on

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the New York Stock Exchange, based on information reported in The Wall Street Journal , for the five trading days immediately following the Closing Date. The “ TD Weighted Average Share Price ” shall mean the average of the daily weighted average prices for the TD Common Shares on the Toronto Stock Exchange, based on the trading data reported in The Toronto Stock Exchange Daily Record , for the five trading days ending on the second trading day prior to the Closing Date (rounded to the nearest one-thousandth and converted into United States dollars using the spot exchange rate reported in The Wall Street Journal (or such other publication as may be mutually agreed to by TD and Banknorth) on the next Business Day (such conversion rate, the “ Conversion Rate ”)). No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share of Banknorth Delaware Common Stock or any fractional TD Common Share.

          (h) At any time following the date which is twelve months after the Effective Time, TD shall be entitled to require the Exchange Agent to deliver to it any TD Common Shares or funds (including any interest received with respect thereto) which have been made available to the Exchange Agent and which have not been disbursed to holders of Certificates and thereafter such holders shall be entitled to look to TD and the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the applicable Merger Consideration (and any unpaid dividends or distributions with respect to TD Common Shares or Banknorth Delaware Common Stock, as the case may be) payable upon due surrender of their Certificates. TD and the Surviving Corporation shall share equally all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Banknorth Delaware Common Stock for the Merger Consideration.

          (i) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by TD, the posting by such person of a bond in such amount as TD may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

          (j) TD or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Banknorth Delaware Common Stock such amounts as TD or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of any other U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by TD or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Banknorth Delaware Common Stock in respect of whom such deduction and withholding were made by TD or the Exchange Agent.

          (k) Upon the delivery of the certificates that immediately prior to the Acquisition Merger represented shares of Berlin Mergerco Common Stock, duly endorsed in blank or otherwise in form acceptable for transfer on the books of Banknorth Delaware, Banknorth Delaware shall deliver to TD in exchange therefor the number of shares of Banknorth Delaware

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Common Stock and the share of Class B Common Stock to which TD is entitled pursuant to Section 2.8(b).

          Section 2.10.    Treatment of Equity-Based Compensation . (a) At the Migratory Merger Effective Time, each option granted by Banknorth to purchase shares of Banknorth Common Stock (each, a “ Banknorth Option ”) which is outstanding and unexercised immediately prior thereto, whether vested or unvested, shall cease to represent a right to acquire shares of Banknorth Common Stock and shall be converted into an option to acquire, on the same terms and conditions as were applicable under the Banknorth Option, the number of shares of Banknorth Delaware Common Stock equal to the number of shares of Banknorth Common Stock subject to such Banknorth Option, at the per share exercise price specified in such Banknorth Option; provided , however , that in the case of any Banknorth Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

          (b) At the Migratory Merger Effective Time, each stock account under the Banknorth deferred compensation plan shall cease to represent shares of Banknorth Common Stock and shall represent the number of shares of Banknorth Delaware Common Stock equal to the number of shares of Banknorth Common Stock subject to such stock account.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BANKNORTH

          Prior to the execution and delivery of this Agreement, Banknorth has delivered to TD a schedule (the “ Banknorth Disclosure Schedule ”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of Banknorth’s representations or warranties contained in this Article III, or to one of Banknorth’s covenants contained in Article V. Except as set forth in the corresponding section of the Banknorth Disclosure Schedule, Banknorth hereby represents and warrants to TD as follows:

          Section 3.1.    Corporate Organization .

          (a) Banknorth is a corporation duly organized, validly existing and in good standing under the laws of the State of Maine. Banknorth is a bank holding company and a financial holding company registered under the United States Bank Holding Company Act of 1956, as amended (the “ BHC Act ”). Banknorth has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Banknorth is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect (as defined below) on Banknorth. As used in this Agreement, the term “ Material Adverse Effect ” means, with respect to Banknorth or TD, as the case may be, (A) a

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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 (w) laws, rules or regulations of general applicability or published interpretations thereof by courts or governmental authorities, (x) accounting principles generally accepted in the U.S. (“ U.S. GAAP ”), (y) in the case of TD only, Canadian generally accepted accounting principles (“ Canadian GAAP ”) or (z) regulatory accounting requirements, in any such case applicable to banks or their holding companies generally, (ii) the announcement of this Agreement or any action or omission of either 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, (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 TD or Banknorth or their respective Subsidiaries, as the case may be; 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.

          (b) Banknorth Delaware is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Banknorth Delaware was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no other business other than in connection with the transactions contemplated by this Agreement.

          (c) The copies of the amended and restated articles of incorporation (the “ Amended Articles ”) and the by-laws of Banknorth (the “ Banknorth By-Laws ”) and the certificate of incorporation and by-laws of Banknorth Delaware that have previously been made available to TD are true, complete and correct copies of such documents as in effect as of the date of this Agreement.

          (d) Except as set forth in Section 3.1(d) of the Banknorth Disclosure Schedule, each Subsidiary of Banknorth (i) is duly organized and validly existing as a national bank, corporation or partnership and is in good standing under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and is in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified and in which the failure to be so qualified would have or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Banknorth and (iii) has all requisite corporate or other power and authority to own or lease its properties and assets and to carry on its business as now conducted. The articles of incorporation, by-laws and similar governing documents of each Subsidiary of Banknorth, copies of which have been made available to TD, are true, complete and correct as of the date of this Agreement. “ Subsidiary ” means, with respect to any person, any corporation, partnership, joint venture, limited liability company or any other entity (i) of which such person or a subsidiary of such person is a general partner or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or persons performing similar functions with respect to such entity is directly or indirectly owned by such person and/or one or more subsidiaries thereof.

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          (e) Except for its ownership of Banknorth, NA, Banknorth does not own, either directly or through its Subsidiaries, any stock or equity interest in any depository institution (as defined in 12 U.S.C. Section 1813(c)(1)). The deposits of Banknorth, NA are insured by the Federal Deposit Insurance Corporation (the “ FDIC ”) through the Bank Insurance Fund and the Savings Association Insurance Fund to the fullest extent permitted by law.

          Section 3.2.    Capitalization .

          (a) As of the date of this Agreement, the authorized capital stock of Banknorth consists of 400,000,000 shares of Banknorth Common Stock and 5,000,000 shares of preferred stock, par value $0.01 per share, of Banknorth (the “ Banknorth Preferred Stock ”). As of the date of this Agreement, there were 173,538,386 shares of Banknorth Common Stock outstanding, no shares of Banknorth Preferred Stock outstanding and 18,735,160 shares of Banknorth Common Stock held in Banknorth’s treasury. No other shares of Banknorth Common Stock or Banknorth Preferred Stock were issued or outstanding. As of the date of this Agreement, no shares of Banknorth Common Stock or Banknorth Preferred Stock were reserved for issuance, except for (i) an aggregate of 17,545,922 shares of Banknorth Common Stock reserved for issuance upon the exercise of stock options pursuant to Banknorth’s 2003 Equity Incentive Plan, 1996 Equity Incentive Plan and 1995 Stock Option Plan for Non-employee Directors (the “ Banknorth Stock Option Plans ”), (ii) an aggregate of 1,137,057 shares of Banknorth Common Stock reserved for issuance pursuant to Banknorth’s Employee Stock Purchase Plan and (iii) an aggregate of 6,147,658 shares of Banknorth Common Stock reserved for issuance pursuant to an Agreement and Plan of Merger, dated as of June 20, 2004, between Banknorth and BostonFed Bancorp, Inc. (the “ BostonFed Merger Agreement ”). As of the date of this Agreement, the authorized capital stock of Banknorth Delaware consisted of 1,000 shares of Banknorth Delaware Common Stock, all of which were issued, outstanding and owned beneficially and of record by Banknorth. All of the issued and outstanding shares of Banknorth Capital Stock and of Banknorth Delaware Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Subsidiary of Banknorth owns any shares of Banknorth Common Stock (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held in satisfaction of a debt previously contracted).

          (b) As of the date of this Agreement, except as set forth above or in Section 3.2(b) of the Banknorth Disclosure Schedule and except for the Amended and Restated Rights Agreement, dated as of September 12, 1989 and amended and restated as of July 27, 1999 and as of July 25, 2000 (the “ Banknorth Rights Agreement ”), between Banknorth and American Stock Transfer and Trust Company, as Rights Agent, Banknorth does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Banknorth Common Stock or Banknorth Preferred Stock or any other equity securities of Banknorth or any securities representing the right to purchase or otherwise receive any shares of Banknorth capital stock (including any rights plan or agreement). Section 3.2(b) of the Banknorth Disclosure Schedule contains a list setting forth as of the date of this Agreement all outstanding stock options pursuant to the Banknorth Stock Option Plans, the names of the optionees, the date each such option was granted, the number of shares subject to each such option, the expiration date of each

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such option, any vesting schedule with respect to an option which is not yet fully vested, and the price at which each such option may be exercised.

          (c) Section 3.2(c) of the Banknorth Disclosure Schedule lists the name, jurisdiction of incorporation, authorized and outstanding shares of capital stock and record and beneficial owners of such capital stock for each Subsidiary of Banknorth. Except as set forth in Section 3.2(c) of the Banknorth Disclosure Schedule, Banknorth owns, directly or indirectly, all of the issued and outstanding shares of capital stock of or all other equity interests in each of Banknorth’s Subsidiaries, free and clear of any liens, charges, encumbrances, adverse rights or claims and security interests whatsoever (“ Liens ”), and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof (except, in the case of Banknorth, NA, as provided in 12 U.S.C. Section 55). Neither Banknorth nor any Subsidiary thereof has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, sale or issuance of any shares of capital stock or any other equity security of any Subsidiary of Banknorth or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of any such Subsidiary.

          (d) Except (i) as disclosed in Section 3.2(d) of the Banknorth Disclosure Schedule, (ii) for Banknorth’s ownership in its Subsidiaries set forth in Section 3.2(c) of the Banknorth Disclosure Schedule, (iii) for securities held for the benefit of third parties in trust accounts, managed accounts and the like for the benefit of customers, (iv) for securities acquired after the date of this Agreement in satisfaction of debts previously contracted in good faith and (v) as would result from the consummation of the transactions contemplated by the BostonFed Merger Agreement, neither Banknorth nor any of its Subsidiaries beneficially owns or controls, directly or indirectly, any shares of stock or other equity interest in any corporation, firm, partnership, joint venture or other entity.

          (e) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which Banknorth shareholders may vote (“ Voting Debt ”) are outstanding.

          Section 3.3.    Authority; No Violation .

     (a) Each of Banknorth and Banknorth Delaware has full corporate power and authority to execute and deliver this Agreement and the Stockholders Agreement which was entered into by Banknorth, Banknorth Delaware and TD concurrently with the execution and delivery of this Agreement, in the form of Exhibit E hereto (the “ Stockholders Agreement ”), and the agreements and instruments contemplated hereby and thereby, and to perform its obligations hereunder and thereunder and, subject to (i) the approval of this Agreement with respect to the Migratory Merger by the affirmative vote of the holders of a majority of the outstanding shares of Banknorth Common Stock (the “ Required Banknorth Vote ”) and (ii) the adoption of this Agreement with respect to the Mergers by Banknorth as the sole stockholder of Banknorth Delaware at a meeting of such sole stockholder (the “ Banknorth Delaware Required Vote ”), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Stockholders Agreement and the agreements and instruments contemplated hereby and thereby and the performance and consummation of the

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transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate and stockholder action of Banknorth and Banknorth Delaware, subject to (i) the approval of this Agreement with respect to the Migratory Merger by the Required Banknorth Vote in the case of the consummation of the Migratory Merger and (ii) the adoption of this Agreement with respect to the Mergers by the Banknorth Delaware Required Vote in the case of the consummation of the Mergers, and no other corporate or stockholder proceedings on the part of either Banknorth or Banknorth Delaware is necessary to approve this Agreement, the Stockholders Agreement or the agreements and instruments contemplated hereby or thereby or to perform and consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Banknorth and Banknorth Delaware and (assuming due authorization, execution and delivery by TD and Berlin Mergerco) constitutes a valid and binding obligation of Banknorth and Banknorth Delaware, enforceable against Banknorth and Banknorth Delaware in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

          (b) Except as set forth in Section 3.3(b) of the Banknorth Disclosure Schedule, neither the execution and delivery of this Agreement or the Stockholders Agreement by Banknorth and Banknorth Delaware nor the performance and consummation by Banknorth and Banknorth Delaware of the transactions contemplated hereby or thereby, nor compliance by Banknorth and Banknorth Delaware with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Amended Articles or the Banknorth By-laws or any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Banknorth, any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Banknorth or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Banknorth or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults or other events which, either individually or in the aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on Banknorth.

          (c) Banknorth and its Board of Directors have taken all action necessary, including by executing and delivering Amendment No. 1 to the Banknorth Rights Agreement in the form set forth in Exhibit F hereto, to (i) render the preferred stock purchase rights issued pursuant to the Banknorth Rights Agreement (the “ Banknorth Rights ”) inapplicable to this Agreement, the Stockholders Agreement and the transactions contemplated hereby and thereby, including, without limitation, the Migratory Merger, and (ii) ensure that (A) neither TD nor any of its Affiliates or Associates (as defined in the Banknorth Rights Agreement) is or will become an “Acquiring Person” (as defined in the Banknorth Rights Agreement) by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders

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Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby, (B) neither a “Shares Acquisition Date” nor a “Distribution Date” (in each case as defined in the Banknorth Rights Agreement) shall occur by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby, (C) the Banknorth Rights shall not become exercisable or separate from the shares of Banknorth Common Stock to which they are attached by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby and (D) the Banknorth Rights shall expire immediately prior to the Migratory Merger Effective Time.

          (d) Amendment No. 1 to the Banknorth Rights Agreement has been duly and validly executed and delivered by Banknorth and constitutes the valid and binding obligation of Banknorth enforceable against Banknorth in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally, and such amendment shall remain in full force and effect at all times from and after the date hereof.

          (e) The Stockholders Agreement has been duly and validly executed and delivered by Banknorth and Banknorth Delaware and (assuming due authorization, execution and delivery by TD) constitutes a valid and binding obligation of Banknorth and Banknorth Delaware enforceable against Banknorth and Banknorth Delaware in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

          (f) No holder of any shares of capital stock of Banknorth will be entitled to any dissenters or appraisal rights pursuant to Chapter 13 of the Maine Business Corporation Act in connection with the Mergers or the other transactions contemplated hereby.

          Section 3.4.    Consents and Approvals . Except for (i) the approval of this Agreement with respect to the Migratory Merger by the Required Banknorth Vote, (ii) the adoption of this Agreement with respect to the Mergers by the Banknorth Delaware Required Vote, (iii) approval of the listing of the TD Common Shares to be issued in the Acquisition Merger on the Toronto Stock Exchange and the New York Stock Exchange, (iv) approval of the listing of the Banknorth Delaware Common Stock to be issued in the Migratory Merger on the New York Stock Exchange, (v) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices; (vi) the filing with the United States Securities and Exchange Commission (the “ SEC ”) of a proxy statement in definitive form relating to the meeting of the shareholders of Banknorth to be held to vote on the adoption of this Agreement with respect to the Migratory Merger (the “ Proxy Statement/Prospectus ”) and the filing with, and declaration of effectiveness by, the SEC of the combined registration statement on Form F-4 relating to the TD Common Shares to be issued in the Acquisition Merger and on Form S-4 with respect to the shares of Banknorth Delaware Common Stock to be issued in the Migratory Merger (the “ Registration Statement ”) in which

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the Proxy Statement/Prospectus will be included as a prospectus, and any related filings or approvals under applicable state securities or blue sky laws, (vii) the filing of the Migratory Merger Certificates and the Certificate of Merger with the Secretaries of State of the States of Maine and Delaware, as applicable, pursuant to the MBCA and the DGCL, as applicable, (viii) the consents and approvals set forth in Section 3.4 of the Banknorth Disclosure Schedule, (ix) any notices or filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), (x) approval by the Superintendent of Financial Institutions (Canada) under the Bank Act (Canada) of (1) the acquisition by TD of a substantial investment in each direct subsidiary of Banknorth that carries on a financial services activity and (2) the issuance of the TD Common Shares constituting the TD Stock Consideration (the “ OSFI Approval ”), (xi) such applications, filings, authorizations, orders and approvals as may be required under the banking laws of the states listed in Section 3.4 of the Banknorth Disclosure Schedule (the “ State Banking Approvals ”), (xii) consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal or state securities laws relating to the regulation of broker-dealers, investment companies and investment advisors, (xiii) such filings, notifications and approvals as are required under the Small Business Investment Act of 1958 (“ SBIA ”) and the rules and regulations of the Small Business Administration (“ SBA ”) thereunder and (xiv) the consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Banknorth or TD, no consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each, a “ Governmental Entity ”) or with any other third party are necessary in connection with (A) the execution, delivery and performance by Banknorth and Banknorth Delaware of this Agreement and the Stockholders Agreement and (B) the consummation by Banknorth and Banknorth Delaware of the Migratory Merger, the consummation by Banknorth Delaware of the Acquisition Merger and the other transactions contemplated hereby and thereby.

          Section 3.5.    SEC Documents; Other Reports; Internal and Disclosure Controls . (a) Banknorth has filed all required reports, schedules, registration statements and other documents, together with amendments thereto, with the SEC since December 31, 2000 (the “ Banknorth Reports ”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Banknorth Reports complied, and each such Banknorth Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”), the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”) and the Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (the “ Sarbanes-Oxley Act ”), and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Banknorth Reports. None of Banknorth’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of Banknorth has failed in any respect to make the certifications

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required of him or her under Sections 302 or 906 of the Sarbanes-Oxley Act and no enforcement action has been initiated against Banknorth by the SEC relating to disclosures contained in any Banknorth Report.

          (b) Banknorth and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 with any Governmental Entity (other than the SEC) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of Banknorth and its Subsidiaries or as set forth in Section 3.5(b) of the Banknorth Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the best knowledge of Banknorth, threatened an investigation into the business or operations of Banknorth or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 3.5(b) of the Banknorth Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, Banknorth or any of its Subsidiaries.

          (c) Except as set forth in Section 3.5(c) of the Banknorth Disclosure Schedule, the records, systems, controls, data and information of Banknorth and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Banknorth or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. Banknorth and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of Banknorth and to maintain accountability for Banknorth’s assets; (iii) access to Banknorth’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of Banknorth’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Banknorth (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to Banknorth and its Subsidiaries is made known to the management of Banknorth by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Banknorth Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Banknorth’s auditors and the audit committee of Banknorth’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Banknorth’s ability to record, process, summarize and report financial data and have identified for Banknorth’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Banknorth’s internal

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controls. Banknorth has made available to TD a summary of any such disclosure made by management to Banknorth’s auditors and audit committee since January 1, 2002. Banknorth has initiated its process of compliance with Section 404 of the Sarbanes-Oxley Act and expects to be in full compliance therewith by the SEC mandated compliance date.

          (d) Except as set forth in Section 3.5(d) of the Banknorth Disclosure Schedule, since July 30, 2002, (x) neither Banknorth nor any of its Subsidiaries nor, to the knowledge of Banknorth, any director, officer, employee, auditor, accountant or representative of Banknorth or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Banknorth or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Banknorth or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Banknorth or any of its Subsidiaries, whether or not employed by Banknorth or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Banknorth or any of its officers, directors, employees or agents to the Board of Directors of Banknorth or any committee thereof or to any director or officer of Banknorth.

          Section 3.6.    Financial Statements; Undisclosed Liabilities . (a) The financial statements of Banknorth (including any related notes thereto) included in the Banknorth Reports filed on or prior to the date hereof complied, and the financial statements of Banknorth (including any related notes thereto) included in any Banknorth Reports filed after the date hereof will comply, as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been or will be, as the case may be, prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of Banknorth and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Banknorth and its Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

          (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Banknorth included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as filed with the SEC or (ii) liabilities incurred since June 30, 2004 in the ordinary course of business consistent with past practice, neither Banknorth nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability other than pursuant to or as contemplated by this Agreement.

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          Section 3.7.    Broker’s Fees . Except for Keefe, Bruyette & Woods, Inc. (“ KBW ”) and Lehman Brothers Inc. (“ Lehman ”), neither Banknorth nor any Subsidiary thereof nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement. True, complete and correct copies of all agreements with KBW and Lehman relating to any such fees have previously been furnished to TD.

          Section 3.8.    Absence of Certain Changes or Events . Except as publicly disclosed in the Banknorth Reports filed with the SEC prior to the date hereof, or as set forth in Section 3.8 of the Banknorth Disclosure Schedule, since December 31, 2003, (a) no event has occurred which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Banknorth and (b) prior to the date hereof, neither Banknorth nor any of its Subsidiaries has (i) effected or authorized any adjustment, split, combination or reclassification of any of its capital stock, or redeemed, purchased or otherwise acquired, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock or stock appreciation rights (except pursuant to the exercise of stock options); (ii) declared, set aside or paid any dividend other than regular quarterly cash dividends on Banknorth Common Stock and dividends paid to the holders of trust preferred securities issued by affiliated trusts in accordance with the terms of such securities; (iii) sold, licensed, leased, encumbered, mortgaged, transferred, assigned or otherwise disposed of any of its material assets, properties or other rights or agreements other than in the ordinary course of business consistent with past practice; (iv) increased the compensation or fringe benefits of any present or former director or officer of Banknorth or its Subsidiaries (except for increases in salary or wages of nonexecutive officers or employees in the ordinary course of business consistent with past practice), or granted any severance or termination pay to any present or former director, officer or employee of Banknorth or its Subsidiaries except in connection with terminations of employment of non-officer employees in the ordinary course of business consistent with past practice; (v) made any material change in its policies and practices with respect to (x) underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service Loans or (y) hedging its Loan positions or commitments; (vi) made any changes in its accounting methods or method of Tax accounting, practices or policies; (vii) made or changed any material Tax election or settled or compromised any material Tax liability as defined in (Section 5.2(u)) of Banknorth or any of its Subsidiaries; or (viii) agreed to, or made any commitment to, take any of the foregoing actions.

          Section 3.9.    Legal Proceedings .

          (a) Except as publicly disclosed in the Banknorth Reports filed with the SEC prior to the date hereof or as disclosed in Section 3.9(a) of the Banknorth Disclosure Schedule, neither Banknorth nor any of its Subsidiaries is a party to any, and there are no pending or, to the best of Banknorth’s knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Banknorth or any of its Subsidiaries (including under or in respect of the Sarbanes-Oxley Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “ USA Patriot Act ”), the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act or any other fair lending law or other law

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relating to discriminatory banking practices or the Bank Secrecy Act) or challenging the validity or propriety of the transactions contemplated by this Agreement and the agreements and instruments contemplated hereby as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Banknorth.

          (b) There is no injunction, order, judgment, decree or regulatory restriction specifically imposed upon Banknorth, any of its Subsidiaries or the assets of Banknorth or any of its Subsidiaries that has had, or would reasonably be expected to have, a Material Adverse Effect on Banknorth.

          Section 3.10.    Taxes .

          (a) Except as set forth in Section 3.10(a) of the Banknorth Disclosure Schedule: (x) each of Banknorth and its Subsidiaries has (i) duly and timely filed (including pursuant to any extension of the filing deadline) all material Tax Returns (as hereinafter defined) required to be filed by it, and such Tax Returns are true, correct and complete in all material respects, and (ii) paid in full or made adequate provision in the financial statements included in the Banknorth Reports (in accordance with U.S. GAAP) for all material Taxes (as hereinafter defined), whether or not shown as due on such Tax Returns; (y) no material deficiencies for any Taxes have been proposed, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of Banknorth or any of its Subsidiaries, except for any such deficiencies that have been fully reflected or reserved for in the financial statements included in the Banknorth Reports; and (z) there are no material Liens for Taxes upon the assets of either Banknorth or any of its Subsidiaries except for statutory liens for current Taxes not yet due or Liens for Taxes that are being contested in good faith by appropriate proceedings or for which adequate reserves in accordance with U.S. GAAP have been provided in the financial statements included in the Banknorth Reports.

          (b) Neither Banknorth nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Banknorth) filing a consolidated tax return or (ii) has any material liability for Taxes of any person arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor, by contract, or otherwise.

          (c) None of Banknorth or any of its Subsidiaries is a party to, is bound by or has any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement, other than with each other.

          (d) Except as set forth in Section 3.10(d) of the Banknorth Disclosure Schedule, no closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign law) has been entered into by or with respect to Banknorth or any of its Subsidiaries.

          (e) None of Banknorth or any of its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” in a distribution occurring during the last two years in

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which the parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable.

          (f) All material Taxes required to be withheld, collected or deposited by or with respect to Banknorth and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant taxing authority.

          (g) Except as set forth in Section 3.10(g) of the Banknorth Disclosure Schedule, neither Banknorth nor any of its Subsidiaries has granted any waiver of any U.S. federal, state, local or non-U.S. statute of limitations with respect to, or any extension of a period for the assessment of, any Tax.

          (h) Neither Banknorth nor any of its Subsidiaries has filed a consent to the application of Section 341(f) of the Code for tax years beginning before December 31, 2002.

          (i) For purposes of this Agreement, “ Taxes ” shall mean 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.

          (j) For purposes of this Agreement, “ Tax Return ” shall mean 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.

          Section 3.11.    Employees; Employee Benefit Plans .

          (a) Section 3.11 of the Banknorth Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), including multiemployer plans within the meaning of ERISA Section 3(37)), stock purchase, stock option, severance, employment, loan, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise) under which any current or former employee, director or independent contractor of Banknorth or any of its Subsidiaries has any present or future right to benefits and under which Banknorth or any of its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “ Banknorth Benefit Plans ”.

          (b) With respect to each Banknorth Benefit Plan, Banknorth has delivered to TD a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description provided by Banknorth or any of its Subsidiaries to their employees concerning the

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extent of the benefits provided under a Banknorth Benefit Plan; and (iv) for the most recent year (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.

          (c) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Banknorth, (i) each of the Banknorth Benefit Plans has been established and administered in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations; (ii) each Banknorth Benefit Plan which is intended to be qualified within the meaning of Code Section 401(a) has received a favorable determination letter as to its qualification, and nothing has occurred, whether by action or failure to act, that would reasonably be expected to cause the loss of such qualification; (iii) no “reportable event” (as such term is defined in ERISA Section 4043), “prohibited transaction” (as such term is defined in ERISA Section 406 and Code Section 4975) or “accumulated funding deficiency” (as such term is defined in ERISA section 302 and Code Section 412 (whether or not waived)) has occurred with respect to any Banknorth Benefit Plan; (iv) except as set forth in Section 3.11(c) of the Banknorth Disclosure Schedule, no Banknorth Benefit Plan provides retiree welfare benefits and neither Banknorth nor any of its Subsidiaries have any obligation to provide any retiree welfare benefits other than as required by Section 4980B of the Code; and (v) neither Banknorth nor any “ ERISA Affiliate ” (defined as any organization which is a member of a controlled group of organizations within the meaning of Code Sections 414(b), (c), (m) or (o)) has engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA.

          (d) None of the Banknorth Benefit Plans is a multiemployer plan (within the meaning of ERISA section 4001(a)(3)) and none of Banknorth, its Subsidiaries or any ERISA Affiliate has any liability with respect to a multiemployer plan that remains unsatisfied.

          (e) With respect to any Banknorth Benefit Plan, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Banknorth, or as set forth in Section 3.11(e) of the Banknorth Disclosure Schedule, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of Banknorth or any of its Subsidiaries, threatened, (ii) no written communication has been received from the Pension Benefit Guaranty Corporation (the “ PBGC ”) in respect of any Banknorth Benefit Plan subject to Title IV of ERISA concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein and (iii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the PBGC, the Internal Revenue Service or other governmental agencies are pending, in progress (including any routine requests for information from the PBGC), or to the knowledge of Banknorth, threatened.

          (f) Except as set forth in Section 3.11(f) of the Banknorth Disclosure Schedule, no Banknorth Benefit Plan exists that could result in the payment to any present or former employee, director or independent consultant of Banknorth or any of its Subsidiaries of any money or other property or accelerate or provide any other rights or benefits to any present or former employee of Banknorth or any of its Subsidiaries as a result of the transaction contemplated by this Agreement. Except as set forth in Section 3.11(f) of the Banknorth Disclosure Schedule, there is no contract, plan or arrangement (written or otherwise) covering

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any current or former employee or director of Banknorth or any of its Subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 280G or 162(m) of the Code.

          (g) In connection with the transactions contemplated by this Agreement or otherwise, no current or former employee or director of Banknorth or its Subsidiaries has the right to compel Banknorth or any of its Subsidiaries to fund (by reason of, or pursuant to, a grantor trust or any other funding mechanism) any benefit provided, or to be provided, to such employee or director.

          Section 3.12.    Board Approval . (a) On or prior to the date hereof, the Board of Directors of Banknorth, at a meeting duly called and held, by unanimous vote of those voting at the meeting (the “ Banknorth Board Approval ”), (i) determined that this Agreement, the Stockholders Agreement, the Migratory Merger and the Acquisition Merger are fair to and in the best interests of Banknorth and its shareholders and declared the Migratory Merger and the Acquisition Merger to be advisable, (ii) approved this Agreement, the Stockholders Agreement, the Migratory Merger and the Acquisition Merger, (iii) recommended that the shareholders of Banknorth approve this Agreement with respect to the Migratory Merger and directed that such matter be submitted for consideration by Banknorth shareholders at the Banknorth Shareholders Meeting referred to below, and (iv) authorized and directed that Banknorth, in its capacity as sole stockholder of Banknorth Delaware, give its affirmative vote to adopt this Agreement with respect to the Mergers at a meeting of such sole stockholder. Banknorth has taken any action required to be taken by it in order to exempt this Agreement, the Stockholders Agreement and the transactions contemplated hereby and thereby, including the Mergers, from the requirements of Article 9 of the Amended Articles.

          (b) The Board of Directors of Banknorth Delaware, at a meeting duly called and held, by unanimous vote of those voting at the meeting, (i) determined that this Agreement, the Stockholders Agreement, the Migratory Merger and the Acquisition Merger are fair to and in the best interests of Banknorth Delaware and its stockholder and declared the Migratory Merger and the Acquisition Merger to be advisable, (ii) approved this Agreement, the Stockholders Agreement, the Migratory Merger and the Acquisition Merger, and (iii) recommended that the sole stockholder of Banknorth Delaware adopt this Agreement with respect to the Mergers and directed that such matter be submitted for consideration by the sole stockholder of Banknorth Delaware at a meeting thereof.

          Section 3.13.    Takeover Statutes . No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “ Takeover Statute ”) is applicable to Banknorth or is applicable to this Agreement, the Stockholders Agreement or the transactions contemplated hereby and thereby.

          Section 3.14.    Compliance With Applicable Law . (a) Each of Banknorth and its Subsidiaries is in compliance with, and is not in violation of, its respective articles of incorporation and by-laws or equivalent constituent documents. Except as disclosed in Section 3.14(a) of the Banknorth Disclosure Schedule, Banknorth and each of its Subsidiaries hold, and have at all times held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties and assets,

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under and pursuant to all, and have complied with and are not in violation in any material respect under any applicable law, statute, order, rule, regulation, policy or guideline of any Governmental Entity relating to Banknorth or any of its Subsidiaries (including, without limitation, the Sarbanes-Oxley Act, the USA Patriot Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act or any other fair lending law or other law relating to discriminatory banking practices), except where the failure to hold such license, franchise, permit or authorization or such noncompliance or violation would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Banknorth, and neither Banknorth nor any of its Subsidiaries knows of, or has received notice of, any violations of any of the above which, individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse Effect on Banknorth. Banknorth, NA is in compliance with the United States Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “ CRA ”) and Banknorth, NA received a CRA rating of “outstanding” from the Office of the Comptroller of the Currency in its most recently completed exam.

          (b) Except as set forth in Section 3.14(a) of the Banknorth Disclosure Schedule, Banknorth and each of its Subsidiaries has properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the documents governing such accounts, applicable state and federal law and regulation and common law, except where the failure to so administer such accounts would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Banknorth. None of Banknorth, any of its Subsidiaries, or any director, officer or employee of Banknorth or of any of its Subsidiaries, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Banknorth, and, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Banknorth, the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

          Section 3.15.    Certain Contracts . (a) Except as publicly disclosed in the Banknorth Reports filed prior to the date hereof or as set forth in Section 3.15(a) of the Banknorth Disclosure Schedule, neither Banknorth nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or in part after the date of this Agreement, (ii) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Boston and sales of securities subject to repurchase, in each case incurred in the ordinary course of business) by Banknorth or any of its Subsidiaries in the principal amount of $10.0 million or more, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (iii) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Banknorth and its Subsidiaries, (iv) which provides for material payments to be made by Banknorth or any of its Subsidiaries upon a change in control thereof, (v) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $5.0 million per annum, (vi)

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which (A) limits the freedom of Banknorth or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, (B) requires referrals of business or requires Banknorth or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis , or (C) requires Banknorth or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (vii) which involved payments by, or to, Banknorth or any of its Subsidiaries in fiscal year 2003 of more than $10 million or which could reasonably be expected to involve payments during fiscal year 2004 of more than $10 million (other than pursuant to Loans originated or purchased by Banknorth and its Subsidiaries in the ordinary course of business consistent with past practice). Each contract, arrangement, commitment or understanding of the type described in this Section 3.15(a), whether or not publicly disclosed in the Banknorth Reports filed prior to the date hereof or set forth in Section 3.15(a) of the Banknorth Disclosure Schedule, is referred to herein as a “ Banknorth Contract .”

          (b) Except as set forth in Section 3.15(b) of the Banknorth Disclosure Schedule, (i) each Banknorth Contract is valid and binding on Banknorth or its applicable Subsidiary and in full force and effect, and, to the knowledge of Banknorth, is valid and binding on the other parties thereto, (ii) Banknorth and each of its Subsidiaries and, to the knowledge of Banknorth, each of the other parties thereto, has in all material respects performed all obligations required to be performed by such party to date under each Banknorth Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default on the part of Banknorth or any of its Subsidiaries or, to the knowledge of Banknorth, any other party thereto, under any such Banknorth Contract, except, in each case, where such invalidity, failure to be binding, failure to so perform or breach or default, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on Banknorth.

          (c) Section 3.15(c) of the Banknorth Disclosure Schedule contains a schedule showing the present value of the monetary amounts payable as of the date specified in such schedule, whether individually or in the aggregate (including good faith estimates of all amounts not subject to precise quantification as of the date of this Agreement, such as tax indemnification payments in respect of income or excise taxes), under any employment, change-in-control, severance or similar contract with any present or former employee, director or consultant of Banknorth or any of its Subsidiaries and identifying the types and estimated amounts of the in-kind benefits due under any Banknorth Benefit Plans or Banknorth Contract (other than a tax-qualified plan) for each such person, specifying the assumptions in such schedule.

          Section 3.16.    Agreements With Regulatory Agencies . Except as set forth in Section 3.16 of the Banknorth Disclosure Schedule, neither Banknorth nor any of its Subsidiaries is subject to any cease-and-desist or other order issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is a recipient of any extraordinary supervisory letter from, or is subject to any order or directive by, or has adopted any board resolutions at the request of (each, whether or not set forth in Section 3.16 of the Banknorth Disclosure Schedule, a “ Banknorth Regulatory Agreement ”), any Governmental Entity that currently restricts or by its terms will in the future restrict the conduct of its business or relates to its capital adequacy, its credit or risk management policies, its dividend policies, its management or its business, nor has Banknorth or

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any of its Subsidiaries been advised by any Governmental Entity that it is considering issuing or requesting any Banknorth Regulatory Agreement.

          Section 3.17.    Banknorth Information . The information relating to Banknorth and its Subsidiaries to be provided by Banknorth for inclusion in the Proxy Statement/Prospectus, the Registration Statement, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Proxy Statement/Prospectus (except for such portions thereof as relate only to TD or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. The Registration Statement (except for such portions thereof as relate only to TD or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

          Section 3.18.    Title to Property .

          (a)  Real Property . Except as set forth in Section 3.18(a) of the Banknorth Disclosure Schedule, Banknorth and its Subsidiaries have good, valid and marketable title to all real property owned by them free and clear of all Liens, except Liens for current Taxes not yet due and payable and other standard exceptions commonly found in title policies in the jurisdiction where such real property is located, and such encumbrances and imperfections of title, if any, as do not materially detract from the value of the properties and do not materially interfere with the present or proposed use of such properties or otherwise materially impair such operations. All real property and fixtures material to the business, operations or financial condition of Banknorth and its Subsidiaries are in good condition and repair except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Banknorth.

          (b)  Personal Property . Banknorth and its Subsidiaries have good, valid and marketable title to all tangible personal property owned by them, free and clear of all Liens except as disclosed in the Banknorth Reports filed prior to the date hereof or as set forth in Section 3.18(b) of the Banknorth Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Banknorth.

          (c)  Leased Property . All leases of real property and all other leases material to Banknorth and its Subsidiaries under which Banknorth or a Subsidiary, as lessee, leases personal property are valid and binding in accordance with their respective terms, there is not under such lease any material existing default by Banknorth or such Subsidiary or, to the knowledge of Banknorth, any other party thereto, or any event which with notice or lapse of time would constitute such a default, and, in the case of leased premises, Banknorth or such Subsidiary quietly enjoys the premises provided for in such lease, except in any such case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Banknorth.

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          Section 3.19. Insurance . (a) Banknorth and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as constitute reasonably adequate coverage against all risks customarily insured against by bank holding companies and their subsidiaries of comparable size Banknorth Disclosure Schedule contains a true and complete list and a brief description (including name of insurer, agent, coverage and expiration date) of all insurance policies in force on the date hereof with respect to the business and assets of Banknorth and its Subsidiaries (other than insurance policies under which Banknorth or any Subsidiary thereof is named as a loss payee, insured or additional insured as a result of its position as a secured lender on specific loans and mortgage insurance policies on specific loans or pools of loans). Banknorth and its Subsidiaries are in material compliance with their insurance policies and are not in default under any of the material terms thereof. Each such policy is outstanding and in full force and effect and, except as set forth in Section 3.19(a) of the Banknorth Disclosure Schedule and except for policies insuring against potential liabilities of officers, directors and employees of Banknorth and its Subsidiaries, Banknorth or the relevant Subsidiary thereof is the sole beneficiary of such policies. All premiums and other payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion.

          (b) The value of all company-owned and bank-owned life insurance policies owned by Banknorth or its Subsidiaries is fairly and accurately reflected in accordance with U.S. GAAP in the financial statements of Banknorth and its Subsidiaries included in the Banknorth Reports.

          Section 3.20. Environmental Liability . Except as set forth in Section 3.20 of the Banknorth Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on Banknorth or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “ Environmental Laws ”), pending or, to the knowledge of Banknorth, threatened against Banknorth or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on Banknorth. To the knowledge of Banknorth, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on Banknorth. To the knowledge of Banknorth, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws (each, a “ Hazardous Substance ”) in, on, under or affecting any such property which would reasonably be expected to have a Material Adverse Effect on Banknorth. Neither Banknorth nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under

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any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on Banknorth.

          Section 3.21.    Opinions of Financial Advisors . Banknorth has received the opinion of each of KBW and Lehman, dated as of the date of this Agreement, to the effect that, as of such date, the Merger Consideration is fair from a financial point of view to the holders of Banknorth Common Stock.

          Section 3.22.    Patents, Trademarks, Etc .

          Banknorth and each of its Subsidiaries owns or possesses, or is licensed or otherwise has the right to use, all proprietary rights, including all trademarks, trade names, service marks and copyrights, that are material to the conduct of their existing businesses. Except for the agreements set forth in Section 3.22 of the Banknorth Disclosure Schedule, neither Banknorth nor any of its Subsidiaries is bound by or a party to any licenses or agreements of any kind with respect to any trademarks, service marks or trade names which it claims to own. Neither Banknorth nor any of its Subsidiaries has received any communications alleging that any of them has violated any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

          Section 3.23.    Labor Matters . Neither Banknorth nor any of its Subsidiaries is a party to or is bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is Banknorth or any of its Subsidiaries the subject of a proceeding asserting that it or any such Subsidiary has committed an unfair labor practice (within the meaning of the United States National Labor Relations Act) or seeking to compel Banknorth or any such Subsidiary to bargain with any labor organization as to wages or conditions of employment, nor is there any labor strike, slowdown or work stoppage or other material labor dispute or disputes involving it or any of its Subsidiaries pending, or to Banknorth’s knowledge, threatened against Banknorth or any of its Subsidiaries, nor is Banknorth aware of any activity involving its or any of its Subsidiaries’ employees seeking to certify a collective bargaining unit or engaging in other organizational activity.

          Section 3.24.    Derivative Instruments and Transactions . (a) Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on Banknorth, (i) all Derivative Transactions (as defined below) whether entered into for the account of Banknorth or any of its Subsidiaries or for the account of a customer of Banknorth or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of Banknorth or one of its Subsidiaries and, to the knowledge of Banknorth, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) Banknorth or its Subsidiaries and, to the knowledge of Banknorth, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to Banknorth’s knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder.

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          (b) Except as set forth in Section 3.24(b) of the Banknorth Disclosure Schedule, as of July 31, 2004, no Derivative Transaction, were it to be a Loan (as hereinafter defined) held by Banknorth or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. The financial position of Banknorth and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the books and records of Banknorth and such Subsidiaries in accordance with U.S. GAAP consistently applied.

          (c) For purposes of this Agreement, the term “ 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 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.

          Section 3.25.    Investment Adviser Subsidiaries . (a) Except as set forth in Section 3.25(a) of the Banknorth Disclosure Schedule, neither Banknorth nor any of its Subsidiaries is an “investment company” as defined under the Investment Company Act of 1940, as amended.

          (b) Each of the Subsidiaries of Banknorth or divisions of Banknorth, NA listed in Section 3.25(b) of the Banknorth Schedule (collectively, the “ Banknorth Investment Adviser Subsidiaries ”) is duly registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “ Investment Advisers Act ”), and has filed the appropriate notice filings in each state in which it is required to make a notice filing.

          (c) Each of the Banknorth Investment Adviser Subsidiaries has filed, and Banknorth has made available to TD, in the form as filed, a true and complete copy of each such Banknorth Investment Adviser Subsidiary’s currently effective Form ADV, all state and federal forms, all prior Form ADV filings and all material reports filed by it or any such Banknorth Investment Adviser Subsidiary with the SEC under the Investment Advisers Act or otherwise and under similar state or federal laws within the last two years and will file and make available to TD in the form as filed such material forms and reports as are filed from and after the date hereof and prior to the Closing Date. The information contained in such forms and reports was (or will be, in the case of filings made after the date hereof) true and complete as of the time of filings, except where the failure to be true and complete, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on Banknorth.

          (d) The accounts of each client of any Banknorth Investment Adviser Subsidiary subject to ERISA have been managed by the applicable Subsidiary of Banknorth in compliance in all material respects with the applicable requirements of ERISA, except for any failure to so manage as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Banknorth.

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          (e) As of the date of this Agreement, except as disclosed on an SEC Form ADV which has been filed by each Banknorth Investment Adviser Subsidiary with the SEC prior to the date hereof, no Banknorth Investment Adviser Subsidiary, nor any of its officers, directors or employees, has been convicted of any crime or has been the subject of any disciplinary proceedings or orders of any Governmental Entity, and, to the knowledge of Banknorth or any of its Subsidiaries, no such disciplinary proceeding or order is pending or threatened; and no Banknorth Investment Adviser Subsidiary, nor any persons affiliated with such Banknorth Investment Adviser Subsidiary, or, to the knowledge of Banknorth or any of its Subsidiaries, any of such Banknorth Investment Adviser Subsidiary’s officers, directors or employees or any “associated person” (as defined in the Exchange Act) thereof, is or has been subject to any disqualification that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or Rule 206(4)-4(b) thereunder, or any disqualification as an investment adviser for any client of any Banknorth Investment Adviser Subsidiary.

          Section 3.26.    Loan Matters . (a) (i) Section 3.26(a) of the Banknorth Schedule sets forth a list of all extensions of credit (including commitments to extend credit) (“ Loans ”) as of July 31, 2004 by Banknorth and its Subsidiaries to any directors, executive officers and principal stockholders (as such terms are defined in Regulation O of the Board of Governors of the Federal Reserve System (12 CFR Part 215)) of Banknorth or any of its Subsidiaries; (ii) except as listed in Section 3.26(a) of the Banknorth Schedule, there are no employee, officer, director or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was below market at the time the Loan was made; and (iii) all such Loans are and were made in compliance in all material respects with all applicable laws and regulations, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Banknorth.

          (b) Each outstanding Loan (including Loans held for resale to investors) has been solicited and originated and is administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant loan documents, Banknorth’s underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of federal, state and local laws, regulations and rules, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Banknorth.

          (c) Except as set forth in Section 3.26(c) of the Banknorth Schedule, none of the agreements pursuant to which Banknorth or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.

          (d) Section 3.26(d) of the Banknorth Schedule identifies (A) each Loan that as of July 31, 2004 was classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Banknorth, any of its Subsidiaries or any bank examiner, together with the

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principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, and (B) each asset of Banknorth or any of its Subsidiaries that as of July 31, 2004 was classified as other real estate owned (“OREO”) and the book value thereof as of such date.

          (e) Each Loan (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) to Banknorth’s knowledge, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The loan documents with respect to each loan were in compliance with applicable laws and regulations at the time of origination or purchase by Banknorth or its Subsidiaries and are complete and correct in all material respects.

          Section 3.27.    Approvals . As of the date of this Agreement, Banknorth knows of no reason relating to it why (a) all regulatory approvals from any Governmental Entity required to consummate the transactions contemplated hereby should not be obtained on a timely basis without the imposition of a condition or restriction of the type referred to in Section 7.2(c) or (b) the opinion of tax counsel referred to in Section 7.3(c) should not be obtained on a timely basis.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF TD

          Prior to the execution and delivery of this Agreement, TD has delivered to Banknorth a schedule (the “ TD Disclosure Schedule ”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of TD’s representations or warranties contained in this Article IV, or to one of TD’s covenants contained in Article V. Except as set forth in the corresponding section of the TD Disclosure Schedule, TD hereby represents and warrants to Banknorth as follows:

          Section 4.1.    Corporate Organization .

          (a) TD is duly organized and validly existing as a bank under the laws of Canada. TD has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now conducted. The charter of TD is the Bank Act (Canada). TD is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect on TD. The copy of the by-laws of TD that has previously been made available to Banknorth is a true, complete and correct copy of such document as in effect as of the date of this Agreement.

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          (b) Berlin Mergerco is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Berlin Mergerco was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no other business other than in connection with the transactions contemplated by this Agreement. Berlin Mergerco is a wholly owned Subsidiary of TD.

          (c) Each Significant Subsidiary of TD (i) is duly organized and validly existing as a corporation, partnership or other entity and (to the extent the concept of good standing is applicable to such Significant Subsidiary) is in good standing under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and is in good standing in all jurisdictions (whether provincial, territorial, federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified and in which the failure to be so qualified would have or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on TD and (iii) has all requisite corporate or other power and authority to own or lease its properties and assets and to carry on its business as now conducted.

          (d) Except as set forth in Section 4.1(d) of the TD Disclosure Schedule, TD does not own, either directly or through its Subsidiaries, any stock or equity interest in any insured depository institution (as defined in 12 U.S.C. Section 1813(c)(2)).

          Section 4.2.    Capitalization . (a) The authorized capital stock of TD consists of an unlimited number of TD Common Shares and an unlimited number of Class A First Preferred Shares without par value (the “ TD Preferred Stock ”). As of the date of this Agreement, there were 654,699,101 TD Common Shares outstanding and a total of 38,400,000 shares of TD Preferred Stock (Series H, I, J, M and N) outstanding, and no other TD Common Shares or shares of TD Preferred Stock were issued or outstanding. As of the date of this Agreement, no TD Common Shares or shares of TD Preferred Stock were reserved for issuance, except as set forth in Section 4.2(a) of the TD Disclosure Schedule. The TD Common Shares to be issued pursuant to the Acquisition Merger have been duly authorized and, when issued pursuant to the Acquisition Merger, all such shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, the authorized capital stock of Berlin Mergerco consisted of 1,000 shares of Berlin Mergerco Common Stock, all of which were issued, outstanding and owned beneficially and of record by TD. All of the issued and outstanding shares of capital stock of TD and of Berlin Mergerco Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

          (b) As of the date of this Agreement, except as set forth above or in Section 4.2(b) of the TD Disclosure Schedule or as disclosed in TD Reports filed prior to the date hereof, TD does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of TD Common Shares or TD Preferred Stock or any other equity securities of TD or any securities representing the right to purchase or otherwise receive any shares of TD capital stock (including any rights plan or agreement).

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          (c) Section 4.2(c) of the TD Disclosure Schedule lists the name, jurisdiction of incorporation, authorized and outstanding shares of capital stock and record and beneficial owners of such capital stock for each Significant Subsidiary of TD. Except as set forth in Section 4.2(c) of the TD Disclosure Schedule, TD owns, directly or indirectly, all of the issued and outstanding shares of capital stock of or all other equity interests in each of TD’s Significant Subsidiaries, free and clear of any Liens, and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, neither TD nor any Significant Subsidiary thereof has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, sale or issuance of any shares of capital stock or any other equity security of any Significant Subsidiary of TD or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of any such Significant Subsidiary.

          (d) No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which TD shareholders may vote are outstanding.

          Section 4.3.    Authority; No Violation .

          (a) Each of TD and Berlin Mergerco has full corporate power and authority to execute and deliver this Agreement and, in the case of TD, the Stockholders Agreement, and the agreements and instruments contemplated hereby and thereby, and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and, in the case of TD, the Stockholders Agreement, and the agreements and instruments contemplated hereby and thereby, and the performance and consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate and stockholder action of TD and Berlin Mergerco, and no other corporate or stockholder proceedings on the part of TD or Berlin Mergerco are necessary to approve this Agreement or, in the case of TD, the Stockholders Agreement, or the agreements and instruments contemplated hereby or thereby, or to perform or to consummate the transactions contemplated hereby and thereby, except that TD, as sole stockholder of Berlin Mergerco, shall adopt this Agreement in respect of the Acquisition Merger prior to the Acquisition Merger Effective Time. This Agreement has been duly and validly executed and delivered by TD and Berlin Mergerco and (assuming due authorization, execution and delivery by Banknorth and Banknorth Delaware) constitutes a valid and binding obligation of TD and Berlin Mergerco, enforceable against TD and Berlin Mergerco in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

          (b) Except as set forth in Section 4.3(b) of the TD Disclosure Schedule, neither the execution and delivery of this Agreement by TD and Berlin Mergerco, nor the execution and delivery of the Stockholders Agreement by TD, nor the consummation by TD and Berlin Mergerco of the transactions contemplated hereby or thereby, nor compliance by TD and Berlin Mergerco with any of the terms or provisions hereof or thereof, will (i) violate any provision of the charter or By-laws of TD or the certificate of incorporation or By-laws of Berlin Mergerco or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x)

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violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TD or Berlin Mergerco or any of their respective Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TD or Berlin Mergerco or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which TD or Berlin Mergerco or any of their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults or other events which either individually or in the aggregate will not have and would not reasonably be expected to have a Material Adverse Effect on TD.

          (c) The Stockholders Agreement has been duly and validly executed and delivered by TD and (assuming due authorization, execution and delivery by Banknorth and Banknorth Delaware) constitutes a valid and binding obligation of TD enforceable against TD in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

          Section 4.4.    Consents and Approvals . Except for (i) the approval of this Agreement with respect to the Migratory Merger by the Required Banknorth Vote, (ii) the adoption of this Agreement with respect to the Mergers by the Banknorth Delaware Required Vote, (iii) approval of the listing of the TD Common Shares to be issued in the Acquisition Merger on the Toronto Stock Exchange and the New York Stock Exchange, (iv) approval of the listing of the Banknorth Delaware Common Stock to be issued in the Migratory Merger on the New York Stock Exchange, (v) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices; (vi) the filing with the SEC of the Proxy Statement/Prospectus and the filing with, and declaration of effectiveness by, the SEC of the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus and any related filings or approvals under applicable state securities or blue sky laws, (vii) the filing of the Migratory Merger Certificates and the Certificate of Merger with the Secretaries of State of the States of Maine and Delaware, as applicable, pursuant to the MBCA and the DGCL, as applicable, (viii) the consents and approvals set forth in Section 4.4 of the TD Disclosure Schedule, (ix) any notices or filings under the HSR Act, (x) the OSFI Approval, (xi) the State Banking Approvals, (xii) consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal or state securities laws relating to the regulation of broker-dealers, investment companies and investment advisors, (xiii) such filings, notifications and approvals as are required under the SBIA and the rules and regulations of the SBA thereunder and (xiv) the consents and approvals of third parties which are not Governmental Entities, the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Banknorth or TD, no consents or approvals of, or filings or registrations with, any Governmental Entity or with any other third party are necessary in connection with (A) the execution and delivery by TD and Berlin

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Mergerco of this Agreement and the execution, delivery and performance by TD of the Stockholders Agreement and (B) the consummation by TD and Berlin Mergerco of the Acquisition Merger and the other transactions contemplated hereby.

          Section 4.5.    Public Documents; Other Reports .

          (a) TD has filed all required reports, schedules, registration statements and other documents, together with amendments thereto, with the SEC and Canadian securities regulatory authorities since December 31, 2000 (the “ TD Reports ”). As of their respective dates of filing (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the TD Reports filed on or prior to the date of this Agreement complied, and each TD Report filed subsequent to the date hereof will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act, and applicable Canadian securities laws, as the case may be, and none of the TD Reports when filed contained or will contain, as the case may be, any untrue statement of a material fact or omitted or will omit, as the case may be, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 4.5(a) of the TD Disclosure Schedule, there are no outstanding comments from or unresolved issues raised by the SEC or any Canadian securities regulatory authority, as the case may be, with respect to any of the TD Reports. None of TD’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. No executive officer of TD has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the Sarbanes-Oxley Act and no enforcement action has been initiated against TD by the SEC relating to disclosures contained in any TD Report.

          (b) TD and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2000 with any Governmental Entity (other than the SEC and Canadian securities regulatory authorities) and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of TD and its Subsidiaries or as set forth in Section 4.5(b) of the TD Disclosure Schedule, no Governmental Entity has initiated any proceeding or, to the knowledge of TD, threatened an investigation into the business or operations of TD or any of its Subsidiaries since December 31, 2000. Except as set forth in Section 4.5(b) of the TD Disclosure Schedule, there is no material unresolved violation, criticism or exception by any Governmental Entity with respect to any report, registration or statement filed by, or relating to any examinations by any such Governmental Entity of, TD or any of its Subsidiaries.

          (c) The records, systems, controls, data and information of TD and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TD or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. TD and its Subsidiaries have

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devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP, including that (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of TD and to maintain accountability for TD’s assets; (iii) access to TD’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of TD’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. TD (A) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to TD and its Subsidiaries is made known to the management of TD by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the TD Reports, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to TD’s auditors and the audit committee of TD’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect TD’s ability to record, process, summarize and report financial data and have identified for TD’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in TD’s internal controls. TD has made available to Banknorth a summary of any such disclosure made by management to TD’s auditors and audit committee since January 1, 2002. TD has initiated its process of compliance with Section 404 of the Sarbanes-Oxley Act and expects to be in full compliance therewith by the SEC mandated compliance date.

          (d) Except as set forth in Section 4.5(d) of the TD Disclosure Schedule, since July 30, 2002, (i) neither TD nor any of its Subsidiaries nor, to the knowledge of TD, any director, officer, employee, auditor, accountant or representative of TD or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TD or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that TD or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing TD or any of its Subsidiaries, whether or not employed by TD or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TD or any of its officers, directors, employees or agents to the Board of Directors of TD or any committee thereof or to any director or officer of TD.

          Section 4.6.    Financial Statements; Undisclosed Liabilities . (a) The financial statements of TD (including any related notes thereto) included in the TD Reports filed on or prior to the date hereof complied, and the financial statements of TD (including any related notes thereto) included in any TD Reports filed after the date hereof will comply, as to form, as of their respective dates of filing with the SEC or any Canadian securities regulatory authority, as the case may be (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC or such Canadian securities regulatory authority with respect thereto, have been, or will be, as the case may be, prepared in

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accordance with Canadian GAAP (except, in the case of unaudited statements, as otherwise permitted by the rules of the applicable Canadian securities regulatory authorities) applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of TD and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of TD and its Subsidiaries have been, and are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

          (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of TD included in its Annual Report on Form 40-F for the fiscal year ended October 31, 2003, as filed with the SEC (the “ TD Annual Report ”) or otherwise disclosed in TD Reports filed subsequent to the date of the TD Annual Report and prior to the date hereof, (ii) liabilities incurred since October 31, 2003 in the ordinary course of business consistent with past practice, (iii) those liabilities set forth in Section 4.6(b) of the TD Disclosure Schedule and (iv) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on TD, neither TD nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability other than pursuant to or as contemplated by this Agreement.

          Section 4.7.    Absence of Certain Changes or Events . Except as disclosed in the TD Reports filed prior to the date of this Agreement, since October 31, 2003, no event has occurred which had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on TD. !

          Section 4.8.    Brokers . Except for Goldman, Sachs & Co. and TD Securities Inc., whose fees and expenses will be paid by TD, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by and on behalf of TD or Berlin Mergerco.

          Section 4.9.    Legal Proceedings . (a) Except as publicly disclosed in the TD Reports filed prior to the date of this Agreement, neither TD nor any of its Subsidiaries is a party to any, and there are no pending or, to the best of TD’s knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against TD or any of its Subsidiaries (including under or in respect of the Sarbanes-Oxley Act, the USA Patriot Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act or any other fair lending law or other law relating to discriminatory banking practices or the Bank Secrecy Act, as well as any comparable Canadian laws) or challenging the validity or propriety of the transactions contemplated by this Agreement and the agreements and instruments contemplated hereby as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on TD.

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          (b) There is no injunction, order, judgment, decree, or regulatory restriction specifically imposed upon TD, any of its Subsidiaries or the assets of TD or any of its Subsidiaries which has had, or would reasonably be expected to have, a Material Adverse Effect on TD.

          Section 4.10.    Compliance With Applicable Law . Each of TD and its Subsidiaries is in compliance with, and is not in violation of, its respective articles of incorporation and by-laws or equivalent constituent documents. Except as disclosed in Section 4.10 of the TD Disclosure Schedule, TD and each of its Subsidiaries hold, and have at all times held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties and assets, under and pursuant to all, and have complied with and are not in violation in any material respect under any, applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to TD or any of its Subsidiaries (including under or in respect of the Sarbanes-Oxley Act, the USA Patriot Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act or any other fair lending law or other law relating to discriminatory banking practices, as well as any comparable Canadian laws), except where the failure to hold such license, franchise, permit or authorization or such noncompliance or violation would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on TD, and neither TD nor any of its Subsidiaries knows of, or has received notice of, any violations of any of the above which, individually or in the aggregate, would have or reasonably be expected to have a Material Adverse Effect on TD.

          Section 4.11.    Agreements With Regulatory Agencies . Except as set forth in Section 4.11 of the TD Disclosure Schedule, neither TD nor any of its Subsidiaries is subject to any cease-and-desist or other order issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is a recipient of any extraordinary supervisory letter from, or is subject to any order or directive by, or has adopted any board resolutions at the request of (each, whether or not set forth in Section 4.11 of the TD Disclosure Schedule, a “ TD Regulatory Agreement ”), any Governmental Entity that currently restricts or by its terms will in the future restrict the conduct of its business or relates to its capital adequacy, its credit or risk management policies, its dividend policy, its management or its business, nor has TD or any of its Subsidiaries been advised by any Governmental Entity that it is considering issuing or requesting any TD Regulatory Agreement.

          Section 4.12.    TD Information . The information relating to TD and its Subsidiaries to be provided by TD for inclusion in the Proxy Statement/Prospectus, the Registration Statement, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Proxy Statement/Prospectus (except for such portions thereof as relate only to Banknorth or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. The Registration Statement (except for such portions thereof as relate

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only to Banknorth or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

          Section 4.13.    Taxes . Except as set forth in Section 4.13 of the TD Disclosure Schedule: (a) each of TD and its Significant Subsidiaries has (i) duly and timely filed (including pursuant to any extension of the filing deadline) all material Tax Returns required to be filed by it, and such Tax Returns are true, correct and complete in all material respects, and (ii) paid in full or made adequate provision in the financial statements included in the TD Reports (in accordance with Canadian GAAP) for all material Taxes, whether or not shown as due on such Tax Returns; (b) no material deficiencies for any Taxes have been proposed, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of TD or any of its Significant Subsidiaries, except for any such deficiencies that have been fully reflected or reserved for in the financial statements included in the TD Reports and (c) there are no material Liens for Taxes upon the assets of either TD or any of its Significant Subsidiaries except for statutory liens for current Taxes not yet due or Liens for Taxes that are being contested in good faith by appropriate proceedings or for which adequate reserves in accordance with Canadian GAAP have been provided in the financial statements included in the TD Reports.

          Section 4.14.    Financing . As of the Closing Date, TD will have all funds necessary to pay on the Closing Date the Cash Consideration and the consideration payable in respect of fractional TD Common Shares and all fees and expenses to be paid by TD pursuant to this Agreement, and will have the financial capacity to perform all of its other obligations under this Agreement and the agreements and instruments contemplated hereby.

          Section 4.15.    Approvals . As of the date of this Agreement, TD knows of no reason why all regulatory approvals from any Governmental Entity required to consummate the transactions contemplated hereby should not be obtained on a timely basis without the imposition of a condition or restriction of the type referred to in Section 7.2(c).

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

          Section 5.1.    Conduct of Business Prior to the Effective Time . Except as otherwise expressly contemplated or permitted by this Agreement, during the period from the date of this Agreement to the Effective Time, Banknorth shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect or delay the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby.

          Section 5.2.    Banknorth Forbearances . Except as set forth in the Banknorth Schedule or expressly contemplated or permitted by this Agreement or for actions required to be

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taken by Banknorth pursuant to the BostonFed Merger Agreement, and subject to applicable laws, during the period from the date of this Agreement to the Effective Time, Banknorth shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of TD:

      (a) (i) adjust, split, combine or reclassify any capital stock; (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock or stock appreciation rights, other than (A) regular quarterly cash dividends on Banknorth Common Stock equal to the rate paid during the fiscal quarter immediately preceding the date hereof with record and payment dates consistent with past practice, provided, however, that no dividend shall be paid by Banknorth on Banknorth Common Stock if Banknorth shall be required to borrow funds to do so; (B) dividends paid by any of the Subsidiaries of Banknorth so long as such dividends are only paid to Banknorth or any of its other wholly owned Subsidiaries; provided that no such dividend shall cause Banknorth, NA to cease to qualify as a “well-capitalized” institution under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 and the applicable regulations thereunder; and (C) dividends paid to the holders of trust preferred securities issued by affiliated trusts, in each case in accordance with the terms of such securities; (iii) or issue or commit to issue any additional shares of capital stock, Voting Debt or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any additional shares of capital stock or Voting Debt, except (x) pursuant to the exercise of stock options outstanding as of the date hereof and disclosed in Section 3.2(a) of the Banknorth Schedule, (y) stock options and restricted stock granted under the Banknorth Stock Option Plans in the ordinary course of business, provided that the number of shares of Banknorth common stock subject to stock options does not exceed 4,500,000 (the “ Option Shares ”); provided , further, that the number of shares of Banknorth common stock subject to restricted stock or restricted stock units shall not exceed 1,500,000 (the “ Restricted Shares ”) and (A) the number of Options Shares available shall be reduced by three shares for each Restricted Share granted and (B) the number of Restricted Shares available shall be reduced by one-third of a share for each Option Share subject to an Option granted; provided , further, that Banknorth shall take all actions necessary to provide that the vesting of any awards granted under this Section 5.2(a)(iii)(y) shall not accelerate as a result of the transactions contemplated by this Agreement, and (z) shares of Banknorth Common Stock issued in the ordinary course of business consistent with past practice pursuant to Banknorth’s Employee Stock Purchase Plan, 401(k) Plan and Restricted Stock Plan for Non-employee Directors; provided , that Banknorth shall take all actions necessary to provide that the vesting of any awards granted under any plan referred to in this clause (z) after the date hereof and prior to the Effective Time shall not, to the extent not vested upon grant or prior to the Effective Time in accordance with the terms of such plan, accelerate as a result of the transactions contemplated by this Agreement; or (iv) amend or waive any provision of, or redeem the rights issued under, the Banknorth Rights Agreement or otherwise take any action to exempt any person (other than TD and its Subsidiaries) or any action taken by any person (other than TD and its Subsidiaries) from the Banknorth

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Rights Agreement or any Takeover Statute or similar restrictive provision of its organizational documents;

      (b) enter into any new material line of business or change its lending, investment, risk and asset-liability management and other material banking or operating policies in any material respect, except as required by law or by policies imposed by a Governmental Entity;

      (c) sell, license, lease, encumber, mortgage, transfer, assign or otherwise dispose of, or abandon or fail to maintain, any of its material assets, properties or other rights or agreements, provided that in no event shall Banknorth or any of its Subsidiaries sell, license, lease, encumber, mortgage, transfer, assign or otherwise dispose of any Subsidiary, business division, branch or other operating business without, in any such case, receiving TD’s prior written consent;

      (d) make any acquisition of or investment in any other person, by purchase or other acquisition of stock or other equity interests (other than in a fiduciary capacity in the ordinary course of business), by merger, consolidation, asset purchase or other business combination, or by formation of any joint venture or other business organization or by contributions to capital; or make any purchases or other acquisitions of any debt securities, property or assets (including any investments or commitments to invest in real estate or any real estate development project) in or from any other individual, corporation, joint venture or other entity other than a wholly owned Subsidiary of Banknorth, except for (i) foreclosures, settlements in lieu of foreclosures, troubled debt or Loan restructurings and other similar acquisitions in connection with securing or collecting debts previously contracted in the ordinary course of business, (ii) purchases of investment securities in the ordinary course of business consistent with past practice, and (iii) Loans originated or acquired as permitted by Section 5.2(k);

      (e) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse or otherwise become responsible for the obligations of any person, except in the ordinary course of business consistent with past practice;

      (f) create, renew, amend or terminate, fail to perform any obligations under, waive or release any rights under or give notice of a proposed renewal, amendment, waiver, release or termination of, any material contract, agreement or lease to which Banknorth or any of its Subsidiaries is a party or by which Banknorth or any of its Subsidiaries or their respective properties is bound, including any contract or agreement of the type described in Section 3.15(a)(vi), other than any of the foregoing arising in the ordinary course of business consistent with past practice;

      (g) foreclose on or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property, or foreclose on or take a deed or title to any commercial real estate if such environmental assessment indicates the presence of a Hazardous Substance;

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      (h) other than as required pursuant to existing agreements or as otherwise required by applicable law, (i) increase the compensation or fringe benefits of any present or former director, officer or employee of Banknorth or its Subsidiaries (except for increases in salary or wages of nonexecutive officers or employees in the ordinary course of business consistent with past practice); (ii) grant any severance or termination pay to any present or former director, officer or employee of Banknorth or its Subsidiaries except (A) as required pursuant to the terms of any plan Banknorth Benefit Plan or (B) for severance or termination pay, consistent with past practice, to any employee of Banknorth or its Subsidiaries (other than any officer) in connection with terminations of employment in the ordinary course of business; (iii) loan or advance any money or other property to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, any director, officer or employee of Banknorth or its Subsidiaries, other than in the ordinary course of business consistent with past practice and consistent with loans made in the ordinary course of the business of Banknorth and its Subsidiaries; (iv) establish, adopt, enter into, amend or terminate any Banknorth Benefit Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Banknorth Benefit Plan if it were in existence as of the date of this Agreement; (v) increase the funding obligation or contribution rate of any Banknorth Benefit Plan subject to Title IV of ERISA, except as required by U.S. GAAP or the terms of any such plan; or (vi) increase the size of the Banknorth Board of Directors.

      (i) make any capital expenditures in excess of $25 million in the aggregate, other than expenditures budgeted in the capital expenditure budget delivered to TD prior to the date of this Agreement;

      (j) make application for the opening, relocation or closing of any, or open, relocate or close any, branch office or loan production or servicing facility;

      (k) except for Loans or commitments for Loans that have previously been approved by Banknorth prior to the date of this Agreement, make or acquire any Loan or issue a commitment for any Loan except for Loans and commitments that are made in the ordinary course of business consistent with past practice and with a principal balance of $40 million or less;

      (l) except as otherwise expressly permitted elsewhere in this Section 5.2, engage or participate in any material transaction or incur or sustain any material obligation, in each case other than in the ordinary course of business consistent with past practice;

      (m) except pursuant to agreements or arrangements in effect on the date hereof, pay, loan or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any of their immediate family members or any affiliates or associates (as such terms are defined under the Exchange Act) of any of its officers or directors other than compensation in the ordinary course of business consistent with past practice;

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      (n) pay, discharge, settle, comprise or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), including taking any action to settle or compromise any litigation, in each case, (i) relating to this Agreement or the transactions contemplated hereby or (ii) that is otherwise material to Banknorth and its Subsidiaries, other than, in the case of matters covered by clause (ii), the payment, discharge, settlement, compromise or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) included in the Banknorth Reports filed prior to the date hereof, or incurred since June 30, 2004 in the ordinary course of business consistent with past practice;

      (o) amend its certificate of incorporation, by-laws or similar governing documents, or enter into a plan of consolidation, merger, share exchange, reorganization or complete or partial liquidation with any person (other than consolidations, mergers or reorganizations solely among wholly-owned subsidiaries of Banknorth), or a letter of intent or agreement in principle with respect thereto;

      (p) 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-ri