e425

Filed by Banknorth Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934

Subject Company: Banknorth Group, Inc.
Commission File No.: 001-31251

This filing contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements relating to anticipated financial and operating results, the companies’ plans, objectives, expectations and intentions and other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” “and other similar expressions. Such statements are based upon the current beliefs and expectations of TD Bank Financial Group’s and Banknorth Group, Inc.’s management and involve a number of significant risks and uncertainties. Actual results may differ materially from the results anticipated in these forward-looking statements. The following factors, among others, could cause or contribute to such material differences: change in general economic conditions; the performance of financial markets and interest rates; the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of Banknorth Group, Inc.’s shareholders to approve the transaction; disruption from the transaction making it more difficult to maintain relationships with clients, employees or suppliers; increased competition and its effect on pricing, spending, third-party relationships and revenues; the risk of new and changing regulation in the U.S. and Canada; acts of terrorism; and war or political instability. Additional factors that could cause TD Bank Financial Group’s and Banknorth Group, Inc.’s results to differ materially from those described in the forward-looking statements can be found in the 2003 Annual Report on Form 40-F for TD Bank Financial Group and the 2003 Annual Report on Form 10-K of Banknorth Group, Inc. and other documents filed by TD Bank Financial Group and Banknorth Group, Inc.’s with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).

This communication is being made in respect of the proposed merger transaction involving the acquisition by TD Bank Financial Group of 51% of the outstanding common stock of Banknorth Group, Inc. In connection with the proposed transaction, TD Bank Financial Group and Banknorth Group, Inc. filed a combined registration statement on Form F-4 and S-4 containing a preliminary proxy statement/prospectus for the shareholders of Banknorth Group, Inc. with the Securities and Exchange Commission. Shareholders of Banknorth Group, Inc. are urged to read the preliminary proxy statement/prospectus regarding the transaction and the definitive proxy statement/prospectus when it becomes available, as well as any other relevant documents carefully in their entirety because they will contain important information. Shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about TD Bank Financial Group and Banknorth Group, Inc., without charge, at the Securities and Exchange Commission’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to TD Bank Financial Group, 66 Wellington Street West, Toronto, ON M5K 1A2, Attention: Investor Relations (416) 308-9030, or to Banknorth Group, Inc., Two Portland Square, P.O. Box 9540, Portland, ME 04112-9540, Attention: Investor Relations (207) 761-8517.

TD Bank Financial Group, Banknorth Group, Inc. and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding TD Bank Financial Group’s directors and executive officers is available in its Annual Report on Form 40-F for the year ended October 31, 2003,

which was filed with the Securities and Exchange Commission on December 15, 2003, its notice of annual meeting and proxy circular for its 2004 annual meeting, which was filed with the Securities and Exchange Commission on February 17, 2004 and the above-referenced Registration Statement on Form S-4/F-4, which was filed with the SEC on October 4, 2004. Information regarding Banknorth Group, Inc.’s directors and executive officers is available in Banknorth’s proxy statement, which was filed with the Securities and Exchange Commission on March 17, 2004. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the above-referenced Registration Statement on Form S-4/F-4, which was filed with the SEC on October 4, 2004, and other relevant materials to be filed with the Securities and Exchange Commission when they become available.

***

FINAL TRANSCRIPT

Conference Call Transcript

BNK — Banknorth Group Inc. at BancAnalysts Association of Boston Conference

Event Date/Time: Nov. 04. 2004 / 1:15PM ET
Event Duration: N/A


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FINAL TRANSCRIPT

BNK — Banknorth Group Inc. at BancAnalysts Association of Boston Conference

CORPORATE PARTICIPANTS

Steve Boyle
Banknorth Group Inc. — CFO

Peter Verrill
Banknorth Group Inc. — SVP and COO

CONFERENCE CALL PARTICIPANTS

Jim Ackor
RBC Capital Markets — Analyst

PRESENTATION

Unidentified Speaker

Next presenting company is Banknorth. I know we’ve talked a lot about scale. And when you’re a bank in Maine, how do you create scale? Well, the answer that they’ve come up with is to grow outside of the state.

Banknorth has grown rapidly throughout the northeast. They now have more than 400 branches and 550 ATMs. They’re the combined number one market shares in Massachusetts, Connecticut, Maine, New Hampshire, Vermont and New York, number five in Massachusetts, and number six in Connecticut.

They’ve really put up some enviable consistently solid numbers of the last ten years and they have gained scale by completing 24 acquisitions since 1989. Here to tell us more about this growth strategy and how they’ve levered this scale is Peter Verrill, Senior Vice President and Chief Operating Officer and he is joined by Chief Financial Officer, Steve Boyle. And I believe Steve, you’re starting the presentation.

Steve Boyle — Banknorth Group Inc. — CFO

Thanks Kevin. Thanks for having us. We really appreciate the opportunity to talk to this group. I’m not sure what Peter did to Gerard to get us the after lunch spot but with our TD transaction I think that there’s a lot of exciting things to talk about. And hopefully we’ll try to keep you awake after lunch here.

It’s the typical forward-looking statements. You can all read that. We won’t spend any time.

Who is Banknorth? Banknorth, luckily for us was named the best-managed bank in America by Forbes Magazine last year. It’s really helped us with some of our marketing efforts and building our name awareness here in the Massachusetts area and Connecticut, which is our other significant growth market where we just recently entered in the last several years.

We have all of 8,000 employees. When we complete the Boston Fed deal, which is a nice small bank, inside 128 here, we’ll have 31 billion dollars in assets. We have almost 1.3 million households. Our net income in 03 was almost 350 million, should be approaching 400 million in 2004, hopefully significantly higher in 2005.

We have both a strong retail and a significant commercial franchise. We’ll get into more details on that. We bought some banks that have strong trust presence and we’ve grown that into a significant wealth management franchise, both trust and brokerage. And we’ve also been a significant buyer of insurance agencies.


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FINAL TRANSCRIPT

BNK — Banknorth Group Inc. at BancAnalysts Association of Boston Conference

As you know we’re today in all the New England states but Rhode Island. We also have a franchise in upstate New York, kind of along the Vermont border down to Albany. And we’re really in, you may say some slower growth states but all of the markets that we’re in are really growing very well. We’re in a lot of suburban areas, around metro Boston, around Hartford area that are really growing at quite significant rates.

I think we did a slide in one of our earlier presentations that shows that about 80% of our deposits are right near one of those metro areas in New England. We have the 400 branches, 537 ATMs. We have the number one dominant market share across Northern New England, so when you combine Maine, New Hampshire and Vermont, those are all in the 22% market share range.

When you come down into Massachusetts and Connecticut, those are really our growth areas. We have number five or six market share, 5 to 6% market share. And really the opportunity to continue to steal market share as we did several years ago in the markets that are now more mature.

As I mentioned, really the key we think to our success is our community-banking model. We have bank presidents in each state that are responsible for all the major decisions. And the theory really is to get the decision making as close to the customer as possible. The accountability in the local market that makes the employees feel empowered, that they can really make a difference for their customer. And that’s served us very well. We feel like we can react and make decisions quickly and that our customer service is superior to our competitors.

In terms of the product mix that we have, I think that our dominant niche is in the small to middle market commercial area. We’ve been very successful at buying retail franchises of many thrifts. And then introducing a very strong commercial own culture, hiring good lenders away from our competition.

I think that in a lot of cases, we’re seen as the employer of choice in the commercial lending market. And using that, those lenders bring in their portfolios so we continue to build market share. We also have a very strong credit culture that allows us to be very successful in assimilating those lenders and making sure that they’re making the right loans and not creating any problems for the company.

In terms of deposits, I think our strength really is as a core deposit gatherer. We got into the free checking business rather early on when we bought a family bank here in Massachusetts in 1997. We’ve really been pushing that product hard.

We also get quite a bit of deposit growth with the small and middle market commercial lending. So when you combined those two, we’re growing the demand accounts at strong double-digit rates, I think, north of 15% the last several quarters on a core basis excluding acquisitions. And then also strong money market and to a certain extent savings growth.

We have allowed the CDs and the residential mortgages that were part of the thrifts we bought. We’ve allowed those to run down, as we don’t see that as a real critical part of our strengthening the company on a going forward basis.

In each case we really emphasized cross sale. We think that the relationship driven model that we have really helps us on the cross sale side. And we’ve been very successful at selling other services, insurance investments, leasing, those kinds of things.

Comment to your topic today, is scale important? We certainly think that it is. Acquisitions have been an intrical part of the operation of our bank. As Kevin said and Bill Ryan always said, it was an easy decision when we were a two billion dollar bank in Maine, coming out of the credit crises of the late 80s that we really didn’t have a decision to make. We had to get out of Maine. We had to grow. And I think by being forced into that we created a core competency in acquisitions that served us well. We’ve since done 24 acquisitions. I joined the bank in 97. We were about six billion dollars then. We’ll be 30 by year-end. So 500% growth in that seven years is pretty dramatic.

Our model is very simple. We want to make sure that all the acquisitions are accretive in year one, the earnings per share. We don’t assume any revenue enhancements for the external model. Obviously we work very hard to get revenue synergies in year two and three as the acquisitions roll along. And we’ve stuck to that. I think the discipline is really the key. You want to make sure that you don’t give up what you’ve earned, the trust that we’ve earned with you all that we’re going to make accretive deals over time. So we’re very focused on not making what Bill calls strategic acquisitions that are going to be diluted in the near term.

The focus in the last couple years has been Massachusetts and Connecticut. We’ve built really a pretty solid franchise around the Hartford area down to New Haven. We’re going to continue to expand that. We’ve bought a number of banks here in Massachusetts. We now have very strong market share in Essex County and the North Shore. Cape Cod in the Worster area and in a lot of the areas of the state that are growing very quickly.

As we’ve done that we’ve been able to maintain and in fact enhance our profitability over the years. We’ve had ten straight years of operating earnings growth, earnings per share growth, very strong profitability. We like to look at the cash ratios. It’s not that we don’t think that the reported ratios are important.

But I think when you’re comparing us to other banks that haven’t bought companies as quickly, it’s not as good a comparison. So I think when you’re trying to compare us to other banks, we think the cash ratios are the best measure. We are generating about a 27% cash ROE right now, so we’re generating a lot of capital.


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FINAL TRANSCRIPT

BNK — Banknorth Group Inc. at BancAnalysts Association of Boston Conference

We only have about a 35% dividend ratio, and a 50% cash efficiency ratio. I think you’ll see as we go through the slide on efficiency ratio that as we have achieved scale, we’ve been able to become a more efficient organization.

And a lot of people ask us how we do that or why that is because if you look at different size banks and different niches, you’d probably say, well size really doesn’t matter in terms of efficiency. The biggest banks aren’t the most efficient banks. But we like to think that as an active acquirer, doing a lot of small acquisitions, not only do we get the savings as we displace the existing management and we combine the back offices and what not. But I think it also gives us an opportunity to re-examine our cost structure on almost a constant basis.

We’re always doing the modeling to make sure the acquisitions work. And in that way I think we have a very efficient back office. We haven’t run into a lot the issues that banks have where the check volume is going down as debit card volume is going up. Since we’re constantly buying, our check volume has been going up even though on a per branch or per account basis it’s been going down.

Over time we’ve also been able to show consistent, strong core loan and deposit growth. I think we’ve talked about the model both on the commercial loan side. On the consumer loan side we really focus on two products, home equity, which a lot of banks have shown good growth with and indirect auto portfolio that we think is a very good one.

On the deposit side we talked about our emphasis on the small middle market commercial and on the simply free checking, that’s really where we focused 90% of our effort.

In terms of fee income, we target about 30% of total revenue or a little bit south of that right now. But I think the key to us is to have the right kind of fee income. A few years ago some of you probably remember, maybe it’s more than a few now, we had a very big correspondent mortgage banking operation.

We really weren’t comfortable with the risk in that operation and exited that business. And I think that what we focused on our businesses that we feel that we can manage well and that are going to give us a consistent returns over time. So the insurance agency business, we don’t take any underwriting risk. The trust business is really a recurring fee business. The investment planning brokerage business and obviously getting strong fees out of our commercial and our retail franchise.

Asset quality, I think, is probably the area that we differentiated ourselves from our peers most. I think you saw that probably more starkly a couple years ago than you do today. But I’ll show you a few slides on that.

What do all those numbers look like in graphical form? You can see very consistent earnings per share growth over the years both on a GAAP basis and excluding merger charges. Excluding merger charges that comes to a compound annual grow rate through 2003 of about 10.2%, so very strong, very consistent earnings per share growth over time.

You can see that, even though we’ve done all these acquisitions, our loan growth, our deposit growth, has been very consistent over time. Obviously those numbers are helped a little bit by the acquisitions. But in each of the acquisitions that we do, we typically run off the very significant portion of the residential mortgages and the CDs. So there’s a lot of core growth built into those compound annual growth rates of 13 plus percent on both the loan and deposit side.

You can see that both non-interest income has continued to grow well excluding securities gains that’s grown pretty much consistently with the balance sheet at about 13.5% compound annual growth rate. And I think the efficiency ratio is probably the strongest story here. If you look at a lot of banks, were able to improve their efficiency ratio say three to five years ago. But very few banks have been able to show consistent lowering of the efficiency ratio like Banknorth has. And I think they’ll continue to over time. And I think that again plays to the scale questions.

In terms of asset quality, this next graph is a little misleading. It doesn’t look too impressive. Basically our MPAs have been flat for the last five years. But when you figure in there that we’ve grown our footings about 60% during that period of time I think you’ll see that they’re very impressive numbers.

And I think also if you look at our asset mix there’s a lot of thrifts that can show these kinds of numbers. But very few banks that have very significant commercial owned portfolios that can consistently over time show both the low level of non-performing assets and also the very low level of net charge elsewhere. We’re averaging about 19 to 20 basis points of net charge also over the last several quarters so our asset quality has been very strong.

And then of course the graph that you all care about and I care about as well, how Banknorth stock has performed over the last five years. And you can see that we’ve consistently outperformed both the peer index, the NASDAQ and the Keef (ph) Bank Index.

So having given you a little bit background on Banknorth, I’ll leave some time for questions at the end. And I’ll turn it over to Peter, who’s going to talk about the future of TD.

Peter?

Peter Verrill — Banknorth Group Inc. — SVP and COO


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FINAL TRANSCRIPT

BNK — Banknorth Group Inc. at BancAnalysts Association of Boston Conference

Thank you Steve and thank you for having us here today. Steve talked a little bit about the significance and importance of scale in our success in the past. And we firmly believe that scale is going to continue to be an important factor in the ability of Banknorth, in fact any financial institution to continue to grow.

So that sort of leads us into why TD and before I get into why TD, I thought we’d talk a little bit about who TD is. Toronto Dominion Bank is the third largest bank in Canada. I think many of you know that the Canadian banking scene is a very consolidated banking scene. There are essentially five banks that control all of the banking assets in Canada. TD is the third largest in terms of market cap at 21 billion dollars, U.S. dollars in market cap. And about 239 billion dollars in total footings.

They essentially have three main segments, three main lines of business. Personnel and commercial banking which is run under the name TD Canada Trust. That produces about almost two thirds of their income. They have the number one market share in many of the retail products throughout Canada, serving over 10 million customers. That’s kind of impressive when you realize there’s only about 30 million people in all of Canada.

Their second line of business is wealth management that is managed under the name TD Waterhouse, they have about almost 100 billion dollars of assets under management today. TD Waterhouse in Canada is the largest number one discount brokerage firm and in America they have the top five discount brokerage firm in TD Waterhouse in the United States. That generates about 14 to 15% of their net income.

And finally the third line of business surrounds wholesale banking which is run under the name TD Securities. They are the leading Canadian full service corporate and investment bank. This generates a little bit over 20% of their income but has been declining over the last few years. That use to be a much more significant piece of their business but the personnel and commercial banking has in the last couple years overtaken the growth there.

The fourth line of business, which is not here, will become the U.S. banking piece, which will be Banknorth.

This just graphically shows the impact of their lines of business in terms of percentage of net income and the impact that Banknorth will have on them on a proforma basis.

A little bit about the transaction. I think perhaps all of you have some background and knowledge about the transaction. But essentially TD will be acquiring 51% of Banknorth. And the way that that will occur is that for each share of Banknorth stock that a shareholder currently owns, that will be traded in and in turn they will receive .2351 shares of TD stock. That’s a fixed exchange ratio, which has been fortunate as I’ll show you in a few moments, $12.24 in cash and .49 shares of continuing Banknorth stock.

At the time that we announced this back in August, the 51% had a value of 40 dollars that was based on the average closing price of $34.71 of TD at that time. I think that averages over a ten-day period if I remember correctly. Since that point in time TD stock prices actually have risen quite a bit. And I haven’t seen it today but yesterday they were trading in excess of 40 dollars per share, so that equates to almost $42.50 of value, because of the fixed exchange ratio.

Now the TD stock has gone up for a couple reasons. One is all Canadian bank stocks have gone up over the last couple months because of their strong performance. And secondly because of their favorable exchange ratio. So the 51% that would be acquired by TD has a value turn in excess of 42 dollars.

The pricing at the time of announcement equated to 17.2 times current earnings and 15.6 times forward earnings. So pretty good multiples, 2.6 times book value. Subject to the traditional approval process, we have filed an S4 registration statement with the SEC. We’re awaiting their full review comments, which we are hoping to get any day now. And then it is our hope to be able to hold a shareholder meeting before year-end and have a closing in February of 2005.

We will run under the name TD Banknorth. And the agreement that we have with them also stipulates that any expansion of banking in the United States will be done through Banknorth. So we are going to be their exclusive vehicle for expansion in the United States. Ed Clark the CEO has publicly stated that it is his long-term goal for the Banknorth to be in the top 20 banks in the United States. And we’re going to be the vehicle by which hopefully that will be accomplished.

Corporate governance, I won’t spend too much time here, other than to say the importance of this transaction to TD is significant. To a large extent, their success is going to depend upon our success. So it’s been structured in a way to allow us, us being Banknorth management and directors, to continue to run this company.

They have learned through observation and also they had previously owned a savings and loan in upstate New York several years ago, that they really don’t know how to run a U.S. banking company. So when they went out looking for someone to be their vehicle for expansion they looked for a team that had a proven track record, a very strong management team and they made sure that we’re tied into the company for a period of years.

They will add directors to Banknorth and a majority shareholder obviously they have to have some control over what takes place at the board level. So any board action will require both the affirmed vote of our directors and their directors.


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FINAL TRANSCRIPT

BNK — Banknorth Group Inc. at BancAnalysts Association of Boston Conference

The agreement also allows Toronto Dominion to increase their 51% ownership to 66 and two thirds and that can be done through a number of ways. They can actually go out in the open market and purchase that stock the day after the deal is accomplished. If we need to raise capital, they can participate, in fact they have first refusal to participate in that. And most likely the increase in ownership would be done through their participation in our acquisitions of additional companies here in the United States.

They also have the right obviously to acquire the remaining 33.3% minority ownership but there are some stipulations to that as well. In the first two years they are not allowed to make an offer for the remaining one third unless the independent directors of Banknorth approach them. By independent, I mean the non-TD directors. During the next several years, year three through five, it can only be accomplished if the independent directors of Banknorth as well as the minority shareholders approve the transaction.

After five years they will have the right to go out to shareholders and or the independent directors for approval to purchase the remaining 33.3% ownership interest.

It will be in their interest to acquire the remaining minority ownership over a reasonable period of time.

We believe this is a winning proposition for many reasons. In terms of our shareholders, first of all we think the shareholders are getting a very significant and important premium for the 51% that is being sold today. It shows here 40 dollars but in fact as of today it’s almost $42.50 in value. And we believe an opportunity for a substantial premium for the remaining 49% and in a moment I’ll show you a graph which will give you some historical perspective on why we believe that.

At the same time the company will continue to maintain its community bank and model which has been as Steve showed earlier quite successful. We’re not going to change the way we do business. We’re going to continue exactly the same things we did.

Obviously with TD we have the ability to be able to leverage some of the additional capital capacity that TD brings to the table. And perhaps even leverage some of our products and services with some of their products and services that we haven’t got today.

So with the combination of our successful model and the ability to leverage some of the things that TD does, we believe that’s going to create additional value down the road.

We believe their cultural fit and their strategy will fit with Banknorth is very strong and is going to allow us to continue to run the business.

Over the last several months we’ve got to know their key management people and we’re very impressed with them. We’re also very impressed with their coming forth and doing what they said they were going to do.

They have been very straightforward with us. There has been no curve balls or hidden agendas with any of their people and they’ve been trying to do everything they can to make us successful. In fact Ed Clark has stated publicly, several times, that his job is on the line here. If this acquisition is not successful, his job is gone. So he’s going to do everything he can to make sure that we’re successful because if we’re successful, TD is successful.

This is the schedule I had referred to earlier. There really have been only three transactions that we’re aware of that have similar characteristics to the TD Banknorth in which a less than 100% ownership occurred initially and then the remaining minority was bought out. The three, BNP Paribus’ purchase of Bankwest, the Allied Irish acquisition of First Maryland and HSBC’s acquisition of Marine Midland.

There’s no guarantee that history’s going to repeat here but at least in these three examples and the only examples that we’re aware of, there has been a significant premium for the buyer to minority interest. And the number I focus in on is the 28.1% that’s adjusted to take into account the difference in stock price of the individual banks relative to the NASDAQ index.

If you look just at the one-day premiums their much higher but I think the 28% is more reflective of what actually had occurred. Again there’s no guarantee that that’s going to happen with Banknorth but we think the potential for a significant premium. If we continue to do the things we’ve always done and done well, we’ll continue to be great.

Again I talked about the cultural and strategic fit with TD. The improved capital flexibility as I mentioned they generate excess of 1.2 billion dollars in excess capital per year. They really have no place to put that, the only other thing they could do would be to buy back their shares and Ed Clark has stated that that is not the way he wants to run a business. He said you could get anyone in here to do that. He said, I’m here to provide opportunities for greater growth and long term growth than just buy-back shares.

And they don’t have the ability in Canada to grow. As I said, with Canadian laws they can’t consolidate any further so they have to look south of the border for that growth. And they do have a commitment to that growth.

Why do we feel that this is in the best interest of our Banknorth shareholders? Again we think for the 51% that is being acquired today, it provides a very significant premium. Secondly it also provides a significant increase in the dividend premium.

We also believe that this the vehicle by which our shareholders can continue to participate in the growth of banking in the United States. And hopefully, and we feel fairly confident that will be


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FINAL TRANSCRIPT

BNK — Banknorth Group Inc. at BancAnalysts Association of Boston Conference

another significant premium as TD acquires the remaining minority interest.

So Banknorth really isn’t going to change a lot. We’re going to continue to focus on the same things we’ve always done only more so. We’re going to focus on the fundamentals as Steve talked about that gave us that success over the last ten years. We’re going to continue to grow our deposits, our commercial and consumer loans. We’re going to continue the acquisition strategy that we’ve had in place.

The acquisition strategy has allowed us to expand our footprint from originally just the state of Maine to northern New England to all of New England and with TD we believe that we can begin to expand that outside of New England as well. It doesn’t mean we’re going to abandon New England but it does mean it does give us the opportunity to look for opportunities outside of New England.

The acquisition of BostonFed that Steven mentioned, we have received I think all of our approvals now except for the state of Massachusetts. The hearing I think was today on that. And we anticipate that to close in January of next year.

It’s the same management team, the same set of directors that have brought us to where we are today, are going to be the same people who bring us to the next level of success. So at that point I think I’ll stop and see if we might have some questions Kevin.

Yes?

QUESTION AND ANSWER

Unidentified Speaker

Can you comment on any synergies involved?

Peter Verrill — Banknorth Group Inc. — SVP and COO

Yeah, in fact, the deal was not predicated on the fact there were going to be any revenue enhancements or cost synergies. But we’re in the process now of working together with TD to identify a certain level of synergies both on cost and revenue side. And that’s one area that perhaps we do believe that they can help us with some of our more significant commercial customers, bring some products and services that we currently don’t have the ability to do that.

So the answer is yes, but we haven’t specifically quantified what that opportunity is going to be today. We hope to in the next couple months, around year end or the first of the year begin to be able to come out and publicly talk a little bit about some of the revenue synergies and cost containment issues that we have identified.

But they do have a global market that we are not participating in right now and occasionally we have customers who need that type of product and service and we can’t address it so that will be a positive.

Jim?

Jim Ackor — RBC Capital Markets — Analyst

Can you comment on the use of TD as part of the Banknorth name?

Peter Verrill — Banknorth Group Inc. — SVP and COO

Good question. Did everyone hear the question? The question surrounded the branding name. Over the last year or two we have been putting a lot of effort together to get the name Banknorth out in front of people. Now what will the impact be with TD in front of that?

A couple points, Jim. The first is that we were going to begin in January to extend the Banknorth name to all of our franchises. Currently as you probably know, the Banknorth name is not used throughout the entire franchise, for instance in the state of Maine, it’s People’s Heritage Bank, in New Hampshire it’s Bank New Hampshire etceteras. So the effort that we’re going do there now is going to be TD Banknorth.


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FINAL TRANSCRIPT

BNK — Banknorth Group Inc. at BancAnalysts Association of Boston Conference

We think first of all in talking with our customers on the commercial side, that’s been a very positive influence because what they see with the TD in front of that is the capability of being able to bring some additional products and services and might to our product base.

On the retailer side we’re not quite sure what the reaction is going to be on that. Obviously, there are going to be a lot of players out there who are going to say, okay they’re no longer the local bank and it’s going to be on our shoulders to prove that in fact, yes we are continuing to be the local bank.

We’re the same people out there. There is no change in people. No change in the way we handle our community banking model. So I think that will take a little bit of time on the retail side but on the commercial side it has already come out as a very plus. And we think it’s going to be a positive.

Unidentified Speaker

(off-mic)

Peter Verrill - Banknorth Group Inc. — SVP and COO

Bank who? (laughing)

Unidentified Speaker

Can you comment on Bank of America as a competitor?

Peter Verrill - Banknorth Group Inc. — SVP and COO

No question. We believe that Bank of America is going to be a very strong competitor. I don’t think this comes as a shock to many of you out there. Fleet really wasn’t that difficult a competitor. And I don’t say that in a bad way, it’s just they didn’t focus on the same type of customer base that we did. They were not retail oriented. They were mostly larger commercial based. I’m sure this is going to come back to haunt me some way, but I’m trying to get out of this gracefully and I’m not doing it.

But we do believe that Bank of America is going to be much stronger retail focused institution. We also believe that in the short term the next year of two there’s going to be a lot of disruption as they go through the integration process and put out the new checking accounts and stuff like that.

And so there will be a period of time in which we think we can gain market share. But long term, they’re going to be a much stronger competitor. And that’s one of the reasons why we believe the partnership with TD hopefully will allow us to provide some of the things that before hand we could not provide to compete against the Bank of America. So within two years we hope to be able to compete against some of the things that we couldn’t today.

Unidentified Speaker

Why do you think you can compete in the Metro NY market?

Peter Verrill — Banknorth Group Inc. — SVP and COO

That’s a very good question. The question for those of you who perhaps didn’t hear it was, how were we going to be able to compete and be successful in markets outside of New England and particularly metro New York City?

Well first of all I guess I would say that we are not committed to metro New York City or any other specific area. I think what Bill was trying to state was the New England opportunities are becoming less and less. And that in order for us to be able to grow, we’re going to have to look for opportunities outside of New England, which may include metro New York City, it may include New Jersey, Pennsylvania.

I think the community-banking model can be successful wherever you bring it. It’s how you implement it and the people you use to implement it. So I’m not too concerned about us being able to be successful. There will be new challenges and if we go into a new market I think it will be very important for us to retain whoever we acquire their relationship people because all we’re buying when we buy a company is we’re buying the people and their relationships.

And so to us that’s what’s important. If we can do that and bring the culture that we have in terms of the dedication, focus and service and customers then I think we can be successful, whether it’s metropolitan New York City or New Jersey or wherever it might be.

Thank you very much. We appreciate it.


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FINAL TRANSCRIPT

BNK — Banknorth Group Inc. at BancAnalysts Association of Boston Conference

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