Charter of the Audit Committee of the Board of Directors of TD Banknorth Inc.

The Audit Committee (the "Committee") is appointed by the Board of Directors of TD Banknorth Inc. (the "Company") to assist the Board in fulfilling its oversight responsibilities. The primary duties and responsibilities of the Committee are to:

• monitor the integrity of the Company's consolidated financial statements, financial reporting process and systems of internal controls regarding finance and accounting and the Company's compliance with legal and regulatory requirements;
• appoint, compensate and monitor the qualifications, independence and performance of the Company's independent auditors, as well as monitor the performance of the Company's internal audit department; and
• provide an avenue of communication among the independent auditors, management, the internal audit department and the Board of Directors.

II. COMPOSITION AND OPERATIONS

A. Composition

1. The Committee shall consist of at least three directors. Members of the Committee shall be appointed annually by the Board, subject to removal at any time by the Board. The Board shall designate one committee member as Chair of the Committee.

2. Each Committee member shall meet the independence and experience requirements of 12 C.F.R. §363.5 promulgated by the Federal Deposit Insurance Corporation. No Committee member shall be a "large customer" of TD Banknorth, N.A., as defined in 12 C.F.R. § 363.5(b).

3. All members of the Committee shall have a basic understanding of finance and accounting and the regulatory requirements of the Company's industry and be able to read and understand fundamental financial statements.

4. At least two members of the Committee shall have banking or related financial management expertise.

5. Annually, the Board shall determine if Committee members are independent and have the requisite expertise.

1. The Committee shall meet at least four times annually – in February, April, August and October – or more frequently as circumstances dictate. If the Committee Chair is not present, the members of the Committee may designate a Chair by majority vote of the Committee membership. Meetings shall be of sufficient duration and scheduled at such times as the Committee deems appropriate to discharge properly its responsibilities. The Committee may ask members of management or others to attend meetings or portions thereof and provide pertinent information as necessary. The Committee shall maintain minutes of its meetings.

2. At each meeting of its members, the Committee shall meet privately in executive session with the director of the internal audit department to discuss any matters that the Committee or the internal audit department believes should be discussed. The Committee shall meet in executive session with the independent auditors at least quarterly to review the performance and effectiveness of the internal audit department and to discuss any matters that the Committee or the independent auditors believes should be discussed.

3. The Committee may form and delegate to one or more subcommittees all or any portion of the Committee's authority, duties and responsibilities, and may establish such rules as it determines necessary or appropriate to conduct its business.

4. The Committee shall have direct access to, and complete and open communication with, the Company's management, internal audit department and independent auditors and may obtain advice and assistance from internal legal, accounting or other advisors. The Committee may retain independent legal, accounting or other advisors. The Committee shall have authority to perform or supervise investigations, and the Company shall provide for appropriate funding, as determined by the Committee, for the payment of expenses related to any such investigation.

5. The Company shall provide for appropriate funding, as determined by the Committee, for the payment of (i) compensation to the independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services or other permitted services for the Company; (ii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties and responsibilities; and (iii) compensation to any independent legal, accounting or other advisor retained by the Committee.

6. All decisions of the Committee shall require the affirmative vote of a majority of the directors then serving on the Committee and in attendance at the meeting.

7. Compensation for service on the Committee shall be established by the full Board based on the recommendations of the Human Resources and Compensation Committee.

A. Oversight of the Financial Statements, Audit and Disclosure

1. Review the Company's audited annual financial statements prior to their filing or distribution. Review should include discussion with management and the independent auditors significant issues regarding accounting principles, practices and judgments.

2. Review with management and the independent auditors the management report required by 12 C.F.R. §363.2(b) and the basis therefor, as well as the reports of the independent auditors required by 12 C.F.R. §363.3(a) and (b).

3. Discuss with management and the independent auditors significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any significant changes in the Company's selection or application of accounting principles and whether the accounting principles adopted by the Company are common practices or minority practices.

4. Review and discuss on a quarterly and annual basis with the independent auditors (i) all critical accounting policies and practices used in preparing the Company's consolidated financial statements; (ii) all alternative treatments of financial information under GAAP that have been discussed with management, ramifications of the use of such alternative treatments and the treatment preferred by the independent auditors; and (iii) other material written communications between the independent auditors and management of the Company, such as any management letter or schedule of unadjusted differences.

5. Review with management, the independent auditors and the internal audit department their assessments of the adequacy of internal controls, and the resolution of identified material weaknesses and reportable conditions in internal controls, including the prevention or detection of management override or compromise of the internal control system.

6. Review significant findings prepared by the independent auditors and the internal audit department together with management's responses thereto.

7. Discuss with the independent auditors the information required to be communicated by the independent auditors in accordance with Statement of Accounting Standards No. 61 – Communication with Audit Committees, including any difficulties encountered in the course of audit work, any restrictions on the scope of activities or access to requested information and any significant disagreements with management.

8. Discuss with management any significant disagreements between management and the independent auditors regarding financial reporting.

1. Discuss with management the selection and termination of the Company's independent auditors for the purpose of preparing or issuing an audit report or performing other audit, review and attestation services.

2. Preapprove all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditors, subject to the de minimis exception for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Committee prior to the completion of the audit. The Committee may form and delegate authority to subcommittees consisting of one or more members of the Committee the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the full Committee at its next scheduled meeting.

3. Evaluate the independence of the independent auditors by, at least annually, ensuring that the independent auditors submit to the Committee for its review and evaluation a formal written statement from the independent auditors delineating all relationships between the firm and the Company, consistent with Independence Standards Board Standard 1. Review and discuss with the independent auditors all significant relationships, services or other information that may impact the objectivity and independence of the independent auditors.

4. Obtain, review and evaluate, at least annually, a formal report from the independent auditors describing the firm's internal quality-control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years regarding any independent audit carried out by the firm, and any steps taken by the firm to deal with any such issues.

5. Review the independent auditor's annual audit plan, including without limitation the scope, staffing, locations, degree of reliance upon management and internal audit and the general audit approach.

1. Review at least annually the budget, plan activities, organizational structure and qualifications of the internal audit department, which shall be responsible to senior management but have a direct reporting responsibility to the Board of Directors through the Committee.

2. Review the appointment, performance and replacement of the director of the internal audit department.

3. Review the significant reports prepared by the internal audit department together with management's response and follow-up to these reports.

4. Discuss, as appropriate, the adequacy of the Company's internal controls with the internal audit department, the independent auditors and management, including without limitation reports from the Chief Executive Officer or the Chief Financial Officer regarding significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting or any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls. Review and discuss, as appropriate, any major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies.

5. Review and discuss with management, the internal audit department and the independent auditors management's annual report on the Company's internal control over financial reporting and the independent auditors' attestation report regarding management's report.

6. Review the annual plan and scope of work of the internal audit department.

1. Review at least annually with the Company's General Counsel, or appropriate delegates, any legal matters that could have a significant impact on the Company's financial statements or the Company's compliance with applicable laws and regulations, as well as any communications with regulatory authorities which raise material issues regarding the same. Review with management and the independent auditors the Company's compliance with laws and regulations.

2. Obtain, review and evaluate reports from management with respect to the Company's policies and procedures regarding compliance with applicable legal and regulatory requirements and the Company's Code of Conduct and Ethics.

3. Review regulatory reports and examinations together with management's responses and follow-up to these reports and examinations.

1. Review and assess annually the performance of the Committee and report the results to the Board.

2. Review and assess annually the adequacy of this Charter and, if appropriate, recommend changes to the Charter to the Board.

1. Report to the Board of Directors on a periodic basis on the significant results of the Committee's activities.

2. Perform any other activities consistent with this Charter, the Company's bylaws and applicable laws and regulations as the Committee or the Board deems necessary or appropriate.