Corporate Governance | Committee Composition | Corporate Governance Guidelines | Code of Conduct and Ethics| Introduction In order to assure the proper and ethical performance of its business and to maintain the confidence of the public and the customers of TD Banknorth Inc. ("TD Banknorth") and its subsidiaries, all Directors, Officers and Employees of TD Banknorth, its agents and attorneys, are expected to maintain high standards of honesty, integrity, confidentiality, impartiality and conduct, and to avoid misconduct and conflicts of interest and the appearance of conflicts of interest. TD Bank Financial Group ("TDBFG") has established and adopted a Code of Conduct and Ethics for Employees and Directors of TDBFG (the "TDBFG Code"), which applies to every employee and director of TDBFG and of all TDBFG wholly-owned subsidiaries around the world. The Board of Directors of TD Banknorth has established and adopted this U.S. Code of Conduct and Ethics (the "Code") which sets forth certain specialized rules for business conduct and guidelines in the United States for persons employed by TD Banknorth and its subsidiaries and Directors of TD Banknorth and its subsidiaries. This Code applies to TD Banknorth and all of its banking and non-banking subsidiaries. This Code supersedes any prior codes or policies and supplements the TDBFG Code of Conduct and Ethics. To the extent there are any inconsistencies between this Code and the TDBFG Code, this Code shall control. Any violation of this Code or the TDBFG Code by any Director or Employee may result in disciplinary action, including discharge. A written code cannot answer all questions raised in the context of business relationships; therefore, Directors and Employees are expected to recognize and respond to specific situations as they arise. In questionable situations, Employees are required to discuss the matter with their superiors. Directors should discuss the matter with the Chairman of the Board. For the Board of Directors of TD Banknorth Inc.
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