UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)

July 11, 2005

HUDSON UNITED BANCORP

(Exact Name of Registrant as Specified in Charter)

New Jersey		1-08660			22-2405746
(State or Other Jurisdiction of Incorporation)		(Commission File Number)			(I.R.S. Employer Identification Number)

1000 MacArthur Boulevard, Mahwah, New Jersey				07430
	(Address of Principal Executive Offices)		(ZipCode)

Registrant’s telephone number, including area code

(201) 236-2600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ýo Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

OnAmendment ~~July~~Number ~~11,~~One ~~2005,~~to Hudson United Bancorp ~~(“Hudson”) entered into an Agreement and Plan of Merger with TD Banknorth, Inc. (“TD Banknorth”), a Delaware corporation and a majority-owned subsidiary of The~~Severance ~~Toronto-Dominion Bank, a Canadian-chartered bank, and solely with respect to Article X thereof, The Toronto-Dominion Bank (the “Merger Agreement”).~~ Plan

On July 11, 2005, ~~Under~~Hudson ~~the~~United ~~terms~~Bancorp of("Hudson") ~~the~~approved Amendment ~~Merger~~Number ~~Agreement,~~One to Hudson ~~shareholders~~United ~~will~~Bancorp ~~have~~Severance Plan (the ~~right,~~“Amendment”) which ~~subject~~is intended to ~~proration,~~substantially toenhance ~~elect~~severance topayments ~~receive~~for ~~cash~~many ~~and/or~~employees. The TDAmendment ~~Banknorth~~inserts ~~common~~certain ~~stock~~definitions, including for “Change in ~~either~~Control” which ~~case~~is ~~having~~defined as “a ~~value~~change ~~equal~~in tothe ~~$21.07~~ownership ~~plus~~of the ~~product~~Company, a change in the effective control of ~~0.7247~~the ~~times~~Company or a change in the ~~average~~ownership ~~closing~~of ~~price~~a substantial portion of the assets of the TDCompany ~~Banknorth~~as ~~common~~provided ~~stock~~under ~~during~~Section a409A ~~ten~~of the Code, as amended from time to time, and any Internal Revenue Service guidance, including Notice 2005-~~trading~~1, ~~day~~and regulations ~~period~~issued ~~ending~~in onconnection with Section 409A of the ~~fifth~~Code.” ~~trading~~The ~~day~~Amendment further ~~before~~provides that participants in the ~~closing~~Severance ~~date.~~Plan ~~Based~~will ~~upon~~be entitled to Severance Pay (as defined in the ~~closing~~Amendment) ~~stock~~if ~~price~~the participant’s employment is terminated before or within 12 months after a Change in Control due to the involuntary conversion of TDa full-time ~~Banknorth~~position oninto ~~July~~a 11part-time position, ~~2005~~a reduction in force or certain other involuntary terminations. In addition, the ~~deal~~Amendment isdefines the Severance Pay as follows, ~~valued~~non-officers atwould ~~$42.78~~receive ~~per~~between ~~share~~12 and 26 weeks of base salary depending on years of service, officers through the ~~aggregate~~Vice ~~merger~~President ~~consideration~~level would receive between 12 and 32 weeks of ~~$1.9~~base ~~billion~~salary ~~consists~~depending on years of ~~approximately~~service, ~~51% TD~~Senior ~~Banknorth~~Vice ~~common~~Presidents ~~stock~~would receive between 39 and ~~49%~~52 ~~cash.~~weeks ~~The~~of ~~cash~~base ~~for~~salary ~~the~~depending ~~transaction~~on ~~will~~years beof ~~financed~~service, ~~through~~First TDSenior ~~Banknorth’s~~Vice ~~sale~~Presidents would receive 52 weeks of ~~approximately~~base ~~29.6~~salary ~~million~~and Executive Vice Presidents and the Chairman, ~~shares~~President and CEO would receive 52 weeks of TDbase ~~Banknorth~~salary ~~common~~and ~~stock~~bonus up to TDa ~~Banknorth’s~~maximum ~~majority~~of ~~stockholder,~~two times base salary. The ~~Toronto-Dominion~~Amendment ~~Bank~~requires Executive Vice Presidents and the Chairman, President atand CEO to execute a ~~price~~non-competition and non-solicitation arrangement for a period of ~~$31.79~~two ~~per~~years ~~share~~in order to receive Severance Pay.

~~Consummation~~Director ofSeverance the merger of Hudson and TD Banknorth (the “Merger”) is subject to a number of customary conditions, including, but not limited to (i) the approval of the Merger Agreement by the shareholders of Hudson and TD Banknorth and (ii) the receipt of requisite regulatory approvals of the Merger and the proposed merger of Hudson’s banking subsidiary, Hudson United Bank, with and into TD Banknorth’s banking subsidiary, TD Banknorth, N.A., immediately following consummation of the Merger.Plan

AOn ~~copy~~July 11, 2005, in recognition of the ~~joint~~extensive ~~press~~time ~~release~~and education ~~issued~~demands on ~~July~~its ~~12,~~directors ~~2005~~and isthe ~~attached~~fact tothat ~~this~~Hudson ~~Current~~and ~~Report~~its assubsidiaries have ~~Exhibit~~no ~~99.1~~retirement ~~and~~plan isor ~~incorporated~~benefits ~~herein~~for byits ~~reference~~directors, Hudson adopted the Hudson United Bancorp Director Severance Plan (the "Director Severance Plan").

~~Additional~~Under ~~Information~~the ~~About~~Director Severance Plan, a director of Hudson United Bancorp who served on the ~~Transaction~~Board of Hudson United Bancorp on or after July 1, 2005, who has served more than 12 months on the Board of Directors of Hudson United Bancorp, and who ceases to be a director of Hudson United Bancorp for any reason whatsoever (other than a removal for cause involving a breach of the Hudson United Bancorp Code of Conduct), shall be entitled to be paid, within 10 business days following termination of service, a lump sum amount equal to the fees paid in the calendar year immediately prior to termination. The Director Severance Plan may be amended or terminated at any time by the vote of two-thirds of all the directors then in office. The Director Severance Plan is administered by the Board of Directors of Hudson United Bancorp. The foregoing summary is subject in all respects to the actual terms of the Director Severance Plan, a copy of which is attached as an exhibit to this Form 8-K.

~~The~~Restricted ~~press~~Stock ~~release~~Award included as Exhibit 99.1 may be deemed to be solicitation material in respect of the proposed merger of TD Banknorth and Hudson United. In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. Shareholders of TD Banknorth and shareholders of Hudson United are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the joint proxy statement/prospectus that will be part of the registration statement, because they will contain important information about the proposed merger. The final joint proxy statement/prospectus will be mailed to shareholders of TD Banknorth and shareholders of Hudson United. Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov, from TD Banknorth, Two Portland Square, P.O. Box 9540, Portland, Maine 04112-9540, Attention: Investor Relations, or from Hudson United, 1000 MacArthur Boulevard, Mahwah, New Jersey 07430, Attention: Investor Relations. Agreements

TDOn ~~Banknorth~~July 12, 2005, Hudson ~~United~~entered into ~~and~~Restricted ~~their~~Stock ~~respective~~Award ~~directors~~Agreements ~~and~~(the ~~executive~~"Award ~~officers~~Agreements") ~~and~~with ~~other~~Kenneth ~~members~~T. Neilson, ofThomas ~~management~~J. Shara and Thomas ~~employees~~R. ~~may~~Nelson be(the "Executives"). ~~deemed~~In toaccordance ~~participate~~with inthe Award Agreements, the ~~solicitation~~Executives ofwere awarded ~~proxies~~40,000, in9,000 ~~respect~~and 9,000 shares of ~~the~~restricted ~~proposed~~stock, ~~transaction~~respectively. The ~~Information~~restricted ~~regarding~~stock TDvests ~~Banknorth’s~~on ~~directors~~July ~~and~~14, ~~executive~~2006. ~~officers~~Dividends iswill ~~available~~accrue inon TDunvested restricted ~~Banknorth’s~~stock ~~proxy~~and ~~statement~~will ~~for~~be ~~its~~paid ~~2005~~upon ~~annual~~the ~~meeting~~vesting of ~~shareholders,~~such ~~which~~restricted ~~was~~stock. Dividends ~~filed~~related ~~with~~to ~~the~~any ~~SEC~~forfeited onrestricted ~~April~~stock ~~20,~~will ~~2005,~~also ~~and~~be ~~information~~forfeited. ~~regarding~~The ~~Hudson~~restricted ~~United’s~~stock ~~directors~~vests ~~and~~upon ~~executive~~a ~~officers~~change ~~is available~~ in ~~Hudson~~control, ~~United’s~~termination ~~proxy~~of ~~statement~~employment ~~for~~due to ~~its~~death ~~2005~~or ~~annual meeting of shareholders~~disability, ~~which~~retirement ~~was~~on ~~filed~~any ~~with~~date ~~the~~on ~~SEC~~or onafter ~~March~~January 231, ~~2005.~~2006 ~~Additional~~or ~~information~~termination ~~regarding~~without ~~the~~Cause ~~interests~~(as ~~of such~~defined ~~potential participants will be included~~ in the ~~joint~~Award Agreements) ~~proxy~~and ~~statement/prospectus~~is ~~and~~forfeited ~~the~~upon any other ~~relevant~~termination ~~documents~~of ~~filed~~employment ~~with~~including retirement ~~the~~before ~~SEC~~January ~~when~~1, ~~they~~2006 ~~become~~without ~~available~~Company consent.

Item 9.01 Financial Statements and Exhibits

2.1		Agreement and Plan of Merger, dated as of July 11, 2005, among Hudson, TD
10.1		Hudson United Bancorp Director Severance Plan
		Banknorth and, solely with respect to Article X of the Agreement, The Toronto-
10.2		Amendment Number One to Hudson United Bancorp Severance Plan, dated July 11, 2005
		Dominion Bank*
99.1		Press Release, dated July 12, 2005, regarding the Agreement and Plan of Merger.
99.2		Memorandum, dated July 12, 2005, regarding the announcement of the Agreement
		and Plan of Merger from Kenneth T. Neilson, Chairman, President and CEO of Hudson to all employees.

_________________ * To be filed by amendment.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 1213, 2005 HUDSON UNITED BANCORP By: /s/ James W. Nall ——————————————— James W. Nall Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Title
2.1	Agreement and Plan of Merger, dated as of July 11, 2005, among Hudson, TD Banknorth and, solely with respect to Article X of the Agreement, The Toronto- Dominion Bank*
10.1	Hudson United Bancorp Director Severance Plan
99.1	Press Release, dated July 12, 2005, regarding the Agreement and Plan of Merger.
10.2	Amendment Number One to Hudson United Bancorp Severance Plan, dated July 11, 2005
99.2	Memorandum, dated July 12, 2005, regarding the announcement of the Agreement and Plan of Merger from Kenneth T. Neilson, Chairman, President and CEO of Hudson to all employees.

_________________ * To be filed by amendment.

Filing Compare · HUDSON UNITED BANCORP