Common use of Alternative Benefit under the SERP Plan Clause in Contracts

Alternative Benefit under the SERP Plan. Without limiting the foregoing, and notwithstanding anything to the contrary in the TD Banknorth Inc. Amended and Restated Supplemental Retirement Plan (as the same may be amended, restated, otherwise modified or replaced, the “SERP Plan”), including, without limitation, Article Three thereof, if on the date that benefits become payable under this Agreement, the actuarial equivalent of the aggregate amount of the benefits payable to the Executive under the terms of this Agreement is less than the actuarial equivalent of the aggregate amount of the benefits to which the Executive would be entitled under the SERP Plan if he were a “Participant” (as defined in the SERP Plan) in the SERP Plan (such amount, the “Alternative Benefit”), the Executive shall be entitled to benefits payable in accordance with the terms of this Agreement but in an aggregate amount equal to the actuarial equivalent of the Alternative Benefit instead of in an aggregate benefit amount determined under this Agreement. For purposes of calculating the actuarial equivalent of the Alternative Benefit to which the Executive would be entitled under the SERP Plan, (1) the $86,400 short-term incentive payment the payment of which was accelerated to December 2004 shall be taken into account as if it was paid in 2005 rather than 2004, (2) the $3,130,220 long-term incentive payment the payment of which was accelerated to December 2004 shall be taken into account in such amounts and at such times as it would have been paid absent the acceleration, and (3) no amounts payable to the Executive pursuant to Sections 7, 10 and 11 of the Employment Agreement shall be taken into account.

Alternative Benefit under the SERP Plan. Without limiting the foregoing, and notwithstanding anything to the contrary in the TD Banknorth Inc. Amended and Restated Supplemental Retirement Plan (as the same may be amended, restated, otherwise modified or replaced, the “SERP Plan”), including, without limitation, Article Three thereof, if on the date that benefits become payable under this Agreement, the actuarial equivalent of the aggregate amount of the benefits payable to the Executive under the terms of this Agreement is less than the actuarial equivalent of the aggregate amount of the benefits to which the Executive would be entitled under the SERP Plan if he were a “Participant” (as defined in the SERP Plan) in the SERP Plan (such amount, the “Alternative Benefit”), the Executive shall be entitled to benefits payable in accordance with the terms of this Agreement but in an aggregate amount equal to the actuarial equivalent of the Alternative Benefit instead of in an aggregate benefit amount determined under this Agreement. For purposes of calculating the actuarial equivalent of the Alternative Benefit to which the Executive would be entitled under the SERP Plan, (1) the $86,400 178,480 short-term incentive payment the payment of which was accelerated to December 2004 shall be taken into account as if it was paid in 2005 rather than 2004, (2) the $3,130,220 6,260,440 long-term incentive payment the payment of which was accelerated to December 2004 shall be taken into account in such amounts and at such times as it would have been paid absent the acceleration, and (3) no amounts payable to the Executive pursuant to Sections 7, 10 and 11 of the Employment Agreement shall be taken into account.