Common use of Release of Claims by Executive Clause in Contracts

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h12(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h11(g) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h) the consideration provided in Exhibit A of the Employment AgreementTransition Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns and successors in interest (collectively, and together with Executive, the “Executive ReleasorsDerivative Claimants” and each a “Derivative Claimant”), hereby releasesIRREVOCABLY, remisesUNCONDITIONALLY AND GENERALLY RELEASES, acquits and forever discharges ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and any and all agents, plan fiduciariesdirectors, officers, employees, members, stockholders, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) own, or held from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all laws concerning unlawful disparate treatment and unfair labor and employment practices) and (v) for employment discrimination under any applicable federaldisparate impact), state or local statutehostile work environment, provisionsexual harassment, order or regulation, and including, without limitationretaliation, any claim under request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, the Older Workers’ Benefits Protection Act, the Vocational Rehabilitation Act, the Americans with Disabilities Act, and/or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a “ADEAClaim”); provided, however, that nothing in this Agreement shall operate to release any claims that cannot be released under applicable law. Notwithstanding the foregoing, nothing contained herein shall operate to release any obligations of Company, its successors or assigns: (i) that relates to amounts or benefits set forth on Exhibit A of the Transition Agreement, or (ii) to defend and indemnify Executive to the maximum extent that directors and officers of corporations are required to be indemnified under Delaware law or the Company’s Certificate of Incorporation and Bylaws for all costs of litigation and any similar judgment or analogous state statutesettlement amount paid for acts, excepting only that no claim in respect errors or omissions for periods of any time during which Executive served as an officer or director of the following rights shall constitute a Released Claim:Company.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the payments and benefits to be provided to [ ] (“Executive”) pursuant to the employment agreement, dated as of August 25, 2004, to which Executive and Banknorth Group, Inc., a Maine corporation (the “Company”), are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank (“TD”) and each of its their subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly:

Release of Claims by Executive. (a) Pursuant to Section 11(h11(g) of the Employment Agreement, Executive, with the intention of binding himself Executive and his Executive’s heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment covenants from Company to Executive set forth herein and in the Severance Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns and successors in interest (collectively, and together with Executive, the “Executive ReleasorsDerivative Claimants” and each a “Derivative Claimant”), hereby releasesIRREVOCABLY, remisesUNCONDITIONALLY AND GENERALLY RELEASES, acquits and forever discharges ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and agents, plan fiduciariesdirectors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all laws concerning unlawful disparate treatment and unfair labor and employment practices) and (v) for employment discrimination under any applicable federaldisparate impact), state or local statutehostile work environment, provisionsexual harassment, order or regulation, and including, without limitationretaliation, any claim under request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 1964, as amended, the Equal Pay Act, 42 U.S.C. Sections 1981, 1983, or 1985, the Vocational Rehabilitation Act of 1977, the Americans with Disabilities Act, the Family and Medical Leave Act or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a “Title VIIClaim”); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns (x) arising under any claims under the Severance Agreement or under any other written Company benefit plans, such as the Sysco Corporation Supplemental Executive Retirement Plan, the Age Discrimination in Employment Act (“ADEA”Sysco Corporation Executive Deferred Compensation Plan, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof or analogous state statute, excepting only (y) to defend and indemnify Executive to the maximum extent that no claim in respect directors and officers of corporations are permitted to be indemnified under Delaware law for all costs of litigation and any of the following rights shall constitute a Released Claim:judgment or settlement amount paid.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the payments and benefits to be provided to Xxxxx X. Xxxxxxx (“Executive”) pursuant to the employment agreement, dated as of October 23, 2007, to which the Executive, Willow Financial Bancorp, Inc., a Pennsylvania corporation (the “Corporation”), and Willow Financial Bank, a federally chartered savings bank (the “Bank”) are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, the Executive, with the intention of binding himself herself and his her heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Corporation and each of its subsidiaries and affiliates (the “Company Corporation Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Corporation Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before which the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Corporation Released Party in any capacity, including including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Corporation Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly:

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the of the payments and benefits to be provided to William J. Shea ("Executive") pursuant to the employment agreement, xxxxx __________, 2003, to which Executive and Conseco, Inc. (the "Company"), a Delaware corporation (the "Company"), are parties (the "Employment Agreement"), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“"Title VII”"), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act ("ADA"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Age Discrimination in Employment Act (“"ADEA”") and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly:

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with b. With the intention of binding himself Executive and his Executive’s heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment with the Company or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant In exchange for the consideration referred to Section 11(h) in paragraph 3 of the Employment Executive Transition Agreement, to which Executive would not otherwise be entitled, and the Company’s execution of this Release of Claims, Executive, with the intention on behalf of binding himself and himself, his spouse, heirs, executorsagents, administrators assigns and assigns (collectively, and together with Executive, the “Executive Releasors”)representatives, hereby irrevocably and unconditionally releases, remisesacquits, acquits holds harmless and forever discharges the Company and each Company, and/or any of its subsidiaries parents, subsidiaries, affiliates, predecessors, successors and affiliates assigns, as well as the Company’s or Parent’s current and former directors, officers, employees, partners, investors, shareholders, agents, representatives, attorneys and all persons acting by, through, under or in concert with any of them (collectively the “Company Affiliated GroupReleasees”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and to the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”)full extent permitted by law, of and from any and all claims, actionsliabilities, demands, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suitscosts, expenses, attorneys’ fees fees, damages, indemnities, and liabilities obligations of whatever every kind or and nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out ofdisclosed or undisclosed, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with relating to Executive’s service employment with the Company and/or Alexander & Xxxxxxx, Inc. (“Parent”) and/or any of their respective subsidiaries, or any other matter or event occurring up to the date hereof, including without limitation, any member matter or event which affected or could have affected Executive’s decision to enter into the Executive Transition Agreement. Notwithstanding any other provision of this Release of Claims, or of the Executive Transition Agreement, Executive is not releasing, and this Release of Claims shall not apply to: (i) any claim that Executive may have for defense, indemnification or contribution from any Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)Releasee for liabilities to, or claims by, any third party under any provision of the termination Articles of Incorporation or Bylaws of the Company, under any insurance policy or established policies of Company, pursuant to a written agreement, if any, expressly providing for such service in indemnity between Executive and the Company, or under any such capacityprovision of applicable law, including, without limitation, the California Corporations Code, or (ii) any claim for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for material breach of contractthe Executive Transition Agreement or this Release of Claims. Without limiting the generality of the foregoing, wrongful dischargeExecutive releases Company Releasees from any and all claims and disputes arising out of any state, impairment of economic opportunity, defamation, intentional infliction of emotional harm municipal or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local federal statute, provisionordinance, regulation, order or regulationcommon law, and including without limitation: claims for wrongful termination based on public policy; claims under the Employee Retirement Income Security Act of 1974, as amended; claims for violation of the California Labor Code or the federal Fair Labor Standards Act, including, without limitation, any claim wage and hour claims, claims for overtime pay and claims for back pay and penalties; claims for discrimination or harassment under Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act; claims under the Older Workers’ Benefit Protection Act, the federal Workers’ Adjustment and Retraining Notification Act, the federal Xxxxxxxx-Xxxxx Act, the Family Medical Leave Act, and California Family Rights Act (“ADEA”) and or any state law similar or analogous state statute, excepting only that no claim in respect of equivalent to any of the following foregoing); and any and all other claims whatsoever based on contract, quasi-contract, implied contract or tort, including without limitation, defamation, libel, slander, invasion of privacy, interference with business opportunity or with contract, or infliction of emotional distress; claims for breach of the implied covenant of good faith and fair dealing, conspiracy, negligence or negligent misrepresentation; or any claim for bonus or severance pay. This Release of Claims extends to any current or former Company and/or Parent officer, director, employee, investor, consultant, agent and attorney, whether or not acting in his or her representative, individual or any other capacity; however, this Release does not extend to claims which cannot, as a matter of law, be waived. Executive expressly waives and relinquishes all rights shall constitute a Released Claimand benefits afforded by Section 1542 of the California Civil Code, and in so doing understand and acknowledge the significance and consequences of such specific waiver of Section 1542. Section 1542 provides as follows:

Release of Claims by Executive. (a) Pursuant to Section 11(h13(g) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s 's employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h3.3(d) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “"Executive Releasors”"), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “"Company Released Parties”"), of and from (and agrees to promptly and fully indemnify each Company Released Party against) any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment with the Company or the termination of such employment thereof (collectively, “"Released Claims”") and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“"Title VII”"), the Age Discrimination in Employment Act (“"ADEA”") and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h12(g) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment covenants from Company to Executive set forth herein, on Schedule A and in the Severance Agreement, as amended hereby, the receipt and sufficiency of which is hereby acknowledged, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns and successors in interest (collectively, and together with Executive, the “Executive ReleasorsDerivative Claimants” and each a “Derivative Claimant”), hereby releasesIRREVOCABLY, remisesUNCONDITIONALLY AND GENERALLY RELEASES, acquits and forever discharges ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and agents, plan fiduciariesdirectors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) own, or held from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all laws concerning unlawful disparate treatment and unfair labor and employment practices) and (v) for employment discrimination under any applicable federaldisparate impact), state or local statutehostile work environment, provisionsexual harassment, order or regulation, and including, without limitationretaliation, any claim under request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 1964, as amended, the Equal Pay Act, 42 U.S.C. Sections 1981, 1983, or 1985, the Vocational Rehabilitation Act of 1977, the Americans with Disabilities Act, the Family and Medical Leave Act or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a “Title VIIClaim”), provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns (x) arising under any claims to amounts or benefits set forth on Exhibit A or provided under the Age Discrimination in Employment Act Severance Agreement as amended hereby or (“ADEA”y) to defend and indemnify Executive to the maximum extent that directors and officers of corporations are required to be indemnified under Delaware law or the Company’s Certificate of Incorporation and Bylaws for all costs of litigation and any similar judgment or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:settlement amount paid.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the payments and benefits to be provided to (“Executive”) pursuant to the employment agreement, dated as of January 20, 2005, to which Executive and Willow Grove Bancorp, Inc., a Pennsylvania corporation (the “Company”), are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself herself and his her heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly:

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with a.With the intention of binding himself Executive and his Executive’s heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment with the Company or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary salary, or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm harm, or other tort, (iv) for any violation of applicable federal, state and state, or local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state state, or local statute, provision, order order, or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant In exchange for the consideration offered to Section 11(h) of the Employment Executive under this Agreement, which Executive acknowledges provides consideration to which Executive would not otherwise have an undisputed right to receive, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns (collectivelyand successors in interest, and together with Executivehereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the “Executive Releasors”)Company, hereby releases, remises, acquits and forever discharges the Company its subsidiaries and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and agents, plan fiduciariesdirectors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to laws of the United States or any other jurisdiction applicable to Executive’s actions on behalf of the Company or any of its subsidiaries or affiliates, and (iii) any other matter; provided, however, that nothing contained herein shall operate to release any obligations of the Company or its successors or assigns arising under this Agreement. Notwithstanding anything in this Agreement to the contrary, it is the express intention of Executive and the Company that this Agreement shall not act as a release or waiver of (1) any rights of defense or indemnification which would be otherwise afforded to Executive under the Certificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries, or any indemnity agreement entered into with Executive, (2) any rights of defense or indemnification which would be otherwise afforded to Executive under any director or officer liability or other tortinsurance policy maintained by the Company or its subsidiaries; (3) any rights of Executive to benefits accrued under any plan or arrangement referenced in Section 5(e) of this Agreement, (iv4) for any violation of applicable federalrights under this Agreement, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v5) for employment discrimination under any applicable federal, state such rights or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII claims as may arise after the date of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:this Agreement.

Release of Claims by Executive. (a) Pursuant to Section 11(h3.3(d) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from (and agrees to promptly and fully indemnify each Company Released Party against) any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment with the Company or the termination of such employment thereof (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment payments and benefits to be provided to Axxxxx X. Xxxxxx (“Executive”) pursuant to the retention agreement, dated as of August 25, 2004, as amended by the First Amendment thereto, dated as of January 31, 2006, to which Executive and TD Banknorth Inc., a Delaware corporation and successor to Banknorth Group, Inc., a Maine corporation (the “Company”), are parties (as amended, the “Retention Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank (“TD”) and each of its their subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly:

Release of Claims by Executive. (a) Pursuant In exchange for the consideration offered to Section 11(h) of the Employment Executive under this Agreement, which Executive acknowledges provides consideration to which Executive would not otherwise have an undisputed right to receive, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns (collectivelyand successors in interest, and together with Executivehereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the “Executive Releasors”)Company, hereby releases, remises, acquits and forever discharges the Company its subsidiaries and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and agents, plan fiduciariesdirectors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to laws of the United States or any other jurisdiction applicable to Executive’s actions on behalf of the Company or any of its subsidiaries or affiliates, and (iii) any other matter; provided, however, that nothing contained herein shall operate to release any obligations of the Company or its successors or assigns arising under this Agreement. Notwithstanding anything in this Agreement to the contrary, it is the express intention of Executive and the Company that this Agreement shall not act as a release or waiver of (1) any rights of defense or indemnification which would be otherwise afforded to Executive under the Certificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries, or any indemnity agreement entered into with Executive, (2) any rights of defense or indemnification which would be otherwise afforded to Executive under any director or officer liability or other tortinsurance policy maintained by the Company or its subsidiaries; (3) any rights of Executive to benefits accrued under any plan or arrangement referenced in Section 3(b) of this Agreement, (iv4) for any violation of applicable federalrights under this Agreement, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v5) for employment discrimination under any applicable federal, state such rights or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII claims as may arise after the date of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:this Agreement.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment payments and benefits to be provided to [ ] (“Executive”) pursuant to the retention agreement, dated as of August , 2004, to which Executive and Banknorth Group, Inc., a Maine corporation (the “Company”), are parties (the “Retention Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank (“TD”) and each of its their subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly:

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the payments and benefits to be provided to (“Executive”) pursuant to the employment agreement, dated as of , 2005, to which Executive and Willow Grove Bancorp, Inc., a Pennsylvania corporation (the “Company”), are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself herself and his her heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly:

Release of Claims by Executive. (a) Pursuant to Section 11(h11(g) of the Employment Agreement, Executive, with the intention of binding himself herself and his her heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h14(g) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention on Executive’s own behalf, and on behalf of binding himself and his Executive’s family members, heirs, executors, administrators administrators, successors, assigns, attorneys, and other personal representatives of whatever kind, RELEASES, REMISES, AND FOREVER DISCHARGES the Company, its predecessors, successors, and assigns, as well as the past, present, and future parent, subsidiary, and affiliated companies and divisions of the Company, its predecessors, successors, and assigns (collectively, and together with Executive, the “Executive ReleasorsReleased Companies”), hereby releasesas well all past, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”)present, and their past and present future owners, officers, directors, shareholders, members, managers, partners, employees, agents, independent contractors, attorneys, accountantsinsurers, representativesthird-party administrators, plan fiduciariesbenefit plans, and the successors, predecessors any other representative of whatever kind or nature (individually and assigns of each in their official capacities) of the foregoing Released Companies (collectively, all released entities and together with the members of the Company Affiliated Group, individuals in this Section 1 are collectively referred to as the “Company Released Parties”), of and ) from any and all claims, actions, causes of action, complaintsclaim, charges, demands, rightsobligation, damages, debtscost, sums or expense that Executive has or may have had against any of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwisethem, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected based upon acts or unsuspected, that arise out of, or relate in any way to, events omissions occurring on or before the date hereof relating moment Executive executes this Release, including but not limited to claims arising directly or indirectly from Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holdswith, or has at separation of employment from, any time heretofore had, owned or held, against any Company of the Released Party Companies. This Release in any capacitySection 1 covers all possible claims that are waivable by law, including but not limited to all claims that could be asserted in contract, in tort, under any and all Released Claims (i) arising out of or in state common law, under federal common law, under any way connected with Executive’s service to any member of state constitution, under the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)federal Constitution, or the termination of such service in under any such capacityfederal statute, (ii) for severance state statute, local ordinance, or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for under any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federalstate, state or local statute, provision, order or regulation, and including. This specifically includes, without limitation, claims arising under any claim under Ohio anti-discrimination laws or regulations, as amended; Title VII of the Civil Rights Act of 1964 (“1964, as amended; Sections 1981 through 1988 of Title VII”)42 of the United States Code, as amended; the Equal Pay Act of 1963, as amended; the Age Discrimination in Employment Act of 1967, as amended by the Older Worker Benefit Protection Act of 1990, as amended; the Americans with Disabilities Act of 1990, as amended; the Rehabilitation Act of 1973, as amended; the Genetic Information Non-Discrimination Act of 2008, as amended; the Family and Medical Leave Act of 1993, as amended; the Occupational Safety and Health Act of 1970, as amended; the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended; the Fair Credit Reporting Act of 1970, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended; the Employee Polygraph Protection Act of 1988, as amended; the Immigration Reform Control Act of 1986, as amended; the National Labor Relations Act of 1935, as amended; the Railway Labor Act of 1926, as amended; the Xxxxxxxx-Xxxxx Act of 2002, as amended; and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended. The above provisions of this Section 1 to the contrary notwithstanding, Executive does not release or waive any claim under this Release (“ADEA”i) which, by law, cannot be released through a Release such as this, such as any challenge by Executive on whether Executive knowingly and any similar or analogous state statute, excepting only that no claim in respect voluntarily executed this Release’s waiver of any federal age discrimination claims consistent with the requirements of federal law, (ii) for indemnification pursuant to any employment agreement, if any, or otherwise, and for coverage as an insured pursuant to any directors and officers liability that insures Executive immediately prior to the Separation Date, (iii) in his capacity as a stockholder of the following rights shall constitute Company, (iv) for any accrued and vested benefit under any employee benefit plan in which he is a participant immediately prior to the Separation Date, (v) for enforcement of this Release or (vi) that are based, in whole or in part, on acts or omissions that occur after Executive executes this Release. Nothing in this Section precludes Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission or an applicable state agency, or from filing a charge or complaint with any other governmental agency. Executive, however, expressly waives and releases any right Executive may have to recover any monetary relief or other relief or damages resulting from a charge or any action or suit that may be instituted on Executive’s behalf against the Company Released Claim:Parties by the Equal Employment Opportunity Commission, an applicable state agency, or any other governmental agency. Furthermore, Executive expressly waives and releases any right Executive may have to recover any monetary relief or other relief or damages resulting from any class, collective, or representative action that may be filed on Executive’s behalf. This release of Executive’s right to monetary relief covers charges, actions, suits, and class, collective, or representative actions to the extent they seek relief for acts or omissions occurring on or before the moment Executive executes this Release.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment payments and benefits to be provided to [________] ("Executive") pursuant to the retention agreement, dated as of August___, 2004, to which Executive and Banknorth Group, Inc., a Maine corporation (the "Company"), are parties (the "Retention Agreement"), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank ("TD") and each of its their subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“"Title VII”"), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act ("ADA"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Age Discrimination in Employment Act (“"ADEA”") and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly:

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention on behalf of binding himself and his family, agents, representatives, heirs, executors, administrators trustees, administrators, attorneys, successors and assigns (collectively, and together with Executive, the “Executive ReleasorsRelease Parties”), hereby irrevocably and unconditionally releases, remiseswaives, settles, cancels, acquits and forever discharges discharges, the Company Group and each of its subsidiaries members’ respective current and affiliates (the “Company Affiliated Group”)former subsidiaries, affiliates, successors and assigns, and with respect to each of them, their past and present respective predecessors, stockholders, partners, members, directors, managers, officers, employees, agents, attorneys, accountantsinsurers, agents or other representatives, and each employee benefit plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated GroupGroup (including current and former trustees and administrators of any such plans) (collectively, the “Company Released Release Parties”), of and ) from any and all claimsclaims (contractual or otherwise), actionsdemands, costs, expenses, rights, causes of action, complaints, charges, demands, rights, damagesattorneys’ fees, debts, sums of moneyliens, accountspromises, financial obligations, complaints, suits, expenseslosses, attorneys’ fees damages and liabilities all liability of whatever kind or nature in law, equity or otherwiseand nature, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, legal or equitable, suspected or unsuspected, fixed or contingent, that arise the Executive Release Parties have, may have or ever have had, or that otherwise may exist or may arise, against any of the Company Release Parties, by reason of any act, obligation, transaction, practice, conduct, statement, occurrence or other matter, from the beginning of time up to and including the date of this Agreement, in connection with, arising out of, or relate in any way relating directly or indirectly to, events occurring on or before the date hereof relating to Executive’s employment or separation from employment with the termination of such employment (collectivelyCompany Group, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service or related to any member of the Company Affiliated Group (compensatory or the predecessors thereof) in any capacity (including as an employeebenefit plan, officer program, policy or director)arrangement, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, the Employment Agreement. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, and for the avoidance of doubt, nothing in this Agreement is intended to, nor shall it be construed to: (1) release or waive any claim under Title VII right of the Civil Rights Act of 1964 Executive to enforce Executive’s rights under this Agreement; (“Title VII”)2) release or waive any claims to the extent such claims cannot be released by applicable law; (3) release or waive any right or claim to indemnification and/or contribution Executive may have pursuant to this Agreement, applicable law, the Age Discrimination Company’s governance instruments or otherwise for acts committed during the scope of Executive’s employment with the Company and other affiliations with the Company Group; (4) release or waive any coverage, if any, under any Company liability insurance policy; or (5) release or waive any right Executive may have to a vested benefit under any retirement or welfare plan of the Company. For the purpose of implementing a full and complete release and discharge of the Company Release Parties, Executive (on behalf of himself and the Executive Release Parties) expressly acknowledges that this Agreement is intended to include in Employment Act (“ADEA”) its effect, without limitation, all released claims that Executive does not know or suspect to exist in his favor at the time of execution hereof, and any similar or analogous state statute, excepting only that no claim in respect this Agreement contemplates the extinguishment of any of the following rights shall constitute a Released Claim:and all released claims.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In exchange for the good and valuable consideration provided herein, the receipt and sufficiency of the Employment Agreementwhich is hereby acknowledged, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns and successors in interest (collectively, and together with Executive, the “Executive ReleasorsDerivative Claimants” and each a “Derivative Claimant”), hereby releasesIRREVOCABLY, remisesUNCONDITIONALLY AND GENERALLY RELEASES, acquits and forever discharges ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and any and all agents, plan fiduciariesdirectors, officers, employees, members, stockholders, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) owned, or held from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all laws concerning unlawful disparate treatment and unfair labor and employment practices) and (v) for employment discrimination under any applicable federaldisparate impact), state or local statutehostile work environment, provisionsexual harassment, order or regulation, and including, without limitationretaliation, any claim under request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, the Older Workers’ Benefits Protection Act, the Vocational Rehabilitation Act, the Americans with Disabilities Act, and/or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a “ADEAClaim”); provided, however, that nothing in this Agreement shall operate to release any claims that cannot be released under applicable law. Notwithstanding the foregoing, nothing contained herein shall operate to release any obligations of Company, its successors or assigns: (i) that relates to amounts or benefits set forth on Exhibit A, (ii) any amounts or benefits payable under any benefit plan that are otherwise payable without regard to this Agreement (subject to the terms and conditions of such plans) (iii) any obligation of the Company under this Agreement, or (iv) to defend and indemnify Executive to the maximum extent that directors and officers of corporations are required to be indemnified under Delaware law and the Company’s Certificate of Incorporation and Bylaws for all costs of litigation and any similar judgment or analogous state statutesettlement amount paid for acts, excepting only that no claim in respect errors or omissions for periods of any time during which Executive served as an officer or director of the following rights shall constitute a Released Claim:Company.

Release of Claims by Executive. (a) Pursuant to Section 11(hIn consideration of the payments and benefits described in paragraphs (c), (d) and (c) of the Employment AgreementSection 2.1, Executive, with the intention on behalf of binding himself and his heirs, executors, administrators administrators, trustees, legal representatives, successors, and assigns (hereinafter referred to collectively as “Releasors”), hereby irrevocably and unconditionally forever release, acquit, and discharge the Company, DynCorp, Cerberus (and any individual, corporation (including any nonprofit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental body, registered or unregistered pooled investment vehicle, managed account, or other entity of any kind, that directly or indirectly controls, is controlled by, or is under common control with Cerberus Capital Management, L.P., including, without limitation, any entity that is owned or controlled by funds or accounts managed, directly or indirectly, by Cerberus Capital Management, L.P. or Xxxxxxx X. Xxxxxxxx and any funds or accounts managed, directly or indirectly, by Cerberus Capital Management, L.P. or Xxxxxxx X. Xxxxxxxx), as well as their respective predecessors, parent companies, subsidiaries, affiliates, divisions, successors and assigns and their respective equityholders, members, managers, partners, directors, officers, employees, agents, financial and legal advisors, representatives, trustees and benefit plans, lenders, investors and their predecessors, successors and assigns (collectively, and together with Executive, the “Executive ReleasorsReleasees”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together ) with the members of the Company Affiliated Group, the “Company Released Parties”), of respect to and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damagessuits, debts, dues, sums of money, accounts, financial obligationsreckonings, suitsbonds, expensesbills, attorneys’ fees specialties, covenants, contracts, bonuses, controversies, agreements, liabilities, promises, claims, charges, complaints and liabilities demands whatsoever, whether in law or equity, which the Releasors ever had, now have or may have against such Releasees, including, but not limited to, those by reason of or arising out of, touching upon or concerning Executive’s employment with DynCorp and the separation of his employment, or any statutory claims, or any and all other matters of whatever kind kind, nature or nature in law, equity or otherwisedescription, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspectedoccurring from the beginning of the world and until and including the Effective Date, that arise out ofincluding, or relate in any way but not limited to, events occurring on or before claims arising under Releasor’s Employment Agreement with DynCorp, as well as claims arising under the date hereof relating to Executive’s employment or Americans With Disabilities Act, the termination of such employment Age Discrimination in Employment Act (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of amended by the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or directorOlder Workers Benefit Protection Act), or the termination National Labor Relations Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of such service in any such capacity1974 (“ERISA”), (ii) for severance or vacation benefitsthe Equal Pay Act, unpaid wagesthe Fair Credit Reporting Act, salary or incentive paymentsthe Genetic Information and Discrimination Act, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 1964, as amended, the Civil Rights Acts of 1866, 1871 and 1991, including Section 1981-1988 of the Civil Rights Act, the Labor Management Relations Act, the Vietnam Era Veterans Readjustment Act of 1974, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, the Immigration Reform Control Act, the Occupational Safety and Health Act, the Family Medical Leave Act, the New York Administrative Code, New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Law, including, but not limited to Section 740 thereto, the Virginians with Disabilities Act, Va. Code Xxx. §§ 51.5-1 to 51.5-59, the Virginia Human Rights Act, Virginia Code Chapter 39, each as may be amended, and/or any other federal, state or local human rights, civil rights, wage-hour, pension or labor law, rule, statute, regulation, constitution or ordinance and/or public policy, contract or tort law, or any claim of retaliation under such laws, or any claim of breach of any contract (whether express, oral, written or implied from any source), or any claim of intentional or negligent infliction of emotional distress, tortuous interference with contractual relations, wrongful or abusive discharge, defamation, prima facie tort, fraud, negligence, loss of consortium, or any action similar thereto against Releasees, including any claim for attorneys’ fees; provided, however, that Releasor does not waive any rights or release Releasees from payments and indemnification rights expressly set forth in this Agreement, and benefits and/or monies earned, accrued, vested or otherwise owing, if any, to Executive under the terms any qualified retirement or welfare plan that is an “employee benefit plan” as defined in Section 3(3) of ERISA; and further provided, that the Releasors do not release any right to challenge, under the Older Worker’s Benefit Protection Act, the knowing and voluntary nature of the release of any age claims in this Agreement, in court or before the Equal Employment Opportunity Commission (“Title VIIEEOC”) or any right to file an administrative charge with the EEOC or any other federal, state, or local agency (provided, that any right to recover monetary damages or other personal relief in any proceeding shall be released and waived), the Age Discrimination in Employment Act (“ADEA”) and or any similar or analogous state statute, excepting only claims that no claim in respect of any of the following rights shall constitute a Released Claim:cannot be waived by law.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In exchange for the good and valuable consideration provided herein, the receipt and sufficiency of the Employment Agreementwhich is hereby acknowledged, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns and successors in interest (collectively, and together with Executive, the “Executive ReleasorsDerivative Claimants” and each a “Derivative Claimant”), hereby releasesIRREVOCABLY, remisesUNCONDITIONALLY AND GENERALLY RELEASES, acquits and forever discharges ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and any and all agents, plan fiduciariesdirectors, officers, employees, members, stockholders, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) owned, or held from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all laws concerning unlawful disparate treatment and unfair labor and employment practices) and (v) for employment discrimination under any applicable federaldisparate impact), state or local statutehostile work environment, provisionsexual harassment, order or regulation, and including, without limitationretaliation, any claim under request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, the Older Workers’ Benefits Protection Act, the Vocational Rehabilitation Act, the Americans with Disabilities Act, and/or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a “ADEAClaim”); provided, however, that nothing in this Agreement shall operate to release any claims that cannot be released under applicable law. Notwithstanding the foregoing, nothing contained herein shall operate to release any obligations of Company, its successors or assigns: (i) that relates to amounts or benefits set forth on Exhibit A, (ii) any amounts or benefits payable under any benefit plan that are otherwise payable without regard to this Agreement (subject to the terms and conditions of such plans), or (iii) to defend and indemnify Executive to the maximum extent that directors and officers of corporations are required to be indemnified under Delaware law and the Company’s Certificate of Incorporation and Bylaws for all costs of litigation and any similar judgment or analogous state statutesettlement amount paid for acts, excepting only that no claim in respect errors or omissions for periods of any time during which Executive served as an officer or director of the following rights shall constitute a Released Claim:Company.

Release of Claims by Executive. (a) Pursuant to Section 11(h11(e) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with a. With the intention of binding himself Executive and his Executive’s heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment with the Company or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary salary, or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm harm, or other tort, (iv) for any violation of applicable federal, state and state, or local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state state, or local statute, provision, order order, or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim:

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment payments and benefits to be provided to Dxxxx X. Xxx (“Executive”) pursuant to the retention agreement, dated as of August 25, 2004, as amended by the First Amendment thereto, dated as of January 31, 2006, to which Executive and TD Banknorth Inc., a Delaware corporation and successor to Banknorth Group, Inc., a Maine corporation (the “Company”), are parties (as amended, the “Retention Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank (“TD”) and each of its their subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: