Td Banknorth Inc. Sample Contracts

AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • January 25th, 2007 • Td Banknorth Inc. • State commercial banks • Maine

THIS AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of January 2007 by and between TD Banknorth Inc. (formerly known as Banknorth Group, Inc.), its subsidiaries and affiliates (collectively, the “Corporation”), and William J. Ryan (the “Executive”).

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FIRST AMENDMENT TO RETENTION AGREEMENT
Retention Agreement • May 15th, 2006 • Td Banknorth Inc. • State commercial banks • Maine

First Amendment, dated as of May 9, 2006 (the “Amendment”), to the Retention Agreement, dated as of August 25, 2004 (as amended, the “Retention Agreement”), between TD Banknorth Inc., as successor to Banknorth Group, Inc. (the “Company”), and Wendy Suehrstedt (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Retention Agreement.

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Osler, Hoskin & Harcourt LLP Letterhead]
Agreement and Plan of Merger • January 11th, 2005 • Banknorth Delaware Inc. • State commercial banks

We have acted as counsel to The Toronto-Dominion Bank, a corporation chartered under the Bank Act (Canada) (the “Company”), in connection with the Registration Statement on Form F-4 (the “Registration Statement”) (Registration No. 333-119517/119519) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the migratory merger and the acquisition merger (collectively, the “Mergers”) contemplated by the Amended and Restated Agreement and Plan of Merger dated as of August 25, 2004 (the “Merger Agreement”) among the Company, Berlin Merger Co., a Delaware corporation and direct wholly-owned subsidiary of the Company (“TD Merger Sub”), Banknorth Group, Inc., a Maine corporation (“Banknorth”), and Berlin Delaware Inc., a Delaware corporation and direct wholly-owned subsidiary of Banknorth (“Banknorth Delaware”). This opinion is being delivered in connection with the Registration Statement, to which this opini

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TD BANKNORTH INC. NONQUALIFIED STOCK OPTION AGREEMENT AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement • May 25th, 2005 • Td Banknorth Inc. • State commercial banks
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AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 19, 2006 Among THE TORONTO–DOMINION BANK, BONN MERGER CO. and TD BANKNORTH INC.
Merger Agreement • November 22nd, 2006 • Td Banknorth Inc. • State commercial banks • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of November 19, 2006 (this “Agreement”), is by and among TD Banknorth Inc., a Delaware corporation (the “Company”), The Toronto-Dominion Bank, a Canadian chartered bank (“Parent”), and Bonn Merger Co., a Delaware corporation (“Merger Sub”);

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TD BANKNORTH INC. AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT – CASH SETTLEMENT AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
Performance-Based Restricted Stock Unit Award Agreement • January 25th, 2007 • Td Banknorth Inc. • State commercial banks • Delaware

THIS Amended and Restated Performance-Based Restricted Stock Unit Award Agreement, dated January 23, 2007 (the “Agreement”), amends the award agreement (the “Initial Agreement”) previously made as of May ___, 2005 (hereinafter referred to as the “Date of Grant”) by and between TD Banknorth Inc. (the “Company”) and (the “Participant”). Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan (as hereinafter defined).

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AGREEMENT AND PLAN OF MERGER between INTERCHANGE FINANCIAL SERVICES CORPORATION and TD BANKNORTH INC. DATED AS OF APRIL 13, 2006
Merger Agreement • April 17th, 2006 • Td Banknorth Inc. • State commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 13, 2006 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), is entered into by and between Interchange Financial Services Corporation (“Interchange”), a New Jersey corporation, and TD Banknorth Inc. (“TD Banknorth”), a Delaware corporation and a majority-owned subsidiary of The Toronto-Dominion Bank, a Canadian-chartered bank.

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2006 • Td Banknorth Inc. • State commercial banks • Maine

First Amendment, dated as of May 9, 2006 (the “Amendment”), to the Employment Agreement, dated as of August 25, 2004 (as amended, the “Employment Agreement”), between TD Banknorth Inc., as successor to Banknorth Group, Inc. (the “Company”), and Peter J. Verrill (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Employment Agreement.

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AGREEMENT AND PLAN OF MERGER among HUDSON UNITED BANCORP, TD BANKNORTH INC. and, solely with respect to Article X of this Agreement, THE TORONTO-DOMINION BANK DATED AS OF JULY 11, 2005
Merger Agreement • July 14th, 2005 • Td Banknorth Inc. • State commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2005 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), is entered into by and among Hudson United Bancorp (“Hudson United”), a New Jersey corporation, TD Banknorth Inc. (“TD Banknorth”), a Delaware corporation and a majority-owned subsidiary of The Toronto-Dominion Bank (“TD”), a Canadian-chartered bank, and, solely with respect to Article X of this Agreement, TD.

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AMENDMENT NO. 1 TO THE TRUST AGREEMENT OF BANKNORTH CAPITAL TRUST III
Trust Agreement • March 14th, 2006 • Td Banknorth Inc. • State commercial banks • Delaware

This Amendment No. 1 to the Trust Agreement of Banknorth Capital Trust III (the “Trust”), dated as of February 28, 2006 (this “Amendment”), is made and entered into by TD Banknorth Inc., a corporation incorporated in Delaware, as sponsor (the “Sponsor”), The Bank of New York (Delaware), a Delaware banking corporation, as trustee (the “Delaware Trustee”), The Bank of New York Trust Company, N.A., a national banking association (as successor to The Bank of New York), as trustee (the “Property Trustee”), and William J. Ryan, Peter J. Verrill and Carol L. Mitchell, as trustees (the “Administrative Trustees” and, together with the Delaware Trustee and the Property Trustee, the “Trustees”).

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TD BANKNORTH INC. RESTRICTED STOCK UNIT AWARD AGREEMENT – CASH SETTLEMENT 2003 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • March 23rd, 2005 • Td Banknorth Inc. • State commercial banks • Maine

THIS AWARD AGREEMENT (the “Agreement”) is made as of this ___day of March 2005 (hereinafter referred to as the “Date of Grant”) by and between TD Banknorth Inc. (the “Company”) and ___(the “Participant”). Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan (as hereinafter defined).

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FIRST AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT UNDER THE TD BANKNORTH, INC. 2005 PERFORMANCE BASED RESTRICTED SHARE UNIT PLAN
Participation Agreement • February 1st, 2006 • Td Banknorth Inc. • State commercial banks • Maine

First Amendment, dated as of January 31, 2006 (the “Amendment”), to the Amended and Restated Participation Agreement, dated as of May 24, 2005 (the “Participation Agreement”), under the TD Banknorth, Inc. 2005 Performance Based Restricted Share Unit Plan (the “RSU Plan”), between TD Banknorth Inc. (the “Company”) and Andrew W. Greene (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the RSU Plan.

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Re: Amended and Restated Agreement and Plan of Merger dated as of August 25, 2004 among The Toronto-Dominion Bank, Berlin Merger Co., Banknorth Group Inc. and Banknorth Delaware Inc.
Agreement and Plan of Merger • November 16th, 2004 • Banknorth Delaware Inc. • State commercial banks

We have acted as counsel to The Toronto-Dominion Bank (“TD”), a Canadian bank chartered under the Bank Act (Canada) in connection with the Registration Statement on Form S-4/F-4 (the “Registration Statement”) (Registration No. 333-119519) filed by Banknorth Delaware Inc. (“Banknorth Delaware”) and TD with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the proposed issuance by TD of common shares (the “Shares”), in connection with the migratory merger and the acquisition merger (collectively, the “Mergers”) contemplated by the Amended and Restated Agreement and Plan of Merger dated as of August 25, 2004 among TD, Berlin Merger Co., a Delaware corporation and a wholly-owned subsidiary of TD, Banknorth Group, Inc, a Maine corporation (“Banknorth”), and Banknorth Delaware, a Delaware corporation and wholly-owned subsidiary of Banknorth (the “Merger Agreement”). Upon consummation of the Mergers, each shareholder of Banknor

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TD BANKNORTH INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT – CASH SETTLEMENT AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
Performance-Based Restricted Stock Unit Award Agreement • May 25th, 2005 • Td Banknorth Inc. • State commercial banks • Delaware

THIS AWARD AGREEMENT (the “Agreement”) is made as of this ______ day of May 2005 (hereinafter referred to as the “Date of Grant”) by and between TD Banknorth Inc. (the “Company”) and ______ (the “Participant”). Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan (as hereinafter defined).

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CONSULTING AND NONCOMPETITION AGREEMENT
Consulting and Noncompetition Agreement • April 17th, 2006 • Td Banknorth Inc. • State commercial banks • Maine

This Agreement (the “Agreement”) is entered into as of April 13, 2006, by and between TD Banknorth Inc. (“TD Banknorth”) and Anthony S. Abbate (the “Consultant”).

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November 19, 2006 Kevin Condron, Curtis M. Scribner TD Banknorth Inc. P.O. Box 9540 Two Portland Square Portland, ME 04112-9540 Re: Retention Agreement Dear Kevin and Curtis:
Retention Agreement • November 22nd, 2006 • Td Banknorth Inc. • State commercial banks

As requested by The Toronto-Dominion Bank (“TD”) and TD Banknorth Inc., I hereby acknowledge and agree that neither the execution of the Agreement and Plan of Merger dated as of November 19, 2006 among TD Banknorth Inc., TD and Bonn Merger Co. (the “Merger Agreement”), nor the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), together with any changes in job duties, status, or reporting responsibilities that are directly attributable to the Merger, TD Banknorth Inc. common stock no longer being registered under the Securities Exchange Act of 1934, as amended, or listed on a national securities exchange, or the reality that TD Banknorth Inc. will become a wholly owned subsidiary, will constitute a “Good Reason” or a “Change in Control” (or similar terms), as such terms are defined in my Retention Agreement with TD Banknorth Inc. dated August 25, 2004, as amended or in any compensation plans in which I participate (and that such agreements and arrangem

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FIRST AMENDMENT TO RETENTION AGREEMENT
Retention Agreement • February 1st, 2006 • Td Banknorth Inc. • State commercial banks • Maine

First Amendment, dated as of January 31, 2006 (the “Amendment”), to the Retention Agreement, dated as of August 25, 2004 (as amended, the “Retention Agreement”), between TD Banknorth Inc., as successor to Banknorth Group, Inc. (the “Company”), and Andrew W. Greene (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Retention Agreement.

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November 19, 2006 Kevin Condron, Curtis M. Scribner TD Banknorth Inc. P.O. Box 9540 2 Portland Square Portland, ME 04112-9540 Re: Employment Agreement Dear Kevin and Curtis:
Employment Agreement • November 22nd, 2006 • Td Banknorth Inc. • State commercial banks

As requested by The Toronto-Dominion Bank (“TD”) and TD Banknorth Inc., I hereby acknowledge and agree that neither the execution of the Agreement and Plan of Merger dated as of November 19, 2006 among TD Banknorth Inc., TD and Bonn Merger Co. (the “Merger Agreement”), nor the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), together with any changes in job duties, status, or reporting responsibilities that are directly attributable to the Merger, TD Banknorth Inc. common stock no longer being registered under the Securities Exchange Act of 1934, as amended, or listed on a national securities exchange, or the reality that TD Banknorth Inc. will become a wholly owned subsidiary, will constitute a “Good Reason” or a “Change in Control” (or similar terms), as such terms are defined in my Employment Agreement with TD Banknorth Inc. dated August 25, 2004, as amended or in any compensation plans in which I participate (and that such agreements and arrange

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CONSULTING AGREEMENT
Consulting Agreement • July 14th, 2005 • Td Banknorth Inc. • State commercial banks • Maine

This Consulting Agreement (the “Agreement”) is entered into as of this 11th day of July 2005, by and between TD Banknorth Inc. (the “Company”) and Kenneth T. Nielson (the “Consultant”).

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TD BANKNORTH INC. RESTRICTED STOCK AGREEMENT AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
Restricted Stock Agreement • May 25th, 2005 • Td Banknorth Inc. • State commercial banks • Delaware

THIS AGREEMENT (the “Agreement”) is made as of this ______ day of May 2005 (hereinafter referred to as the “Date of Grant”) by and between TD Banknorth Inc. (the “Company”) and ______ (the “Participant”). Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan (as hereinafter defined).

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TD BANKNORTH INC. AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • February 26th, 2007 • Td Banknorth Inc. • State commercial banks
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 23rd, 2006 • Td Banknorth Inc. • State commercial banks • Maine

Second Amendment, dated as of October 19, 2006 (the “Amendment”), to the Employment Agreement, dated as of August 25, 2004 (the “Agreement”), among TD Banknorth Inc. (as successor to Banknorth Group, Inc.), The Toronto-Dominion Bank and William J. Ryan (the “Executive”).

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April 13, 2006
Stock Purchase Agreement • April 17th, 2006 • Td Banknorth Inc. • State commercial banks • Delaware

The purpose of this agreement (the “Agreement”) is to confirm the agreement of TD Banknorth Inc. (“TD Banknorth”) to sell, and the agreement of The Toronto-Dominion Bank to purchase, on the terms and conditions set forth below, shares of common stock of TD Banknorth in connection with TD Banknorth’s planned acquisition of Interchange Financial Services Corporation (“Interchange”) pursuant to an Agreement and Plan of Merger, dated as of April 13, 2006, between TD Banknorth and Interchange (the “Merger Agreement”). All defined terms herein shall have the meanings assigned thereto in the Merger Agreement.

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TD BANKNORTH INC. RESTRICTED STOCK UNIT AWARD AGREEMENT — CASH SETTLEMENT
Restricted Stock Unit Award Agreement • October 23rd, 2006 • Td Banknorth Inc. • State commercial banks • Maine

THIS AWARD AGREEMENT (the “Agreement”) is made as of this 19th day of October 2006 (hereinafter referred to as the “Date of Grant”) by and between TD Banknorth Inc. (the “Company”), a majority-owned subsidiary of the Toronto-Dominion Bank (“TD”), and Edward Schreiber (the “Executive”).

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TD BANKNORTH INC. PERFORMANCE-BASED 2007 RESTRICTED STOCK UNIT AWARD AGREEMENT — CASH SETTLEMENT AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
Performance-Based Restricted Stock Unit Award Agreement • December 18th, 2006 • Td Banknorth Inc. • State commercial banks • Delaware

THIS AWARD AGREEMENT (the “Agreement”) is made as of this 12th day of December 2006, effective as of January 1, 2007 (hereinafter referred to as the “Date of Grant”) by and between TD Banknorth Inc. (the “Company”) and (the “Participant”). Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan (as hereinafter defined).

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TD BANKNORTH INC. RESTRICTED STOCK UNIT AWARD AGREEMENT – STOCK SETTLEMENT AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • May 25th, 2005 • Td Banknorth Inc. • State commercial banks • Delaware

THIS AWARD AGREEMENT (the “Agreement”) is made as of this ___day of May 2005 (hereinafter referred to as the “Date of Grant”) by and between TD Banknorth Inc. (the “Company”) and ___(the “Participant”). Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan (as hereinafter defined).

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TD BANKNORTH INC. RESTRICTED STOCK UNIT AWARD AGREEMENT – CASH SETTLEMENT AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • May 25th, 2005 • Td Banknorth Inc. • State commercial banks • Delaware

THIS AWARD AGREEMENT (the “Agreement”) is made as of this ___day of May 2005 (hereinafter referred to as the “Date of Grant”) by and between TD Banknorth Inc. (the “Company”) and ___(the “Participant”). Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan (as hereinafter defined).

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FIRST AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT UNDER THE TD BANKNORTH, INC. 2005 PERFORMANCE BASED RESTRICTED SHARE UNIT PLAN
Participation Agreement • February 1st, 2006 • Td Banknorth Inc. • State commercial banks • Maine

First Amendment, dated as of January 31, 2006 (the “Amendment”), to the Amended and Restated Participation Agreement, dated as of May 24, 2005 (the “Participation Agreement”), under the TD Banknorth, Inc. 2005 Performance Based Restricted Share Unit Plan (the “RSU Plan”), between TD Banknorth Inc. (the “Company”) and David J. Ott (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the RSU Plan.

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November 19, 2006 Kevin Condron, Curtis M. Scribner TD Banknorth Inc. P.O. Box 9540 2 Portland Square Portland, ME 04112-9540 Re: Employment Agreement Dear Kevin and Curtis:
Employment Agreement • November 22nd, 2006 • Td Banknorth Inc. • State commercial banks

As requested by The Toronto-Dominion Bank (“TD”) and TD Banknorth Inc., I hereby acknowledge and agree that neither the execution of the Agreement and Plan of Merger dated as of November 19, 2006 among TD Banknorth Inc., TD and Bonn Merger Co. (the “Merger Agreement”), nor the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), together with any changes in job duties, status, or reporting responsibilities that are directly attributable to the Merger, TD Banknorth Inc. common stock no longer being registered under the Securities Exchange Act of 1934, as amended, or listed on a national securities exchange, or the reality that TD Banknorth Inc. will become a wholly owned subsidiary, will constitute a “Good Reason” or a “Change in Control” (or similar terms), as such terms are defined in my Employment Agreement with TD Banknorth Inc. dated August 25, 2004, as amended or in any compensation plans in which I participate (and that such agreements and arrange

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TD BANKNORTH INC. NONQUALIFIED STOCK OPTION AGREEMENT AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement • May 25th, 2005 • Td Banknorth Inc. • State commercial banks
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November 19, 2006 Kevin Condron, Curtis M. Scribner TD Banknorth Inc. P.O. Box 9540 2 Portland Square Portland, ME 04112-9540 Re: Retention Agreement Dear Kevin and Curtis:
Retention Agreement • November 22nd, 2006 • Td Banknorth Inc. • State commercial banks

As requested by The Toronto-Dominion Bank (“TD”) and TD Banknorth Inc., I hereby acknowledge and agree that neither the execution of the Agreement and Plan of Merger dated as of November 19, 2006 among TD Banknorth Inc., TD and Bonn Merger Co. (the “Merger Agreement”), nor the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), together with any changes in job duties, status, or reporting responsibilities that are directly attributable to the Merger, TD Banknorth Inc. common stock no longer being registered under the Securities Exchange Act of 1934, as amended, or listed on a national securities exchange, or the reality that TD Banknorth Inc. will become a wholly owned subsidiary, will constitute a “Good Reason” or a “Change in Control” (or similar terms), as such terms are defined in my Retention Agreement with TD Banknorth Inc. dated August 25, 2004, as amended or in any compensation plans in which I participate (and that such agreements and arrangem

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TD BANKNORTH INC. AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • May 25th, 2005 • Td Banknorth Inc. • State commercial banks
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TD BANKNORTH INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT — CASH SETTLEMENT AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
Performance-Based Restricted Stock Unit Award Agreement • January 30th, 2006 • Td Banknorth Inc. • State commercial banks • Delaware

THIS AWARD AGREEMENT (the “Agreement”) is made as of this ___ day of January 2006 (hereinafter referred to as the “Date of Grant”) by and between TD Banknorth Inc. (the “Company”) and (the “Participant”). Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan (as hereinafter defined).

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FIRST AMENDMENT TO RETENTION AGREEMENT
Retention Agreement • February 1st, 2006 • Td Banknorth Inc. • State commercial banks • Maine

First Amendment, dated as of January 31, 2006 (the “Amendment”), to the Retention Agreement, dated as of August 25, 2004 (as amended, the “Retention Agreement”), between TD Banknorth Inc., as successor to Banknorth Group, Inc. (the “Company”), and David J. Ott (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Retention Agreement.

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