0000950123-06-014368 Sample Contracts

VOTING AGREEMENT BY AND BETWEEN THE TORONTO-DOMINION BANK AND PRIVATE CAPITAL MANAGEMENT, L.P. DATED AS OF NOVEMBER 19, 2006
Voting Agreement • November 21st, 2006 • Toronto Dominion Bank • Commercial banks, nec • Delaware

VOTING AGREEMENT, dated as of November 19, 2006 (this “Agreement”), by and between The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), and Private Capital Management, L.P. (the “Stockholder”), a registered investment adviser under the Investment Advisers Act of 1940.

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