AGREEMENT AND PLAN OF MERGER AMONG THE TORONTO-DOMINION BANK, BERLIN MERGER CO., BANKNORTH GROUP INC. AND BERLIN DELAWARE INC. DATED AS OF AUGUST 25, 2004Merger Agreement • August 31st, 2004 • Banknorth Group Inc/Me • State commercial banks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 25, 2004 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), Berlin Merger Co., a Delaware corporation and a wholly owned subsidiary of TD (“Berlin Mergerco”), Banknorth Group, Inc., a Maine corporation (“Banknorth”), and Berlin Delaware Inc., a Delaware corporation and wholly owned subsidiary of Banknorth (“Banknorth Delaware”).
STOCKHOLDERS AGREEMENT AMONG BANKNORTH GROUP INC., BERLIN DELAWARE INC. AND THE TORONTO-DOMINION BANK DATED AS OF AUGUST 25, 2004Shareholder Agreement • August 31st, 2004 • Banknorth Group Inc/Me • State commercial banks • Delaware
STOCKHOLDERS AGREEMENT dated as of August 25, 2004 among Banknorth Group, Inc., a Maine corporation (the “Company”), Berlin Delaware Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Banknorth Delaware”) and The Toronto-Dominion Bank, a Canadian chartered bank (“TD”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2004 • Banknorth Group Inc/Me • State commercial banks • Maine
AGREEMENT by and among Banknorth Group, Inc., a Maine corporation (the “Company”), and Peter J. Verrill (the “Executive”), dated as of the 25th day of August, 2004.
BANKNORTH GROUP, INC. RETENTION AGREEMENTRetention Agreement • August 31st, 2004 • Banknorth Group Inc/Me • State commercial banks • Maine
This Retention Agreement (this “Agreement”) is made and entered into as of the 25th of August, 2004, by and between Banknorth Group, Inc., a Maine corporation (the “Company”) and (the “Executive”);
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • August 31st, 2004 • Banknorth Group Inc/Me • State commercial banks • Maine
AMENDMENT NO. 1 (this “Amendment”), dated as of August 25, 2004, to the Amended and Restated Rights Agreement, dated as of September 12, 1989 and amended and restated as of July 27, 1999 and as of July 25, 2000 (the “Rights Agreement”), between Banknorth Group, Inc., a Maine corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent (the “Rights Agent”). Capitalized terms used herein without definition shall have the meanings given to them in the Rights Agreement.
