0000950133-07-000227 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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TD BANKNORTH INC. AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT – CASH SETTLEMENT AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
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).

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 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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