0000950133-06-002542 Sample Contracts

AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • May 15th, 2006 • Td Banknorth Inc. • State commercial banks • Maine

THIS AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT (this “Agreement”) is made and entered into as of this 9th day of May 2006 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.

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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