0000950133-06-004526 Sample Contracts

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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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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