AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 19, 2006 Among THE TORONTO–DOMINION BANK, BONN MERGER CO. and TD BANKNORTH INC.Agreement and Plan of Merger • November 22nd, 2006 • Td Banknorth Inc. • State commercial banks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 19, 2006 (this “Agreement”), is by and among TD Banknorth Inc., a Delaware corporation (the “Company”), The Toronto-Dominion Bank, a Canadian chartered bank (“Parent”), and Bonn Merger Co., a Delaware corporation (“Merger Sub”);
November 19, 2006 Kevin Condron, Curtis M. Scribner TD Banknorth Inc. P.O. Box 9540 Two Portland Square Portland, ME 04112-9540 Re: Retention Agreement Dear Kevin and Curtis:Td Banknorth Inc. • November 22nd, 2006 • State commercial banks
As requested by The Toronto-Dominion Bank (“TD”) and TD Banknorth Inc., I hereby acknowledge and agree that neither the execution of the Agreement and Plan of Merger dated as of November 19, 2006 among TD Banknorth Inc., TD and Bonn Merger Co. (the “Merger Agreement”), nor the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), together with any changes in job duties, status, or reporting responsibilities that are directly attributable to the Merger, TD Banknorth Inc. common stock no longer being registered under the Securities Exchange Act of 1934, as amended, or listed on a national securities exchange, or the reality that TD Banknorth Inc. will become a wholly owned subsidiary, will constitute a “Good Reason” or a “Change in Control” (or similar terms), as such terms are defined in my Retention Agreement with TD Banknorth Inc. dated August 25, 2004, as amended or in any compensation plans in which I participate (and that such agreements and arrangem
November 19, 2006 Kevin Condron, Curtis M. Scribner TD Banknorth Inc. P.O. Box 9540 2 Portland Square Portland, ME 04112-9540 Re: Employment Agreement Dear Kevin and Curtis:Td Banknorth Inc. • November 22nd, 2006 • State commercial banks
As requested by The Toronto-Dominion Bank (“TD”) and TD Banknorth Inc., I hereby acknowledge and agree that neither the execution of the Agreement and Plan of Merger dated as of November 19, 2006 among TD Banknorth Inc., TD and Bonn Merger Co. (the “Merger Agreement”), nor the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), together with any changes in job duties, status, or reporting responsibilities that are directly attributable to the Merger, TD Banknorth Inc. common stock no longer being registered under the Securities Exchange Act of 1934, as amended, or listed on a national securities exchange, or the reality that TD Banknorth Inc. will become a wholly owned subsidiary, will constitute a “Good Reason” or a “Change in Control” (or similar terms), as such terms are defined in my Employment Agreement with TD Banknorth Inc. dated August 25, 2004, as amended or in any compensation plans in which I participate (and that such agreements and arrange
November 19, 2006 Kevin Condron, Curtis M. Scribner TD Banknorth Inc. P.O. Box 9540 2 Portland Square Portland, ME 04112-9540 Re: Retention Agreement Dear Kevin and Curtis:Td Banknorth Inc. • November 22nd, 2006 • State commercial banks
As requested by The Toronto-Dominion Bank (“TD”) and TD Banknorth Inc., I hereby acknowledge and agree that neither the execution of the Agreement and Plan of Merger dated as of November 19, 2006 among TD Banknorth Inc., TD and Bonn Merger Co. (the “Merger Agreement”), nor the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), together with any changes in job duties, status, or reporting responsibilities that are directly attributable to the Merger, TD Banknorth Inc. common stock no longer being registered under the Securities Exchange Act of 1934, as amended, or listed on a national securities exchange, or the reality that TD Banknorth Inc. will become a wholly owned subsidiary, will constitute a “Good Reason” or a “Change in Control” (or similar terms), as such terms are defined in my Retention Agreement with TD Banknorth Inc. dated August 25, 2004, as amended or in any compensation plans in which I participate (and that such agreements and arrangem
