Contract

EXHIBIT 10(i) BANKNORTH GROUP, INC. RETENTION AGREEMENT This Retention Agreement (this “Agreement”) is made and entered into as ofthe 30th of September, 2004, by and between Banknorth Group, Inc., a Mainecorporation, (the “Company”) and Edward P. Schreiber (the “Executive”); W I T N E S S E T H: WHEREAS, the Company, Berlin Delaware Inc., a Delaware corporation andwholly owned subsidiary of the Company (“Berlin Delaware”), The Toronto DominionBank, a Canadian chartered bank, (“TD”), and Berlin Merger Co., a Delawarecorporation and wholly owned subsidiary of TD (“Berlin Mergerco”), have enteredinto an Agreement and Plan of Merger dated as of August 25, 2004, whereby, amongother things, Berlin Mergerco will merge with and into Berlin Delaware (the”Merger”); and WHEREAS, the Company wishes to continue to retain the services of theExecutive after the Effective Date for the benefit of its successor BerlinDelaware; NOW, THEREFORE, in consideration of the foregoing, the mutual covenantsand agreements herein contained, and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Company and theExecutive hereby agree, contingent on completion of the Merger, as follows:1. Definitions. (a) Accrued Benefits means: (i) all salary earned or accrued through the date the Executive’s employment is terminated, and any unpaid amounts described in Section 5(a); (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive through the date the Executive’s employment is terminated; (iii) any and all other compensation previously earned by the Executive and deferred under or pursuant to any deferred compensation plan or plans of the Company then in effect together with any interest or deemed earnings thereon pursuant to, and to the extent consistent with, the terms of such plan or plans; (iv) any bonus earned by the Executive for a Year or other performance period ending prior to the Year or other performance period in which employment terminates, but not yet paid to the Executive, under any bonus or incentive compensation plan or plans in which the Executive is a participant; (v) to the extent not previously paid or provided to the Executive, all other payments and benefits to which the Executive may be entitled under the terms of any applicable compensation or benefit plan, program or arrangement of the Company except for any severance plan, or any plan, program or arrangement that would result in any duplication of benefits. (b) Affiliate of any specified person means any other person that,directly or indirectly, through one or more intermediaries, controls, or iscontrolled by, or is under direct or indirect common control with such specifiedperson. For the purposes of this definition, “control” means the possession,direct or indirect, of the power to direct or cause the direction of themanagement and policies of a person, whether through the ownership of votingsecurities, by contract or 2otherwise, and the terms “controlling” and “controlled” have meaningscorrelative to the foregoing. (c) Annual Bonus means any bonus or incentive award under any bonus orincentive compensation plan, program or arrangement of the Company in which theExecutive is a participant the performance period for which is or was initiallyscheduled to be one (1) year or less. (d) Base Amount means an amount equal to the Executive’s AnnualizedIncludable Compensation for the Base Period as defined in Section 280G(d)(1) and(2) of the Code (as hereinafter defined). (e) Benefit Computation Base means either (i) the Benefit Computation Baseas defined in the Supplemental Retirement Agreement between Executive and theCompany or (ii) if there is no Supplemental Retirement Agreement between theExecutive and the Company, the base annual compensation amount used incalculating the Executive’s benefits under the Retirement Plan. (f) Bonus (whether or not capitalized) means any bonus or incentive award(including any Annual Bonus or Long-Term Incentive Award) under any bonus orincentive compensation plan, program or arrangement of the Company in which theExecutive is a participant. (g) Cause means: (i) the Executive’s conviction of, or plea of nolo contendere to, a felony; or (ii) willful and intentional misconduct, willful neglect, or gross negligence in the performance of the Executive’s duties, which has caused a demonstrable and serious injury to the Company, monetary or otherwise. The Executive shall be given written notice that the Company intends to terminate the Executive’s employment for Cause. 3 Such written notice shall specify the particular acts, or failures to act, on the basis of which the decision to so terminate employment was made. In the case of a termination for Cause as described in clause (ii), above,the Executive shall be given the opportunity within thirty (30) days of thereceipt of such notice to meet with the Board of Directors of the Company todefend such acts, or failures to act, prior to termination. The Company maysuspend the Executive’s title and authority pending such meeting, and suchsuspension shall not constitute Good Reason, as defined in subsection (o) below. (h) Change of Control means a change of control, as that term is definedin TD’s Performance Based Restricted Share Unit Plan (Outside Canada) (as ineffect from time to time, or any successor plan), of either TD or the Company,with such definition being appropriately adjusted, where necessary, to refer tothe Company. (i) Code means the Internal Revenue Code of 1986, as amended. (j) Deferred Compensation Plan means a deferred compensation plan approvedby the Compensation Committee of the Board. (k) Disability means a disability entitling the Executive to paymentsunder the Company’s long-term disability plan applicable to the Executive,provided that in no event shall the Executive’s employment be terminable byreason of Disability unless the Executive shall have been absent from theExecutive’s duties with the Company on a full-time basis for one hundred andtwenty (120) consecutive business days as a result of incapacity due to mentalor physical illness that is determined to be total and permanent by a physicianselected by the Company or its insurers and acceptable to the Executive or theExecutive’s legal representative. 4 (l) Early Retirement Benefit means either (i) the “Early RetirementBenefit” or “Early Retirement/Termination of Service Benefit” as defined in theSERP Agreement or (ii) if there is no Supplemental Retirement Agreement betweenthe Executive and the Company, the early retirement benefit as defined in theRetirement Plan. (m) Effective Date means the date on which the Effective Time (as definedin the Merger Agreement) occurs. (n) EIP means the Company’s Executive Incentive Plan as amended and ineffect on the Merger Agreement Date. (o) Good Reason means: (i) any breach of this Agreement by the Company, including without limitation (A) any reduction during the Retention Period in the amount of the Executive’s base salary, incentive compensation opportunities or aggregate welfare and pension benefits as in effect on the Effective Date, or (B) failure to provide the Executive with the same fringe benefits that were provided to the Executive immediately prior to the Effective Date, or with a package of fringe benefits (including paid vacations) that, though one or more of such benefits may vary from those in effect immediately prior to the Effective Date, is substantially comparable in all material respects to such fringe benefits taken as a whole; (ii) without the Executive’s express written consent, the assignment to the Executive of any duties that are materially inconsistent with the Executive’s positions, duties, responsibilities and status immediately following the Effective Date, a material change in the Executive’s reporting responsibilities, titles or offices as an employee and as in effect immediately following the Effective Date, or a significant reduction in the 5 Executive’s title, duties, or responsibilities, as in effect immediately prior to the Effective Date, but without regard to the Executive’s normal and appropriate interaction with executives of TD as a result of the Company’s status as an Affiliate of TD; (iii) the relocation of the Executive’s principal place of employment, without the Executive’s written consent, to a location outside the same metropolitan area in which the Executive was employed at the time of the Effective Date, or the imposition of any requirement that the Executives spend more than ninety (90) business days per year at a location other than such principal place of employment; or (iv) any purported termination of the Executive’s employment for Cause or Disability which is not effected pursuant to a satisfactory Notice of Termination. In the event of the occurrence of any of the events described in(i), (ii), (iii) or (iv) above, the Executive may, within three (3) months afterthe Executive has knowledge of the occurrence of any such event, give theCompany written notice that such event constitutes Good Reason, and the Companyshall thereafter have thirty (30) days in which to cure. If the Company has notcured in that time, the event shall constitute Good Reason. If the Executive hasnot given notice of Good Reason during such three (3) month period, such eventshall not constitute Good Reason. (p) Long-Term Incentive Award means an incentive award under the EIP theperformance period for which is or was initially scheduled to be in excess ofone (1) year. (q) Merger Agreement means the Agreement and Plan of Merger, dated as ofAugust 25, 2004 among the Company, Berlin Delaware, TD and Berlin Mergerco. (r) Merger Agreement Date means the date upon which the Merger Agreementwas executed by the parties thereto. 6 (s) Notice of Termination means a notice which shall indicate the specifictermination provision relied upon in this Agreement and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of Executive’s employment under the provision so indicated. (t) Plan Year with respect to any of the Retirement Plan or the 401(k)Plan, the “plan year” as defined in such plan. (u) Post-Retention Period Severance means a severance payment consistingof eighteen (18) months of continuation of the Executive’s then base salary. (v) Pre-Merger Option means any option to purchase common stock of theCompany that was granted prior to the date on which the Merger Agreement wasexecuted by the parties thereto. (w) Prorated Bonus means a lump sum cash payment payable within ten (10)business days of the date of termination equal to the product of (x) the averageAnnual Bonus paid (whether deferred or paid in equity) to the Executive underthe annual bonus plan of the Company for the last three (3) full fiscal years ofthe Company ending prior to the date of termination or such shorter number ofyears that the Executive has been employed by the Company and eligible toreceive a full year bonus and (y) a fraction, the numerator of which is thenumber of days in the current fiscal year through the date of termination andthe denominator of which is three hundred and sixty-five (365). (x) Retention Amount shall be: (i) a lump sum payment equal to $1,127,964; and 7 (ii) for purposes of determining the Executive’s benefit under the SERP Agreement an additional thirty-six (36) months of age and of service shall be credited, determined as follows: (A) The additional thirty-six (36) months of age and serviceshall be applied for purposes of benefit accrual, vesting, eligibility for earlyretirement, subsidized early retirement factors, actuarial equivalence and anyother purposes under the SERP Agreement. (B) Any provision under the SERP Agreement prohibiting theaccrual of any additional benefits after the Executive has been credited withmore than a stated number of years of service shall be disregarded. (C) For purposes of determining the amount of the Executive’sbenefit under the SERP Agreement, the reduction in respect of the benefit paidunder the Retirement Plan shall be based on the Executive’s actual RetirementPlan benefit (that is, without any additional deemed service). (D) For purposes of determining the Early Retirement Benefitand other forms of benefit under the SERP Agreement, if the Executive is lessthan fifty-five (55) years of age, the Executive shall be deemed to be at leastfifty-five (55) years of age on the date the Executive’s employment with theCompany terminates, notwithstanding the Executive’s actual age, if less. (E) The Benefit Computation Base (as defined in the SERPAgreement) shall be determined as if it were being calculated at the end of thethirty-six (36) month period of service credited to the Executive under thisparagraph (ii) and as if during such thirty-six (36) additional month period theExecutive’s annualized compensation was the same as such compensation for (I)the Year during which the Executive’s employment is terminated, or, (II) 8any Year before the Effective Date occurred, whichever is greater. The partieshereto agree that (i) any bonus amount that would normally be payable in 2005,but is accelerated into 2004 shall be taken into account in determining theExecutive’s Benefit Computation Base under this paragraph (E) as if it had beenpaid in 2005, (ii) no amounts payable pursuant to Sections 5, 6 and 7 shall betaken into account in determining the Executive’s benefits under the SERPAgreement, and (iii) the SERP Agreement shall be amended accordingly, ifnecessary. (F) Any amendment to the Retirement Plan after the date hereofshall be disregarded to the extent that the application of such amendment woulddecrease the total amount of the benefits provided for in this paragraph (ii). (G) The Executive shall be entitled to a lump sum distributionof SERP Agreement benefits in all events, and the Company shall not be entitledto require payment over a longer period. If the Executive elects a lump sumpayment (i) the actuarial equivalent benefit shall be determined in accordancewith the provisions of the Retirement Plan as in effect immediately prior to theEffective Date, or as in effect on termination of the Executive’s employment,whichever creates the greater benefit, and (ii) the lump sum payment shall,unless deferred in advance by the Executive pursuant to reasonable criteriaconsistent with the requirements of the Code, be made within thirty (30) daysfollowing the termination of the Executive’s employment. (H) An example of the SERP calculation described by thisAgreement will be appended hereto as Exhibit A as soon as reasonably practicablefollowing the Merger Agreement Date. (y) Retention Period means a period commencing on the Effective Date andending on the third (3rd) anniversary of the date on which the Effective Dateoccurs. 9 (z) Retirement means a termination of the Executive’s employment onaccount of resignation by the Executive at or after age sixty-two and one-half(62.5), other than a resignation for Good Reason. (aa) Retirement Plan means the Banknorth Group, Inc. Retirement Plan, asamended and in effect from time to time and any successor plan. (bb) SERP Agreement means either (i) the Supplemental Retirement Agreementbetween the Executive and the Company or (ii) if there is no SupplementalRetirement Agreement between the Executive and the Company, the Banknorth Group,Inc. Supplemental Retirement Plan, as amended. (cc) Year means a calendar year unless otherwise specifically provided. (dd) 401(k) Plan means the Banknorth Group, Inc. 401(k) Plan dated January1, 2001, as amended, or any successor plan.2. Term of Agreement. This Agreement shall begin on the Effective Date and shall terminate onthe third anniversary of such date. If the Effective Date does not occur, thisAgreement shall be null and void ab initio.3. Duties. During the Retention Period, the Executive shall serve the Company in suchcapacities and positions as may be assigned by the Company consistent with theExecutive’s capacities and positions immediately prior to the Effective Date andshall devote the Executive’s best efforts and all of the Executive’s businesstime, attention and skill to the business and affairs of the Company, as suchbusiness and affairs now exist and as they may hereafter be conducted.4. Compensation. 10 During the Retention Period, the Executive shall be compensated by theCompany as follows: (a) the Executive shall receive, at such intervals and in accordance withsuch standard policies of the Company from time to time, an annual base salarynot less than the Executive’s annual base salary as in effect immediately priorto the Effective Date, subject to adjustment as hereinafter provided, and shallbe entitled to such increases in Executive’s base salary, if any, as may bedetermined from time to time in the sole discretion of the Board, provided thatin no event may the Executive’s annual base salary be decreased; (b) the Executive shall be included in all plans providing incentivecompensation to executives, including but not limited to bonus, deferredcompensation, annual or other incentive compensation, supplemental pension,stock ownership, stock option, stock appreciation, stock bonus and similar orcomparable plans as any such plans are extended by the Company from time to timeto senior corporate officers, key employees and other employees of comparablestatus, provided that in no event shall the Executive’s incentive compensationopportunities be less favorable than the Executive’s incentive compensationopportunities immediately prior to the Effective Date; (c) the Executive shall be reimbursed, at such intervals and in accordancewith such standard policies as may be in effect on the Effective Date, for anyand all monies advanced in connection with the Executive’s employment forreasonable and necessary expenses incurred by the Executive on behalf of theCompany, including travel expenses; (d) the Executive shall enjoy the fringe benefits normally afforded to theCompany’s executive officers. Such fringe benefits may vary from those in effectimmediately prior to the 11Effective Date, provided that such fringe benefits taken as a whole aresubstantially comparable in all material respects to those in effect immediatelyprior to such date; (e) the Executive shall be allowed to participate, on the same basis asapplicable to other employees of comparable status and position, in any and allplans, programs or arrangements covering employee benefits or fringe benefits,including but not limited to the following: group medical insurance,hospitalization benefits, disability benefits, medical benefits, dentalbenefits, pension benefits, profit sharing and stock bonus plans, but excludingseverance and any similar plans, programs or arrangements, and, in any event,such plans, programs or arrangements shall be no less favorable, in theaggregate, than those in effect as of immediately prior to the Effective Date; (f) the Executive shall receive annually not less than the amount of paidvacation and not fewer than the number of paid holidays received annuallyimmediately prior to the Effective Date or, if greater, available annually toother employees of comparable status and position with the Company; and (g) notwithstanding the terms and conditions of the pre-Merger Options(whether set forth in any option plan or option agreement), the transactionscontemplated by the Merger Agreement shall be deemed not to constitute a changeof control under the applicable plan or agreement, and, as a consequence, noneof the pre-Merger Options shall vest and become exercisable directly as a resultof the transactions contemplated by the Merger Agreement. During the Retention Period, the Board of Directors of the Company, or anappropriate committee thereof, will consider and appraise, at least annually,the contributions of the Executive to the Company’s operating efficiency,growth, production and profits and, in accordance with past practice, dueconsideration shall be given to the upward adjustment of the 12Executive’s compensation rate, at least annually, commensurate with increasesgenerally given to other senior corporate officers and key employees and as thescope of the Executive’s duties expands.5. Initial Payment and Retention Amount. (a) Initial Payment. Within ten (10) business days after the EffectiveDate, the Executive shall be paid any unpaid portion of a pro-rata Long TermIncentive Award in an amount determined as described in Section 5 of the EIP. (b) Retention Amount. Subject to the provisions of Section 6 and inconsideration for the Executive’s agreement to remain employed by the Companyand to abide by the provisions of Sections 8(a) and 8(b) hereof, within ten (10)business days following the third (3rd) anniversary of the Effective Date,provided that the Executive has continuously been in the employ of the Companyfrom the Effective Date through such anniversary date, the Executive shall bepaid, or be credited with, as the case may be, the Retention Amount.6. Termination of Employment. Any termination by the Company or the Executive of the Executive’semployment during the Retention Period shall be communicated by written Noticeof Termination to the Executive if such notice is delivered by the Company, andto the Company if such notice is delivered by the Executive. Any payments madeunder this Section 6, other than due to death, shall be contingent on theExecutive’s prior execution and non-revocation of a mutual release substantiallyin the form attached hereto as Exhibit B; provided, however, that if the Companyrefuses to execute such mutual release, the Executive’s obligation to executeand not revoke the release as a precondition to receiving severance benefitsshall terminate. The Notice of Termination shall comply with the requirements ofSection 18 below. 13 (a) Termination for Disability Prior to the End of the Retention Period.If during the Retention Period, the Executive’s employment is terminated onaccount of the Executive’s Disability, the Executive shall receive any AccruedBenefits, the Prorated Bonus, and any unpaid Retention Amount, and shall remaineligible for all benefits as provided pursuant to the terms of any long-termdisability programs of the Company in effect at the time of such termination. Inaddition, the pre-Merger Options shall become immediately vested and exercisable(to the extent not previously vested and exercisable) and shall remainexercisable for the period provided under the applicable option agreement. (b) Termination due to the Executive’s Death or Retirement Prior to theEnd of the Retention Period. If, during the Retention Period, the Executive’semployment is terminated on account of the Executive’s death or Retirement, theExecutive, (or the Executive’s estate or designated beneficiary (orbeneficiaries), as applicable), shall receive all the Executive’s AccruedBenefits, the Prorated Bonus, and any unpaid Retention Amount. In addition, thepre-Merger Options shall become immediately vested and exercisable (to theextent not previously vested and exercisable) and shall remain exercisable forthe period provided under the applicable option agreement. (c) Voluntary Termination or Termination for Cause Prior to the End of theRetention Period. If, during the Retention Period, (i) the Executive shallterminate employment with the Company other than for Good Reason, or (ii) theExecutive’s employment is terminated for Cause, the Executive shall receive fromthe Company only the Accrued Benefits. (d) Termination by the Company Without Cause or by the Executive for GoodReason Prior to the End of the Retention Period. If, during the RetentionPeriod, the Executive’s 14employment with the Company is terminated by the Company other than for Cause,or by the Executive for Good Reason, then: (i) the Executive shall receive from the Company the Accrued Benefits, the Prorated Bonus, and any unpaid Retention Amount, which shall be paid within ten (10) days after the date of termination of the Executive’s employment; and (ii) the pre-Merger Options shall become immediately vested and exercisable (to the extent not previously vested and exercisable) and shall remain exercisable for the period provided under the applicable option agreement; and (iii) if such termination takes place following a Change of Control that occurs after the Effective Date, any other grants of equity-based compensation awards from Toledo or the Company shall become immediately vested and exercisable (to the extent not previously vested and exercisable) and, if applicable, shall remain exercisable for the period provided under the applicable award agreement; and (iv) the Executive shall continue to be covered at the expense of the Company by the same or equivalent hospital, medical, dental, accident, disability and life insurance coverage as in effect for the Executive immediately prior to termination of the Executive’s employment, until the earlier of (I) thirty-six (36) months following termination of employment, or (II) the date the Executive has commenced new employment and has thereby become eligible for comparable benefits; provided that, with respect to any of the coverages described above, if such coverage is provided through an insurance policy with an insurance company unaffiliated with the Company and if under the terms of the applicable policy, it is not possible to provide continued coverage (or if continued coverage under such policy would increase the Company’s cost allocable to the 15 Executive by more than one hundred percent (100%)), then the Company shall pay the Executive a lump sum cash amount, no later than thirty (30) days following termination of employment an amount equal to twice the aggregate allocable cost of such coverage as applicable immediately prior to termination of employment, such payment to be made without any discount for present value (the “Medical Benefits”). (e) Termination After the Retention Period. (i) If, after the Retention Period, the Executive’s employment with the Company is terminated by the Company other than for cause or by the Executive for good reason, each as defined pursuant to the Company’s then-applicable severance program for its executives, the Executive shall receive the Post-Retention Period Severance. (ii) In addition, in the event that the Executive ceases to be employed by the Company for any reason at or following the end of the Retention Period (other than by reason of a termination of the Executive’s employment by the Company for Cause), the Executive shall be entitled to the Medical Benefits. 7. Certain Supplemental Payments by the Company. (a) In the event it is determined that part or all of the compensation andbenefits to be paid to the Executive, whether or not payable hereunder, (i)constitute “parachute payments” under Section 280G of the Code (the “Payments”),and (ii) exceed one hundred and five percent (105%) of three (3) times theExecutive’s Base Amount, the Company, on or before the date for payment of suchexcise tax, shall pay to or on behalf of the Executive, in lump sum, an amount(the “Gross-Up Amount”) such that, after payment of all federal, state and localincome tax and any additional excise tax under Section 4999 of the Code inrespect of the Gross-Up Amount payment, the Executive will be fully reimbursedfor the amount of such excise tax. If the 16Payments equal three (3) times the Executive’s Base Amount or exceed three (3)times the Executive’s Base Amount, but by an amount less than five percent (5%)of three (3) times the Base Amount, such payments shall be reduced by the leastamount necessary to bring such Payments below three (3) times the Executive’sBase Amount. (b) The determination of the Parachute Amount, the Base Amount and theGross-Up Amount, as well as any other calculations necessary to implement thisSection 7 shall be made by KPMG LLP, and subject to the review and reasonableapproval of Ernst & Young LLP, unless the Executive and the Company agreeotherwise. The accounting firm’s fee shall be paid by the Company. (c) As promptly as practicable following such determination and theelections hereunder, the Company shall pay to or distribute to or for thebenefit of the Executive such amounts as are then due to the Executive underthis Agreement and shall promptly pay to or distribute for the benefit of theExecutive in the future such amounts as become due to the Executive under thisAgreement. (d) As a result of the uncertainty in the application of Section 280G ofthe Code at the time of an initial determination hereunder, it is possible thatpayments will not have been made by the Company which should have been madeunder clause (a) of this Section 7 (“Underpayment”). In the event that there isa final determination by the Internal Revenue Service, or a final determinationby a court of competent jurisdiction, that an Underpayment has been made and theExecutive thereafter is required to make any payment of an excise tax, incometax, any interest or penalty, the accounting or benefits consulting firmselected under clause (b) above shall determine the amount of the Underpaymentthat has occurred and any such Underpayment shall be promptly paid by theCompany to or for the benefit of the Executive. If 17and to the extent that the Executive receives any tax refund from the InternalRevenue Service that is attributable to payments by the Company pursuant to thisSection 7 of amounts in excess of the actual Gross-Up Amount as finallydetermined by the Internal Revenue Service or a court of competent jurisdiction(“Overpayment”), the Executive shall promptly pay to the Company the amount ofsuch refund that is attributable to the Overpayment (together with any interestpaid or credited thereon after taxes applicable thereto); provided, however, theExecutive shall not have any obligation to pay the Company any amount pursuantto this Section 7(d) if and to the extent that any such obligation would causethe arrangement to be treated as a loan or extension of credit prohibited byapplicable law.8. Further Obligations of the Executive. (a) Confidentiality. During and following the Executive’s employment bythe Company, the Executive shall hold in confidence and not directly orindirectly disclose or use or copy or make lists of any confidential informationor proprietary data of the Company, except to the extent authorized in writingby the Board or required by any court or administrative agency or otherwise byapplicable law, other than to an employee of the Company or a person to whomdisclosure is reasonably necessary or appropriate in connection with theperformance by the Executive of duties as an executive of the Company.Confidential information shall not include any information known generally tothe public or any information of a type not otherwise considered confidential bypersons engaged in the same business or a business similar to that of theCompany. All records, files, documents and materials or copies thereof relatingto the Company’s business which the Executive shall prepare, or use, or comeinto contact with, shall be and remain the sole property of the Company andshall be promptly returned to the Company upon termination of employment withthe Company. 18 (b) Non-Solicitation. During the Retention Period and, for a period ofthree (3) years following the date the Executive ceases to be employed by theCompany (the “Restricted Period”), the Executive will not hire, or, directly orindirectly, contact, approach or solicit for the purpose of offering employmentto or hiring (whether as an employee, consultant, agent, independent contractoror otherwise), or encouraging to cease work with the Company or its Affiliates,any person who is then employed or retained as a consultant by the Company, oran Affiliate of the Company, other than on behalf of the Company or an Affiliateof the Company, or was employed or retained as a consultant by the Company or anAffiliate of the Company during the one (1) year period prior to such hiring,solicitation or other act prohibited by this Section 8(b)(i). (c) Certain Accelerations and Option Exercises. The Executive agrees thatthe Company may, at its election, accelerate the payment of (x) the amountdescribed in Section 5(a) and/or (y) the annual bonus for 2004 to a date on orbefore December 31, 2004 (it being understood that the amount payable underSection 6(a) shall be based upon the date upon which the Effective Time occursand shall be reduced by any amount previously paid under this Section 8(c)), andagrees to exercise, prior to December 31, 2004, any vested options to purchaseBerlin shares that would otherwise expire by their terms during calendar year2004, 2005 and 2006 and that may reasonably be necessary, based on the advice ofKPMG LLP, and subject to the review and reasonable approval of Ernst & Young,LLP, in order for the Executive to mitigate the effects of Section 280G of theCode.9. Equitable Relief. Executive acknowledges and agrees that in the event of a breach byExecutive of any of the provisions of Sections 8(a) and 8(b) hereof, the Companymay suffer irreparable harm for 19which monetary damages alone will constitute an insufficient remedy.Consequently, in the event of any such breach, the Company may, in addition toother rights and remedies existing in its favor, apply to any court of law orequity of competent jurisdiction for specific performance and/or injunctive orother relief in order to enforce or prevent any violations of the provisionshereof, in each case without the requirement of posting a bond or proving actualdamages.10. Expenses and Interest. If, during the Retention Period, a good faith dispute arises with respectto the enforcement of the Executive’s rights under this Agreement, or if anylegal or arbitration proceeding shall be brought in good faith to enforce orinterpret any provision contained herein, or to recover damages for breachhereof, the Executive shall recover from the Company any reasonable attorney’sfees and necessary costs and disbursements incurred as a result of such dispute,and prejudgment interest on any money judgment or arbitration award obtained bythe Executive calculated at the rate of interest announced by Banknorth N.A., orany successor thereto, from time to time as its prime rate from the date thatpayments to the Executive should have been made under this Agreement.11. Payment Obligations Absolute. The Company’s obligation during and after the Retention Period to pay theExecutive the compensation and to make the arrangements provided herein shall beabsolute and unconditional and shall not be affected by any circumstances,including, without limitation, any setoff, counterclaim, recoupment, defense orother right which the Company may have against the Executive or anyone else. Allamounts payable by the Company hereunder shall be paid without notice or demand.Each and every payment made hereunder by the Company shall be final and theCompany will not seek to recover all or any part of such payment from theExecutive or from 20whomsoever may be entitled thereto, for any reason whatever except as providedin Section 7(d) above. In no event shall the Executive be obligated to seekother employment or take any other action by way of mitigation of the amountspayable to the Executive under any of the provisions of this Agreement, and suchamounts shall not be reduced whether or not the Executive obtains otheremployment.12. Successors. (a) The Company will require any successor or assign (whether direct orindirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company, by agreement inform and substance satisfactory to the Executive, expressly, absolutely andunconditionally to assume and agree to perform this Agreement in the same mannerand to the same extent that the Company would be required to perform it if nosuch succession or assignment had taken place. Any failure of the Company toobtain such agreement prior to the effectiveness of any such succession orassignment shall be a material breach of this Agreement and shall entitle theExecutive to terminate the Executive’s employment for Good Reason. As used inthis Agreement, “Company” shall mean the Company as hereinbefore defined and anysuccessor or assign to all or substantially all of the business and/or assets asaforesaid which executes and delivers the agreement provided for in this Section12(a) or which otherwise becomes bound by all the terms and provisions of thisAgreement by operation of law. Notwithstanding the foregoing, the Executivehereby expressly agrees to the assumption of this Agreement by Berlin Delaware. (b) This Agreement and all rights of the Executive shall inure to thebenefit of and be enforceable by the Executive’s personal or legalrepresentatives, estates, executors, administrators, heirs and beneficiaries.All amounts payable to the Executive hereunder shall be 21paid, in the event of the Executive’s death, to the Executive’s estate, heirsand representatives. Except as provided in this Section 12, no party may assignthis Agreement or any rights, interests, or obligations hereunder without theprior written approval of the other party. Subject to the preceding sentence,this Agreement shall be binding upon and shall inure to the benefit of theparties hereto and their respective successors and permitted assigns pursuant toSection 12(a). This Agreement shall not be terminated by the voluntary orinvoluntary dissolution of the Company. In addition, Sections 6, 7, 8, 9, 10,11, 13 and 17 shall survive the termination of this Agreement to the extentnecessary to give effect to the terms thereof.13. Severability and Enforcement. The provisions of this Agreement shall be regarded as divisible, and ifany such provisions or any part hereof are declared invalid or unenforceable bya court of competent jurisdiction, the validity and enforceability of theremainder of such provisions or parts hereof and the applicability thereof shallnot be affected thereby. It is expressly understood and agreed that although theExecutive and the Company consider the restrictions contained herein to bereasonable, if a final judicial determination is made by a court of competentjurisdiction that the time or territory or any other restriction contained inthis Agreement is an unenforceable restriction against Executive, the provisionsof this Agreement shall not be rendered void but shall be deemed amended toapply as to such maximum time and territory and to such maximum extent as suchcourt may judicially determine or indicate to be enforceable. Alternatively, ifany court of competent jurisdiction finds that any restriction contained in thisAgreement is unenforceable, and such restriction cannot be amended so as to makeit enforceable, such finding shall not affect the enforceability of any of theother restrictions contained herein.14. Amendment. 22 This Agreement may not be amended or modified at any time except by awritten instrument executed by the Company and the Executive.15. Withholding. The Company shall be entitled to withhold from amounts to be paid to theExecutive hereunder any federal, state or local withholding or other taxes, orcharge which it is from time to time required to withhold. The Company shall beentitled to rely on an opinion of counsel if any question as to the amount orrequirement of any such withholding shall arise.16. Governing Law. This Agreement and the rights and obligations hereunder shall be governedby and construed in accordance with the laws of the State of Maine.17. Arbitration. Any dispute arising out of this Agreement other than with regard toSections 8(a) and 8(b) shall be determined by arbitration in the State of Maineunder the rules of the American Arbitration Association then in effect andjudgment upon any award pursuant to such arbitration may be enforced in anycourt having jurisdiction thereof.18. Notice. Notices given pursuant to this Agreement shall be in writing and shall bedeemed given when received and, if mailed, shall be mailed by United Statesregistered or certified mail, return receipt requested, addressee only postageprepaid, to the Company at: Banknorth Group, Inc. P.O. Box 9540 Two Portland Square Portland, ME 04112 Attn: General Counsel 23or if to the Executive, at the address contained in the records of the Company,or to such other address as the party to be notified shall have given to theother.19. No Waiver. No waiver by any party at any time of any breach by another party of, orcompliance with, any condition or provision of this Agreement to be performed byanother party shall be deemed a waiver of similar or dissimilar provisions orconditions at any time.20. Headings. The headings herein contained are for reference only and shall not affectthe meaning or interpretation of any provision of this Agreement.21. Entire Agreement. This Agreement constitutes the entire agreement among the parties heretowith respect to the subject matter hereof and supersedes any prior severanceagreements between the Executive and the Company. 24 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dayand year first written above. BANKNORTH GROUP, INC. By: /s/ Carol L. Mitchell ————————————- Name: Carol L. Mitchell Title: Executive Vice President, General Counsel, Secretary and Clerk /s/ Edward P. Schreiber —————————————– Edward P. Schreiber 25 EXHIBIT A [EXAMPLE OF SERP CALCULATION] EXHIBIT B GENERAL RELEASE 1. Release of Claims by Executive. (a) In consideration of the payments and benefits to be provided to[________] (“Executive”) pursuant to the retention agreement, dated as ofAugust___, 2004, to which Executive and Banknorth Group, Inc., a Mainecorporation (the “Company”), are parties (the “Retention Agreement”), thesufficiency of which is acknowledged hereby, Executive, with the intention ofbinding himself and his heirs, executors, administrators and assigns, doeshereby release, remise, acquit and forever discharge the Company,Toronto-Dominion Bank (“TD”) and each of their subsidiaries and affiliates (the”Company Affiliated Group”), their present and former officers, directors,executives, agents, attorneys and employees, and the successors, predecessorsand assigns of each of the foregoing (collectively, the “Company ReleasedParties”), of and from any and all claims, actions, causes of action,complaints, charges, demands, rights, damages, debts, sums of money, accounts,financial obligations, suits, expenses, attorneys’ fees and liabilities ofwhatever kind or nature in law, equity or otherwise, whether accrued, absolute,contingent, unliquidated or otherwise and whether now known or unknown,suspected or unsuspected, which Executive, individually or as a member of aclass, now has, owns or holds, or has at any time heretofore had, owned or held,against any Company Released Party in any capacity, including, withoutlimitation, any and all claims (i) arising out of or in any way connected withExecutive’s service to any member of the Company Affiliated Group (or thepredecessors thereof) in any capacity, or the termination of such service in anysuch capacity, (ii) for severance or vacation benefits, unpaid wages, salary orincentive payments, (iii) for breach of contract, wrongful discharge, impairmentof economic opportunity, defamation, intentional infliction of emotional harm orother tort, (iv) for any violation of applicable state and local labor andemployment laws (including, without limitation, all laws concerning unlawful andunfair labor and employment practices) and (v) for employment discriminationunder any applicable federal, state or local statute, provision, order orregulation, and including, without limitation, any claim under Title VII of theCivil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the FairLabor Standards Act, the Americans with Disabilities Act (“ADA”), the EmployeeRetirement Income Security Act of 1974, as amended (“ERISA”), the AgeDiscrimination in Employment Act (“ADEA”) and any similar or analogous statestatute, excepting only: (A) the rights of Executive under the Retention Agreement; (B) the rights of Executive (i) relating to any stock optionsand other equity-based awards held by Executive as of the date hereof(collectively, the “Equity Arrangements”) and (ii) as a stockholder of theCompany or its affiliates; (C) the right of Executive to receive COBRA continuationcoverage in accordance with applicable law; (D) rights to indemnification Executive may have under (i)applicable corporate law, (ii) the by-laws or certificate of incorporation ofany Company Released Party, (iii) any other agreement between Executive and aCompany Released Party (iv) as an insuredunder any director’s and officer’s liability insurance policy now or previouslyin force or (v) Section 6.7 of the Agreement and Plan of Merger, dated as ofAugust 25, 2004, among the Company, Berlin Delaware, Inc., TD and Berlin MergerCo.; and (E) claims for benefits under any health, disability,retirement, life insurance or other, similar “employee benefit plan” (within themeaning of Section 3(3) of ERISA) of the Company Affiliated Group (the “CompanyBenefit Plans”). (b) Executive acknowledges and agrees that the release of claims setforth in this Section 1 is not to be construed in any way as an admission of anyliability whatsoever by any Company Released Party, any such liability beingexpressly denied. (c) The release of claims set forth in this Section 1 applies to anyrelief no matter how called, including, without limitation, wages, back pay,front pay, compensatory damages, liquidated damages, punitive damages, damagesfor pain or suffering, costs, and attorney’s fees and expenses. (d) Executive specifically acknowledges that his acceptance of theterms of the release of claims set forth in this Section 1 is, among otherthings, a specific waiver of his rights, claims and causes of action under TitleVII, ADEA, ADA and any state or local law or regulation in respect ofdiscrimination of any kind. (e) Executive shall have a period of 21 days to consider whether toexecute this General Release. To the extent Executive has executed this GeneralRelease within less than twenty-one (21) days after its delivery to him, theExecutive hereby acknowledges that his decision to execute this General Releaseprior to the expiration of such twenty-one (21) day period was entirelyvoluntary. If Executive accepts the terms hereof and executes this GeneralRelease, he may thereafter, for a period of 7 days following (and not including)the date of execution, revoke this General Release. If no such revocationoccurs, this General Release shall become irrevocable in its entirety, andbinding and enforceable against Executive, on the day next following the day onwhich the foregoing seven-day period has elapsed. Any revocation of this GeneralRelease shall be deemed for all purposes a revocation of this General Release inits entirety. (f) Executive acknowledges and agrees that he has not, with respectto any transaction or state of facts existing prior to the date hereof, filedany complaints, charges or lawsuits against any Company Released Party with anygovernmental agency, court or tribunal. 2. Effect of Unenforceability of Release. In addition to any otherremedy available to the Company hereunder, in the event that, as a result of achallenge brought by an Employee Released Party (as defined below), the releaseof claims set forth in Section 1 becomes null and void or is otherwisedetermined not to be enforceable, then the Company’s obligation to make anyadditional payments or to provide any additional benefits under the RetentionAgreement shall immediately cease to be of any force and effect, and Executiveshall promptly return to the Company any payments or benefits the provision ofwhich by the Company was conditioned on the enforceability of this GeneralRelease. 2 3. Release of Claims by the Company and TD. (a) The Company and TD, with the intention of binding themselves andtheir subsidiaries, affiliates, predecessors and successors and their directorsand officers (collectively, the “Releasing Entities”), do hereby release,remise, acquit and forever discharge Executive and his heirs, estate, executors,administrators and assigns (collectively, the “Employee Released Parties”), ofand from any and all claims, actions, causes of action, complaints, charges,demands, rights, damages, debts, sums of money, accounts, financial obligations,suits, expenses, attorneys’ fees and liabilities of whatever kind or nature inlaw, equity or otherwise, whether accrued, absolute, contingent, unliquidated orotherwise and whether now known or unknown, suspected or unsuspected, which theCompany, TD and their subsidiaries, affiliates, predecessors and successors,individually or as a member of a class, now have, own or hold, or have at anytime heretofore had, owned or held, against any Employee Released Party,excepting only: (A) rights of the Releasing Entities under this GeneralRelease, the Retention Agreement, the Equity Arrangements and the CompanyBenefit Plans; and (B) rights of the Releasing Entities arising by reason ofExecutive having committed a crime or an act or omission to act whichconstitutes fraud, willful misconduct or gross negligence. (b) The Releasing Entities acknowledge and agree that the release ofclaims set forth in this Section 3 is not to be construed in any way as anadmission of any liability whatsoever by any Employee Released Party, any suchliability being expressly denied. (c) The release of claims set forth in this Section 3 applies to anyrelief no matter how called, including, without limitation, compensatorydamages, liquidated damages, punitive damages, damages for pain or suffering,costs, and attorney’s fees and expenses. (d) Nothing herein shall be deemed, nor does anything containedherein purport, to be a waiver of any right or claim or cause of action which bylaw the Company is not permitted to waive. (e) The Company acknowledges and agrees that it has not, withrespect to any transaction or state of facts existing prior to the date hereof,filed any complaints, charges or lawsuits against any Employee Released Partywith any governmental agency, court or tribunal. 4. Nondisparagement. Executive agrees not to make any disparagingstatements about the Company Released Parties or the Company Affiliated Group’sbusiness practices, operations or personnel policies and practices to any of theCompany Affiliated Group’s customers, clients, competitors, suppliers,directors, consultants, employees, former employees, or the press or other mediain any country. Similarly, the Company agrees to instruct its executive officersand directors not to make any disparaging statement about the Executive orExecutive’s performance of his duties and responsibilities while employed withthe Company Affiliated Group to any of the Company Affiliated Group’s customers,client’s, competitors, 3suppliers, directors, consultants, employees, former employees or the press orother media in any country. 5. Counterparts. This General Release may be executed incounterparts, each of which shall be deemed to be an original, but all of whichtogether shall constitute one and the same instrument. 6. Successors. This General Release shall be binding upon any andall successors and assigns of Executive and the Company. 7. Governing Law. Except for issues or matters as to which federallaw is applicable, this General Release shall be construed in accordance withand governed by the laws of the State of Maine.IN WITNESS WHEREOF, this General Release has been signed by or on behalf of eachof the Parties, all as of _____________. BANKNORTH GROUP, INC.________________________________ ________________________________[Executive] By: Its:Dated: _________________________ Dated: _________________________ THE TORONTO-DOMINION BANK ________________________________ By: Its: Dated: _________________________ 4