BANKNORTH GROUP, INC. RETENTION AGREEMENT

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EXHIBIT 10(i)

BANKNORTH GROUP, INC.

RETENTION AGREEMENT

This Retention Agreement (this "Agreement") is made and entered into as of

the 30th of September, 2004, by and between Banknorth Group, Inc., a Maine

corporation, (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 and

wholly owned subsidiary of the Company ("Berlin Delaware"), The Toronto Dominion

Bank, a Canadian chartered bank, ("TD"), and Berlin Merger Co., a Delaware

corporation and wholly owned subsidiary of TD ("Berlin Mergerco"), have entered

into an Agreement and Plan of Merger dated as of August 25, 2004, whereby, among

other things, Berlin Mergerco will merge with and into Berlin Delaware (the

"Merger"); and

WHEREAS, the Company wishes to continue to retain the services of the

Executive after the Effective Date for the benefit of its successor Berlin

Delaware;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants

and agreements herein contained, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Company and the

Executive hereby agree, contingent on completion of the Merger, as follows:

1. Definitions.

(a) Accrued Benefits means:

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(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 is

controlled by, or is under direct or indirect common control with such specified

person. For the purposes of this definition, "control" means the possession,

direct or indirect, of the power to direct or cause the direction of the

management and policies of a person, whether through the ownership of voting

securities, by contract or

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otherwise, and the terms "controlling" and "controlled" have meanings

correlative to the foregoing.

(c) Annual Bonus means any bonus or incentive award under any bonus or

incentive compensation plan, program or arrangement of the Company in which the

Executive is a participant the performance period for which is or was initially

scheduled to be one (1) year or less.

(d) Base Amount means an amount equal to the Executive's Annualized

Includable 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 Base

as defined in the Supplemental Retirement Agreement between Executive and the

Company or (ii) if there is no Supplemental Retirement Agreement between the

Executive and the Company, the base annual compensation amount used in

calculating 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 or

incentive compensation plan, program or arrangement of the Company in which the

Executive 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.

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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 the

receipt of such notice to meet with the Board of Directors of the Company to

defend such acts, or failures to act, prior to termination. The Company may

suspend the Executive's title and authority pending such meeting, and such

suspension shall not constitute Good Reason, as defined in subsection (o) below.

(h) Change of Control means a change of control, as that term is defined

in TD's Performance Based Restricted Share Unit Plan (Outside Canada) (as in

effect from time to time, or any successor plan), of either TD or the Company,

with such definition being appropriately adjusted, where necessary, to refer to

the Company.

(i) Code means the Internal Revenue Code of 1986, as amended.

(j) Deferred Compensation Plan means a deferred compensation plan approved

by the Compensation Committee of the Board.

(k) Disability means a disability entitling the Executive to payments

under the Company's long-term disability plan applicable to the Executive,

provided that in no event shall the Executive's employment be terminable by

reason of Disability unless the Executive shall have been absent from the

Executive's duties with the Company on a full-time basis for one hundred and

twenty (120) consecutive business days as a result of incapacity due to mental

or physical illness that is determined to be total and permanent by a physician

selected by the Company or its insurers and acceptable to the Executive or the

Executive's legal representative.

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(l) Early Retirement Benefit means either (i) the "Early Retirement

Benefit" or "Early Retirement/Termination of Service Benefit" as defined in the

SERP Agreement or (ii) if there is no Supplemental Retirement Agreement between

the Executive and the Company, the early retirement benefit as defined in the

Retirement Plan.

(m) Effective Date means the date on which the Effective Time (as defined

in the Merger Agreement) occurs.

(n) EIP means the Company's Executive Incentive Plan as amended and in

effect 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

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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 after

the Executive has knowledge of the occurrence of any such event, give the

Company written notice that such event constitutes Good Reason, and the Company

shall thereafter have thirty (30) days in which to cure. If the Company has not

cured in that time, the event shall constitute Good Reason. If the Executive has

not given notice of Good Reason during such three (3) month period, such event

shall not constitute Good Reason.

(p) Long-Term Incentive Award means an incentive award under the EIP the

performance period for which is or was initially scheduled to be in excess of

one (1) year.

(q) Merger Agreement means the Agreement and Plan of Merger, dated as of

August 25, 2004 among the Company, Berlin Delaware, TD and Berlin Mergerco.

(r) Merger Agreement Date means the date upon which the Merger Agreement

was executed by the parties thereto.

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(s) Notice of Termination means a notice which shall indicate the specific

termination provision relied upon in this Agreement and shall set forth in

reasonable detail the facts and circumstances claimed to provide a basis for

termination 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 consisting

of eighteen (18) months of continuation of the Executive's then base salary.

(v) Pre-Merger Option means any option to purchase common stock of the

Company that was granted prior to the date on which the Merger Agreement was

executed 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 average

Annual Bonus paid (whether deferred or paid in equity) to the Executive under

the annual bonus plan of the Company for the last three (3) full fiscal years of

the Company ending prior to the date of termination or such shorter number of

years that the Executive has been employed by the Company and eligible to

receive a full year bonus and (y) a fraction, the numerator of which is the

number of days in the current fiscal year through the date of termination and

the 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

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(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 service

shall be applied for purposes of benefit accrual, vesting, eligibility for early

retirement, subsidized early retirement factors, actuarial equivalence and any

other purposes under the SERP Agreement.

(B) Any provision under the SERP Agreement prohibiting the

accrual of any additional benefits after the Executive has been credited with

more than a stated number of years of service shall be disregarded.

(C) For purposes of determining the amount of the Executive's

benefit under the SERP Agreement, the reduction in respect of the benefit paid

under the Retirement Plan shall be based on the Executive's actual Retirement

Plan benefit (that is, without any additional deemed service).

(D) For purposes of determining the Early Retirement Benefit

and other forms of benefit under the SERP Agreement, if the Executive is less

than fifty-five (55) years of age, the Executive shall be deemed to be at least

fifty-five (55) years of age on the date the Executive's employment with the

Company terminates, notwithstanding the Executive's actual age, if less.

(E) The Benefit Computation Base (as defined in the SERP

Agreement) shall be determined as if it were being calculated at the end of the

thirty-six (36) month period of service credited to the Executive under this

paragraph (ii) and as if during such thirty-six (36) additional month period the

Executive's annualized compensation was the same as such compensation for (I)

the Year during which the Executive's employment is terminated, or, (II)

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any Year before the Effective Date occurred, whichever is greater. The parties

hereto 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 the

Executive's Benefit Computation Base under this paragraph (E) as if it had been

paid in 2005, (ii) no amounts payable pursuant to Sections 5, 6 and 7 shall be

taken into account in determining the Executive's benefits under the SERP

Agreement, and (iii) the SERP Agreement shall be amended accordingly, if

necessary.

(F) Any amendment to the Retirement Plan after the date hereof

shall be disregarded to the extent that the application of such amendment would

decrease the total amount of the benefits provided for in this paragraph (ii).

(G) The Executive shall be entitled to a lump sum distribution

of SERP Agreement benefits in all events, and the Company shall not be entitled

to require payment over a longer period. If the Executive elects a lump sum

payment (i) the actuarial equivalent benefit shall be determined in accordance

with the provisions of the Retirement Plan as in effect immediately prior to the

Effective 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 criteria

consistent with the requirements of the Code, be made within thirty (30) days

following the termination of the Executive's employment.

(H) An example of the SERP calculation described by this

Agreement will be appended hereto as Exhibit A as soon as reasonably practicable

following the Merger Agreement Date.

(y) Retention Period means a period commencing on the Effective Date and

ending on the third (3rd) anniversary of the date on which the Effective Date

occurs.

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(z) Retirement means a termination of the Executive's employment on

account 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, as

amended and in effect from time to time and any successor plan.

(bb) SERP Agreement means either (i) the Supplemental Retirement Agreement

between the Executive and the Company or (ii) if there is no Supplemental

Retirement 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 January

1, 2001, as amended, or any successor plan.

2. Term of Agreement.

This Agreement shall begin on the Effective Date and shall terminate on

the third anniversary of such date. If the Effective Date does not occur, this

Agreement shall be null and void ab initio.

3. Duties.

During the Retention Period, the Executive shall serve the Company in such

capacities and positions as may be assigned by the Company consistent with the

Executive's capacities and positions immediately prior to the Effective Date and

shall devote the Executive's best efforts and all of the Executive's business

time, attention and skill to the business and affairs of the Company, as such

business and affairs now exist and as they may hereafter be conducted.

4. Compensation.

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During the Retention Period, the Executive shall be compensated by the

Company as follows:

(a) the Executive shall receive, at such intervals and in accordance with

such standard policies of the Company from time to time, an annual base salary

not less than the Executive's annual base salary as in effect immediately prior

to the Effective Date, subject to adjustment as hereinafter provided, and shall

be entitled to such increases in Executive's base salary, if any, as may be

determined from time to time in the sole discretion of the Board, provided that

in no event may the Executive's annual base salary be decreased;

(b) the Executive shall be included in all plans providing incentive

compensation to executives, including but not limited to bonus, deferred

compensation, annual or other incentive compensation, supplemental pension,

stock ownership, stock option, stock appreciation, stock bonus and similar or

comparable plans as any such plans are extended by the Company from time to time

to senior corporate officers, key employees and other employees of comparable

status, provided that in no event shall the Executive's incentive compensation

opportunities be less favorable than the Executive's incentive compensation

opportunities immediately prior to the Effective Date;

(c) the Executive shall be reimbursed, at such intervals and in accordance

with such standard policies as may be in effect on the Effective Date, for any

and all monies advanced in connection with the Executive's employment for

reasonable and necessary expenses incurred by the Executive on behalf of the

Company, including travel expenses;

(d) the Executive shall enjoy the fringe benefits normally afforded to the

Company's executive officers. Such fringe benefits may vary from those in effect

immediately prior to the

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Effective Date, provided that such fringe benefits taken as a whole are

substantially comparable in all material respects to those in effect immediately

prior to such date;

(e) the Executive shall be allowed to participate, on the same basis as

applicable to other employees of comparable status and position, in any and all

plans, 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, dental

benefits, pension benefits, profit sharing and stock bonus plans, but excluding

severance and any similar plans, programs or arrangements, and, in any event,

such plans, programs or arrangements shall be no less favorable, in the

aggregate, than those in effect as of immediately prior to the Effective Date;

(f) the Executive shall receive annually not less than the amount of paid

vacation and not fewer than the number of paid holidays received annually

immediately prior to the Effective Date or, if greater, available annually to

other 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 transactions

contemplated by the Merger Agreement shall be deemed not to constitute a change

of control under the applicable plan or agreement, and, as a consequence, none

of the pre-Merger Options shall vest and become exercisable directly as a result

of the transactions contemplated by the Merger Agreement.

During the Retention Period, the Board of Directors of the Company, or an

appropriate 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, due

consideration shall be given to the upward adjustment of the

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Executive's compensation rate, at least annually, commensurate with increases

generally given to other senior corporate officers and key employees and as the

scope of the Executive's duties expands.

5. Initial Payment and Retention Amount.

(a) Initial Payment. Within ten (10) business days after the Effective

Date, the Executive shall be paid any unpaid portion of a pro-rata Long Term

Incentive Award in an amount determined as described in Section 5 of the EIP.

(b) Retention Amount. Subject to the provisions of Section 6 and in

consideration for the Executive's agreement to remain employed by the Company

and to abide by the provisions of Sections 8(a) and 8(b) hereof, within ten (10)

business days following the third (3