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AMENDMENT NO. 1
TO
TD BANKNORTH
INC.
1996 EQUITY INCENTIVE
PLAN
THIS AMENDMENT NO. 1 (this
“Amendment”) to the TD Banknorth Inc. 1996 Equity
Incentive Plan, as amended as of October 22, 2002 (the “1996
Plan”) is made and entered into effective as of March 22,
2005 by TD Banknorth Inc. (the “Company”).
RECITALS
:
A. The Company is the successor to Banknorth
Group, Inc. and is currently a majority-owned subsidiary of The
Toronto-Dominion Bank (“TD”).
B. The Company desires to revise the definition of
“Change in Control” contained in Section 2 of the Plan
to be consistent with the definition to be used in the amended and
restated 2003 Equity Incentive Plan, which revised definition is
consistent with recently-enacted Section 409A of the Internal
Revenue Code of 1986, as amended (the
“Code”).
C. The Company desires to amend the Plan to
reflect the Company’s new name.
NOW, THEREFORE, in consideration of the
foregoing, the Company hereby amends the Plan as
follows:
1. All references in the Plan to “Banknorth
Group, Inc.” are hereby changed to “TD Banknorth
Inc.”
2. The definition of “Change in
Control” contained in Section 2 of the Plan is hereby amended
and restated in its entirety to
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