EXHIBIT 10.1 STOCKHOLDERS AGREEMENT AMONG BANKNORTH GROUP INC., BERLIN DELAWARE INC. AND THE TORONTO-DOMINION BANK DATED AS OF AUGUST 25, 2004

EXHIBIT 10.1

STOCKHOLDERS AGREEMENT

AMONG

BANKNORTH GROUP INC.,

BERLIN DELAWARE INC.

AND

THE TORONTO-DOMINION BANK

DATED AS OF AUGUST 25, 2004

Table of Contents

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STOCKHOLDERS AGREEMENT

          STOCKHOLDERS AGREEMENT dated as of August 25, 2004 among Banknorth Group, Inc., a Maine corporation (the “ Company ”), Berlin Delaware Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“ Banknorth Delaware ”) and The Toronto-Dominion Bank, a Canadian chartered bank (“ TD ”).

          WHEREAS, the Company, Banknorth Delaware, TD and Berlin Merger Co., a Delaware corporation and a wholly-owned subsidiary of TD (“ Berlin Mergerco ”) are entering into an Agreement and Plan of Merger, dated as of August 25, 2004 (the “ Merger Agreement ”), pursuant to and subject to the terms and conditions of which, among other things, (i) the Company will merge with and into Banknorth Delaware, with Banknorth Delaware surviving the Merger (the “ Migratory Merger ”) and (ii) immediately following the effectiveness of the Migratory Merger, Berlin Mergerco will merge with and into Banknorth Delaware with Banknorth Delaware surviving the merger (the “ Acquisition Merger ”); references in this Agreement to the “Company” shall include Banknorth Delaware from and after the Migratory Merger Effective Time (as defined in the Merger Agreement);

          WHEREAS, upon the closing of the Acquisition Merger (the “ Closing ”), TD will Beneficially Own (as defined herein), directly and/or through its Subsidiaries (as defined herein), 51% of the issued and outstanding Common Stock and the sole share of Class B Common Stock (as defined herein);

          WHEREAS, it is a condition to the obligations of each of the Company and TD to consummate the Acquisition Merger and the other transactions contemplated by the Merger Agreement that this Agreement shall have been duly executed and delivered by the Company and TD; and

          WHEREAS, the parties hereto desire to enter into this Agreement to establish certain arrangements with respect to the shares of Company Common Stock (as defined herein) to be Beneficially Owned by TD and its Affiliates following the Closing, as well as restrictions on certain activities in respect of the Company Common Stock, corporate governance and other related corporate matters.

          NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.1. Certain Defined Terms . As used herein, the following terms shall have the following meanings:

     “ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided , however , that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein, neither the Company nor any of its

Subsidiaries shall be deemed to be a Subsidiary or Affiliate of TD solely by virtue of TD’s ownership of the Company Common Stock, the election of Class B Directors nominated by it to the Board, the election of any other Directors nominated by the Nominating Committee of the Board or any other action taken by TD or its Affiliates which is permitted under this Agreement which may be deemed to constitute control of the Company, in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth in, this Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles).

     “ Agreement ” means this Stockholders Agreement as it may be amended, supplemented, restated or modified from time to time.

     “ Beneficial Ownership ” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Commission under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), except that in no event will TD or any of its Affiliates be deemed to Beneficially Own any securities which it has the right to acquire pursuant to Sections 2.3 or 2.4 unless, and then only to the extent that, TD or such Affiliate shall have actually exercised such right. For purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates or any Group of which such Person or any such Affiliate is or becomes a member; provided , however , that shares of Common Stock subject to options granted under Company benefit plans or shares of Common Stock (including derivative interests therein) otherwise issued under Company benefit plans to any Person who, at the time of the grant or issuance, was an officer or director of the Company or any of its Subsidiaries shall not solely for that reason be deemed to be Beneficially Owned by TD or any of its Affiliates; and provided , further , that securities Beneficially Owned by TD and its Affiliates shall not include, for any purpose under this Agreement, any Voting Securities or other securities held: by TD and its Subsidiaries in trust, managed, brokerage, custodial, nominee or other customer accounts; in mutual funds, open or closed end investment funds or other pooled investment vehicles sponsored, managed and/or advised or subadvised by TD or its Affiliates; or by Affiliates of TD (or any division thereof) which are broker-dealers or otherwise engaged in the securities business, provided that in each case, such securities were acquired in the ordinary course of business of their respective banking, investment management and securities business and not with the intent or purpose on the part of TD or its Affiliates of influencing control of the Company or avoiding the provisions of this Agreement. The term “ Beneficially Own ” shall have a correlative meaning.

     “ Board ” means the Board of Directors of the Company.

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     “ Business Day ” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in Portland, Maine, USA or Toronto, Ontario, Canada.

     “ By-Laws ” means the By-Laws of the Company, as amended or supplemented from time to time.

     “ Capital Stock ” means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person.

     “ Class A Director ” means any Director then serving as such, other than a Class B Director.

     “ Class B Common Stock ” means the one share of Class B Common Stock, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization. In accordance with the terms of the Surviving Corporation Charter, such one share of Class B Common Stock (and any such securities issued in respect thereof, or in substitution therefor) may be Beneficially Owned only by TD and its Affiliates and shall not otherwise be Transferred. Any attempted Transfer in violation of the terms of the Class B Common Stock shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth herein, and shall not be recorded on the stock transfer books of the Company; provided , however , that upon any termination of this Agreement, such one share of Class B Common Stock (and any such securities issued in respect thereof, or in substitution therefor) shall be redeemed for $1.00 paid to the holder thereof, subject to the availability of lawful funds therefor, and upon such redemption shall be cancelled and retired and may not be reissued. The Class B Common Stock shall have no economic interest in the Company and shall have no voting rights, except for the right to elect Class B Directors pursuant to the terms hereof, or rights to receive dividends or any other distributions.

     “ Class B Director ” means any Person who is nominated and elected to serve as a Class B Director by the holder of the Class B Common Stock or is designated as a replacement for a Class B Director pursuant to the Surviving Corporation Charter and is then serving in such capacity. For the avoidance of doubt, nothing in this Agreement shall be deemed to relieve any Director of any duty that Director may have to any stockholder of the Company under applicable law.

     “ Commission ” means the United States Securities and Exchange Commission.

     “ Common Stock ” means the common stock, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

     “ Company Common Stock ” means the Common Stock and the Class B Common Stock.

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     “ control ” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means, or otherwise to control such Person within the meaning of such term as used in Section 2(e) of Regulation Y.

     “ Designated Independent Director ” means each of the four Independent Directors designated by the Board as such prior to the Effective Time and their respective successors who are nominated and designated as such by the Designated Independent Directors and the Nominating Committee in accordance with Section 4.1(b) and who are then serving in such capacity.

     “ Director ” means any member of the Board (other than any advisory, honorary or other non-voting member of the Board).

     “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder (or under any successor statute).

     “ Fair Market Value ” means, as to any securities or other property, the cash price at which a willing seller would sell and a willing buyer would buy such securities or property in an arm’s length negotiated transaction without time constraints. With respect to any securities that are traded on a national securities exchange or quoted on the Nasdaq National Market or the Nasdaq Small Cap Market, Fair Market Value shall mean the arithmetic average of the closing prices of such securities on their principal market for the ten consecutive trading days immediately preceding the applicable date of determination. The Fair Market Value of any property or assets, other than securities described in the preceding sentence, with an estimated value of less than $5 million shall be determined by the Board (acting through a majority of the Designated Independent Directors) in its good faith judgment. The Fair Market Value of all other property or assets shall be determined by an Independent Investment Banking Firm, selected by a majority of the Designated Independent Directors, whose determination shall be final and binding on the parties hereto. The fees and expenses of such investment bank shall be paid by the Company.

     “ Going Private Transaction ” means any transaction that would constitute a “Rule 13e-3 transaction” under paragraph (a)(3) of Rule 13e-3 promulgated under the Exchange Act as in effect on the date of this Agreement.

     “ Group ” shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act.

     “ Incidental Acquisition ” means an acquisition of control (as such term is defined in 12 U.S.C. § 1841(a)(2) or any successor provision) of a Retail Bank in connection with any business combination involving a Person whose primary business is not the business of providing branch-based retail consumer and commercial banking services in the continental United States and not more than 50% of whose consolidated assets consist of Retail Banks; provided that the primary purpose of such acquisition is not to avoid the provisions of this Agreement.

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     “ Independent Director ” means any Director who (i) is or would be an “independent director” with respect to the Company and with respect to TD pursuant to Section 303A.02 of the New York Stock Exchange Listed Company Manual and Section 10A of the Exchange Act (or any successor provisions) and (ii) is not a Class B Director or an Affiliate or a past or present officer, director or employee of, and was not nominated by, TD or any of its Affiliates.

     “ Independent Investment Banking Firm ” means an investment banking firm of nationally recognized standing that in the reasonable judgment of the Person or Persons engaging such firm, taking into account any prior relationship with TD or the Company, is independent of such Person or Persons.

     “ Ownership Percentage ” means, at any time, the quotient, expressed as a percentage, of (i) the Total Voting Power of all Voting Securities Beneficially Owned by TD and its Affiliates divided by (ii) the Total Voting Power of all Voting Securities then outstanding.

     “ Person ” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, other entity, government or any agency or political subdivision thereof or any Group comprised of two or more of the foregoing.

     “ Prime Rate ” means the prime rate, base lending rate or similar bench mark rate in effect from time to time as announced by Citicorp, N.A. (or any successor institution).

     “ Regulation Y ” means Regulation Y (12 C.F.R. Part 225) or any successor regulation, as promulgated by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act.

     “ Retail Bank ” means any insured depository institution (as such term is defined in 12 U.S.C. § 1813(c)(2) or any successor provision) that is principally engaged in the business of providing branch-based retail consumer and commercial banking services in the continental United States, other than TD Waterhouse Bank, N.A. (or any successor thereto) or other bank whose primary business is to provide banking services to customers of a brokerage, mutual fund, or other similar consumer financial business in the United States. For the avoidance of doubt, in no circumstances will any banking or other business conducted by TD through its U.S. branches, agencies, representative offices or subsidiary commercial lending companies (as such terms are defined in 12 C.F.R. Section 211.21 or any successor provision), existing as of the date hereof or established, acquired or operated thereafter, be deemed to constitute such branch, agency, representative office or subsidiary commercial lending company a Retail Bank.

     “ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission from time to time thereunder (or under any successor statute).

     “ Subsidiary ” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of which held by such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership), or (ii) at least a majority of the securities or other interests of

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which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

     “ Surviving Corporation Charter ” means the Certificate of Incorporation of the Surviving Corporation (as defined in the Merger Agreement), the form of which is set forth in Exhibit C to the Merger Agreement, as amended or supplemented from time to time.

     “ Total Voting Power ” means the total number of votes entitled to be cast by the holders of the outstanding Common Stock and any other securities entitled, in the ordinary course, to vote on matters put before the holders of the Common Stock generally.

     “ Transfer ” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Voting Securities or any interest in any Voting Securities; provided , however , that a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction in which TD is a constituent corporation (or otherwise a party including, for the avoidance of doubt, a transaction pursuant to which a Person acquires all or a portion of TD’s outstanding Capital Stock, whether by tender or exchange offer, by share exchange, or otherwise) shall not be deemed to be the Transfer of any Voting Securities Beneficially Owned by TD or any of its Subsidiaries, provided that the primary purpose of any such transaction is not to avoid the provisions of this Agreement and that the successor or surviving person to such a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction, if not TD, expressly assumes all obligations of TD under the Agreement. For purposes of this Agreement, the term Transfer shall include the sale of an Affiliate of TD or TD’s interest in an Affiliate which Beneficially Owns Voting Securities unless such Transfer is in connection with a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction referred to in the first proviso of the previous sentence.

     “ Unaffiliated Stockholder Approval ” means (i) in the case of a tender or exchange offer, that a majority of the outstanding shares of Common Stock not Beneficially Owned by TD and its Affiliates shall have been tendered and not duly withdrawn at the expiration time of such tender or exchange offer, as it may have been theretofore extended, and (ii) in the case of a merger or consolidation, that the holders of a majority of the outstanding shares of Common Stock not Beneficially Owned by TD and its Affiliates shall have executed written consents in favor of the applicable transaction or that the holders of a majority of the outstanding shares of Common Stock not Beneficially Owned by TD and its Affiliates shall have been duly voted in favor of the applicable transaction at a meeting of stockholders duly called and held.

     “ Voting Securities ” means at any time shares of any class of Capital Stock or other securities of the Company, other than the Class B Common Stock, which are then entitled to vote generally in the election of Directors and not solely upon the occurrence and during the

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continuation of certain specified events, and any securities convertible into or exercisable or exchangeable for such shares of Capital Stock.

     Section 1.2. Other Defined Terms . The following terms shall have the meanings defined for such terms in the Sections set forth below:

          Section 1.3. Other Definitional Provisions . (a) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified.

          (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          (c) Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.

          Section 1.4. Methodology for Calculations . For purposes of calculating the number of outstanding shares of Common Stock or Voting Securities and the number of shares of Common Stock or Voting Securities Beneficially Owned by TD and its Affiliates as of any date, any shares of Common Stock or Voting Securities held in the Company’s treasury or belonging to any Subsidiaries of the Company which are not entitled to be voted or counted for

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purposes of determining the presence of a quorum pursuant to Section 160(c) of the Delaware General Corporation Law (or any successor statute (the “ DGCL ”)) shall be disregarded.

ARTICLE II

SHARE OWNERSHIP

          Section 2.1. Acquisition of Additional Voting Securities . (a) During the term of this Agreement, except as provided in paragraph (b) below or Section 2.2 hereof, TD covenants and agrees with the Company that it shall not, and shall not permit any of its Affiliates to, directly or indirectly, acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (whether by way of merger, consolidation or otherwise), by joining a partnership, syndicate or other Group or otherwise, the Beneficial Ownership of any additional Voting Securities, or take any other action as a shareholder or through the Class B Directors or otherwise, if such acquisition or action would result in TD Beneficially Owning Voting Securities representing more than 66 2/3% of the Total Voting Power (the “ Ownership Cap ”, except that with the approval of a majority of the Designated Independent Directors, the Board may authorize a repurchase of Common Stock by the Company as a result of which TD may Beneficially Own Voting Securities representing up to 70% of the Total Voting Power, in which case the “Ownership Cap”, for all purposes of this Agreement, shall mean the percentage of the Total Voting Power of Voting Securities Beneficially Owned by TD and its Affiliates following the completion of such share repurchase, provided that if following such increase in the Ownership Cap TD’s Ownership Percentage declines to 66 2/3% as a result of Transfers of Voting Securities by TD and its Affiliates, the “Ownership Cap” shall again be 66 2/3%).

          (b) Notwithstanding the foregoing, the acquisition (whether by merger, consolidation or otherwise) by TD or an Affiliate thereof of any Person that Beneficially Owns Voting Securities, or the acquisition of Voting Securities in connection with securing or collecting a debt previously contracted in good faith in the ordinary course of TD’s or such Affiliate’s banking or brokerage business, shall not constitute a violation of the Ownership Cap; provided that (i) the primary purpose of any such transaction is not to avoid the provisions of this Agreement, including the Ownership Cap, and (ii) that in the case of an acquisition of another Person, TD uses reasonable best efforts to negotiate terms in connection with the relevant acquisition agreement requiring such other Person to divest itself of sufficient Voting Securities it Beneficially Owns so that the Ownership Cap would not be exceeded pro forma for the acquisition, with such divestiture to be effected concurrently with, or as promptly as practicable following, the consummation of such acquisition (but in no event more than 90 days following such consummation, or such longer period as may be necessary so that neither TD nor any of its Affiliates incurs any liability under Section 16(b) of the Exchange Act) and, to the extent such divestiture does not occur despite the use of such reasonable best efforts, the successor or surviving Person to such transaction, if not TD or such Affiliate, expressly assumes all obligations of TD or such Affiliate, as the case may be, under this Agreement; and provided , further , that the provisions of paragraph (c) below are complied with.

          (c) (i) If at any time TD or any of its Affiliates Beneficially Own in the aggregate Voting Securities representing more than the Ownership Cap, then TD shall, as soon as is

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reasonably practicable, but in no event longer than 90 days after its Ownership Percentage first exceeds the Ownership Cap (but in no manner that would require TD or any such Affiliate to incur liability under Section 16(b) of the Exchange Act) Transfer (in any manner permitted by Section 3.2(b), regardless of whether such Transfer occurs prior to or after the second anniversary of the Closing) a number of Voting Securities sufficient to reduce the amount of Voting Securities Beneficially Owned by it and its Affiliates to an amount representing not greater than the Ownership Cap.

     (ii) Notwithstanding any other provision of this Agreement, in no event may TD or any of its Affiliates, directly or indirectly including through any agreement or arrangement, exercise any voting rights, during the term of this Agreement, in respect of any Voting Securities Beneficially Owned by TD and its Affiliates representing in excess of the Ownership Cap.

          (d) Any additional Voting Securities acquired and Beneficially Owned by TD or any of its Affiliates following the Closing shall be subject to the restrictions contained in this Agreement as fully as if such Voting Securities were acquired by TD at the Closing pursuant to the Merger Agreement.

          Section 2.2. Going Private Transactions . (a) TD shall not, and shall cause its Affiliates not to, propose or initiate any Going Private Transaction unless such Going Private Transaction (i) involves the acquisition of or offer to acquire 100% of the Common Stock not owned by TD and its Affiliates (and, in the case of a Going Private Transaction to be effected by means of a tender or exchange offer, includes a commitment by TD or such Affiliate to promptly consummate a short-form merger to acquire any remaining shares of Common Stock at the same price in the event it obtains pursuant to such tender or exchange offer such level of ownership of such classes of Capital Stock that would be required to effect a merger pursuant to Section 253 of the DGCL or any successor provision) and (ii) is conducted in compliance with this Section 2.2.

          (b) Prior to the second anniversary of the Closing, TD shall not, and shall cause its Affiliates not to, propose or initiate any Going Private Transaction unless invited to do so by a majority of the Designated Independent Directors. Any Going Private Transaction effected during this period shall also be subject to the requirements of Section 2.2(c).

          (c) From the second anniversary of the Closing until the fifth anniversary of the Closing:

     (i) TD or any its Affiliates may initiate and hold discussions regarding a Going Private Transaction with the Board on a confidential basis that would not reasonably be expected to require either the Company or TD to make any public disclosure thereof in order to comply with their disclosure obligations under the U.S. federal securities laws or Canadian securities laws. In connection with any such Going Private Transaction, the Designated Independent Directors may retain an Independent Investment Banking Firm and outside legal counsel, the fees and expenses of which shall be borne by the Company. If a majority of the Designated Independent Directors

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approves such transaction, TD or such Affiliates may publicly announce, commence and effect such Going Private Transaction.

     (ii) Any Going Private Transaction commenced pursuant to this Section 2.2(c) may only be completed if it receives Unaffiliated Stockholder Approval.

          (d) From and after the fifth anniversary of the Closing, TD or any of its Affiliates may propose, initiate or effect a Going Private Transaction, provided that such Going Private Transaction is either approved by a majority of the Designated Independent Directors or by Unaffiliated Stockholder Approval and further provided that TD and its Affiliates shall not propose, publicly announce or initiate a Going Private Transaction pursuant to this Section 2.2(d) without providing prior notice to the Designated Independent Directors and offering to first discuss and negotiate confidentially the terms such proposed Going Private Transaction with the Designated Independent Directors. If requested by a majority of the Designated Independent Directors, TD will use its reasonable best efforts to so negotiate the terms of such proposed Going Private Transaction in good faith, provided that if, notwithstanding the use of such reasonable best efforts, TD and the Designated Independent Directors are unable to agree on the terms of a Going Private Transaction within 60 days, TD may, subject to applicable law, publicly propose to the Company’s shareholders and, subject to receiving Unaffiliated Stockholder Approval thereof, publicly announce, commence and effect a Going Private Transaction. In connection with any such Going Private Transaction, the Designated Independent Directors may retain an Independent Investment Banking Firm and outside legal counsel, the fees and expenses of which shall be borne by the Company.

          Section 2.3. Right of First Refusal to Contribute Capital . Until TD and its Affiliates no longer Beneficially Own Voting Securities representing at least 25% of the Total Voting Power, whenever the Company seeks to raise additional capital in the form of equity securities or securities convertible into, or exercisable or exchangeable for, equity securities, whether for purposes of the funding of an acquisition or the expansion of its business or for any other reason (which shall not include for purposes of this Section 2.3 (i) the issuance of Capital Stock of the Company upon the exercise of, or the grant or award of, employee stock options, stock appreciation rights or similar instruments of the type covered by Section 2.5, (ii) the issuance of preferred stock that would constitute “nonvoting shares” as defined in Section 225.2(q)(2) of Regulation Y and securities issued by subsidiary trusts of the type customarily referred to as “trust preferred securities” (provided that such securities do not constitute Voting Securities) or (iii) the issuance of Capital Stock to the equityholders of another Person as acquisition consideration paid to such equityholders pursuant to the acquisition by the Company of such Person), the Company shall offer to TD the right to provide all or any portion of such additional capital (at TD’s option) in the form of an additional investment in shares of Common Stock or, if the Company proposes to raise such additional capital in the form of other Voting Securities, in such other Voting Securities; provided , however , that if such additional investment would result in a violation of the Ownership Cap, TD may only acquire pursuant to this Section 2.3 such number of shares of Common Stock (or such number of other Voting Securities, as applicable) as would not result in such violation. The purchase price paid by TD or any of its Affiliates for any securities acquired pursuant to this Section 2.3 will be the Fair Market Value of such securities as of the date on which such issuance is approved by the Board. The Company shall provide TD with 10 Business Days prior written notice (or if such notice period is not

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possible under the circumstances, such prior notice as is practicable) of any proposed issuance subject to this Section 2.3, and TD may exercise its rights under this Section 2.3 and/or Section 2.4 (without duplication) by providing written notice to the Company within 10 Business Days after receiving such written notice from the Company. In the event that, in connection with any capital raising by the Company covered by this Section 2.3, TD gives notice of its intent to exercise its option under this Section 2.3 and it has not purchased the securities subject thereto within 60 days thereafter for reasons not primarily related to actions or omissions of the Company, TD shall be deemed to have waived its rights to purchase such securities under this Section 2.3 with respect to such capital raising (but such waiver shall not affect its rights with respect to such capital raising under Section 2.4, to the extent it has provided notice as contemplated above of its exercise of such rights, or its rights under this Section 2.3 or Section 2.4 with respect to any future capital raising by the Company). Notwithstanding any provision of Section 2.2, no purchase of additional securities pursuant to this Section 2.3 shall be deemed to be a Going Private Transaction for purposes of this Agreement.

          Section 2.4. Stock Purchase Rights . (a) Until TD and its Affiliates no longer Beneficially Own Voting Securities representing at least 25% of the Total Voting Power, if the Company at any time shall propose to issue any shares of Common Stock (whether for financings, acquisitions or otherwise but excluding such issuances pursuant to the exercise of employee stock options, stock appreciation rights or similar instruments of the type covered by Section 2.5), TD shall have the option (to the extent it did not previously exercise its rights pursuant to Section 2.3) to purchase for cash directly from the Company up to a sufficient number of shares of Common Stock at the same purchase price (including any assumed indebtedness which is part of the purchase price and valuing any non-cash consideration at its Fair Market Value) as the price for the additional shares of Common Stock to be issued so that, after the issuance, TD would Beneficially Own the same Ownership Percentage as was Beneficially Owned by TD and its Affiliates immediately prior to the issuance of such additional shares of Common Stock; provided , however , that if such purchase would result in a violation of the Ownership Cap, TD may only purchase such number of shares of Common Stock as would not result in such violation. The Company shall provide such information, to the extent reasonably available, relating to any non-cash consideration as TD may reasonably request in order to evaluate any non-cash consideration paid in respect of any such issuance.

          (b) Until TD and its Affiliates no longer Beneficially Own Voting Securities representing at least 25% of the Total Voting Power, in the event that the Company shall propose to issue options (other than employee stock