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                                                                EXHIBIT 10(J)(2)

                               FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                        SUPPLEMENTAL RETIREMENT AGREEMENT

      THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT
AGREEMENT (this "Amendment") is made and entered into as of this 14th day of
February 2005 by and between Banknorth Group, Inc. (formerly known as Peoples
Heritage Financial Group, Inc.), its subsidiaries and affiliates (collectively,
the "Corporation"), and William J. Ryan (the "Executive").

                                    RECITALS:

      A. The Corporation and the Executive are parties to a certain Amended and
Restated Supplemental Retirement Agreement, dated as of February 18, 2004 (the
"Restated Agreement"). The Restated Agreement, as amended by this Amendment, is
referred to as the "Agreement."

      B. Since the date of the Restated Agreement, the Corporation has entered
into an Amended and Restated Agreement and Plan of Merger among The
Toronto-Dominion Bank, Berlin Merger Co., the Corporation and Banknorth Delaware
Inc., dated as of August 25, 2004 (the "Merger Agreement"), and the Corporation
and the Executive now wish to amend the Restated Agreement as required by
Section 6.13(i) of the Merger Agreement and as hereinafter set forth.

      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Restated Agreement as follows:

1.    AMENDMENTS.

      1.1 Benefit Computation Base. Section 2.2 of the Agreement is hereby
amended by deleting the second, third and fourth sentences of such section in
their entirety and replacing them with the following:

            "For the purposes of this Agreement, compensation shall mean the
            amount actually paid or made available to the Executive during a
            calendar year as remuneration of a kind or nature reported by the
            Corporation on the Executive's W-2, except as set forth below.
            Compensation shall also include annual bonuses, any contributions
            made on behalf of the Executive by the Corporation pursuant to a
            salary reduction agreement under Internal Revenue Code Sections 125,
            129 and/or 401(k), and any and all other amounts that would have
            been reportable by the Corporation on the Executive's W-2 but for
            deferral of payment of such amounts under any agreement or plan or
            program (other than the Pension Plan), including any voluntary
            deferrals and any deferrals required or mandated by the terms of any
            agreement or plan or program of the Corporation or action of its
            Board of Directors, except that the $178,480 short-term incentive
            bonus for calendar 2004 the payment of which was accelerated to
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            December 2004 shall be taken into account as if it was paid in 2005
            rather than 2004. Compensation shall not include any amounts
            available to the Executive pursuant to any Stock Option, Stock
            Appreciation Right, or Senior Management Long Term Incentive Plans
            of the Corporation or paid to the Executive pursuant to Sections 7,
            10 and 11 of the Employment Agreement between the Corporation and
            the Executive dated as of August 25, 2004."

      1.2 Alternative Benefit under the SERP Plan. Section 7.2 of the Agreement
is hereby amended by adding the following sentence to the end of such section:

            "For purposes of calculating the actuarial equivalent of the
            Alternative Benefit to which the Executive would be entitled under
            the SERP Plan, (1) the $178,480 short-term incentive payment the
            payment of which was accelerated to December 2004 shall be taken
            into account as if it was paid in 2005 rather than 2004, (2) the
            $6,260,440 long-term incentive payment the payment of which was
            accelerated to December 2004 shall be taken into account in such
            amounts and at such times as it would have been paid absent the
            acceleration, and (3) no amounts payable to the Executive pursuant
            to Sections 7, 10 and 11 of the Employment Agreement between the
            Corporation and the Executive dated as of August 25, 2004 shall be
            taken into account."

2. NO FURTHER MODIFICATION. Except as expressly amended hereby, the Agreement
remains unmodified and in full force and effect.

3. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Maine without regard to its conflicts
of laws principles.

4. SEVERABILITY. Each provision of this Amendment is intended to be severable
and the invalidity, illegality or unenforceability of any portion of this
Amendment shall not affect the validity, legality and enforceability of the
remainder.


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      IN WITNESS WHEREOF, the Corporation and the Executive have caused this
Amendment to be executed as of the date and year first above written.

                                          BANKNORTH GROUP, INC. F/K/A
                                          PEOPLES HERITAGE FINANCIAL
                                          GROUP, INC.



/s/ Susan G. Shorey                       By:/s/ Cynthia H. Hamilton
------------------------                  ---------------------------------
Witness                                   Name:  Cynthia H. Hamilton
                                          Title: Executive Vice President

/s/ Susan G. Shorey                       /s/ William J. Ryan
------------------------                  ---------------------------------
Witness                                   William J. Ryan


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