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                                                                EXHIBIT 10(s)(2)

                                 FIRST AMENDMENT
                    TO THE BANKNORTH GROUP, INC. 401(k) PLAN

      The Banknorth Group, Inc. 401(k) Plan (the "Plan") was last amended and
restated effective generally January 1, 2004. The Plan shall be further amended
as set forth herein.

      1. The terms used in this First Amendment shall have the meanings set
forth in the Plan unless the context indicates otherwise. In addition, the terms
"TD" and "TD Bank" mean or refer to Toronto-Dominion Bank and the term "TD Date"
means the closing date of the transaction by which TD Bank acquires a majority
interest in Banknorth Group, Inc..

      2. Section 1.65(c) shall be amended by including the following in the
table of acquired organizations:

<TABLE>
<CAPTION>
            Organization                  Acquisition Date    Effective Date
            ------------                  ----------------    --------------
<S>                                       <C>                 <C>
            Foxborough Savings Bank       April 30, 2004      April 30, 2004

            Cape Cod Bank and Trust       April 30, 2004      July 1, 2004

            Drake, Swan & Crocker         July 1, 2004        September 1, 2004
            Insurance Agency, Inc.
</TABLE>

      3. Section 7.08(b) shall be amended to read in its entirety as follows:

            (b) Cash proceeds received by the Trustee from the sale or exchange
      of any shares of Stock under this Section shall be invested by the Trustee
      in the Investment Fund that presents the least risk of loss as determined
      by the Plan Administrator.

      4. Section 1.57 shall be amended to read in its entirety as follows:

            1.57 "Stock" means common stock issued by the Company (or by a
      corporation which is a member of the same controlled group pursuant to
      Code Section 409(l)(4)) That is readily tradable on an established
      securities market or that otherwise constitutes "employer securities"
      within the meaning of Section 409(l) of the Code and "qualifying employer
      securities" within the meaning of Section 4975(e)(8) of the Code and
      Section 407(d)(5) of ERISA, specifically including the following:

            (a) Before the TD Date, common stock of Banknorth Group, Inc. (or,
      before May 10, 2000, Peoples Heritage Financial Group, Inc.); and

            (b) On and after the TD Date, (i) common stock of Banknorth Group,
      Inc. ("Banknorth Stock") and (ii) common stock of Toronto-Dominion Bank
      ("TD Bank STOCK").

      5. The first two sentences of Section 6.01 shall be amended to read in
their entirety as follows:
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      "The Trustee shall establish a Banknorth Stock Fund and a TD Bank Stock
      Fund, in accordance with Section 7.01, and one or more other Investment
      Funds, as the Plan Administrator shall from time to time direct. Each
      Investment Fund, other than the Banknorth Stock Fund and the TD Bank Stock
      Fund, shall be invested, as the Plan Administrator shall direct:".

      6. Sections 1.01, 1.26, 1.30, 6.02, 7.02, and 7.10 shall be amended by
deleting each occurrence of the term "Stock" and replacing each such occurrence
with the phrase "Banknorth Stock." Any other occurrences of the term "Stock"
shall also be so interpreted to the extent necessary to assure that the ESOP
Assets under the Plan shall not at any time include TD Bank Stock.

      7. Section 7.01 shall be amended to read in its entirety as follows:

            7.01  Stock Funds.

                  (a) The Trustee shall establish a Banknorth Stock Fund, which
            shall consist of all amounts held by the Plan that are invested in
            Banknorth Stock. The Trustee further shall establish the following
            two sub-funds under the Banknorth Stock Fund:

                        (i) The "Banknorth Stock Fund (non-ESOP)" shall consist
                  of all amounts held by the Plan that are invested in Banknorth
                  Stock that are attributable to Salary Deferrals and Company
                  Contributions for the current Plan Year.

                        (ii) The "Banknorth Stock Fund (ESOP)" shall be an
                  employee stock ownership plan within the meaning of Section
                  4975(e)(7) of the Internal Revenue Code of 1986, as amended,
                  and shall consist of all amounts held by the Plan that are
                  invested in Banknorth Stock that are not attributable to
                  Salary Deferrals and Company Contributions for the current
                  Plan Year. Such amounts (together with any Acquisition Loan
                  Suspense Account) shall be the "ESOP Assets" under the Plan.

            As soon as practicable following the last day of each Plan Year, the
            contributions attributable to such Plan Year that are invested in
            the Banknorth Stock Fund (non-ESOP), adjusted for gains or losses,
            shall automatically be transferred to the Banknorth Stock Fund
            (ESOP).

            The Trustee shall invest the Banknorth Stock Fund (non-ESOP) and the
            ESOP Assets in accordance with the Plan and Trust Agreement and the
            applicable provisions of the Code, ERISA, and (excluding the
            Banknorth Stock Fund (non-ESOP)) any other laws affecting tax
            qualified pension benefit plans designed to qualify as employee
            stock ownership plans; provided that, in aggregate, the ESOP Assets
            shall be invested primarily in Banknorth Stock.


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                  (b) Effective as of the TD Date, the Trustee shall establish a
            TD Bank Stock Fund, which shall consist of all amounts held by the
            Plan that are invested in TD Bank Stock. The Trustee shall invest
            the TD Bank Stock Fund in accordance with the Plan and Trust
            Agreement and the applicable provisions of the Code and ERISA.

      8. Section 7.03 shall be amended to read in its entirety as follows:

            7.03  Purchase of Stock.

            (a) Whenever required by the terms of the Plan or the Participants'
      investment directions under Article VI, the Trustee shall purchase shares
      of Stock from such source and in such manner as the Trustee may determine.
      If the Trustee and the Company agree, any such shares may be purchased
      from the Company and may either be treasury shares or authorized but
      unissued shares; provided, however, that no shares of Banknorth Stock
      purchased with the proceeds of an Acquisition Loan shall be purchased from
      a Participating Employer (other than the Company) or any Affiliate. If
      shares of Stock are acquired by the Plan other than on an exchange or
      other national market system, such shares shall be purchased at prices
      that do not exceed Fair Market Value.

            (b) For purposes of crediting cash contributions invested in the
      Banknorth Stock Fund and the TD Bank Stock Fund, the credit shall be based
      on the average cost per share (including brokerage fees and transfer fees)
      of Banknorth Stock or TD Bank Stock, as the case may be, purchased by the
      Trustee for all Participants for the month in which the contributions were
      made, and for this purpose contributions of shares of Stock shall be
      valued at the closing price of such stock for the date of contributions,
      or, if no sale occurred on such date, for the next preceding day on which
      a sale occurred.

            (c) Notwithstanding any other provision of this Section, the Trustee
      shall not purchase shares of Stock during any period in which such
      purchase is, in the opinion of counsel for the Company or the Plan
      Administrator, restricted by any law or regulation applicable thereto.
      During such period, amounts that would otherwise be invested in shares of
      Stock shall be invested in such other assets as the Trustee may in its
      discretion determine, or the Trustee may hold such amounts uninvested for
      a reasonable period pending the designated investment.

      9. Section 7.04(b) shall be amended to read in its entirety as follows:

            (b) Each Participant (or, in the event of a Participant's death, the
      Participant's Beneficiary) shall have the right, to the extent of shares
      of Stock allocated to the Participant's Aggregate Account, to direct the
      Trustee in writing as to the manner in which to vote with respect to such
      shares of Stock. Before each annual or special meeting of the shareholders
      of the Company or TD Bank, as the case may be, the Plan Administrator
      shall cause to be sent to each Participant a copy of the proxy
      solicitation material for the meeting, together with a form requesting
      confidential instructions to the Trustee as to the voting of the affected
      shares of Stock allocated to each Participant's

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      Aggregate Account, whether or not vested. The Trustee, itself or by proxy,
      shall vote the shares of Stock in such Aggregate Account in accordance
      with the instructions of the Participant; provided, that if the Trustee
      determines (in its sole discretion) that adherence to any such
      instructions is inconsistent with the discharge of its fiduciary duties
      under ERISA, the Trustee shall vote the affected shares of Stock in a
      manner consistent with the proper exercise of its fiduciary duties. If the
      Trustee shall not have received instructions as to the manner in which to
      vote any shares of Stock held in the Trust Fund (whether because
      instructions have not been timely received or because the shares of Stock
      are not allocated to any Participant's Aggregate Account), the Trustee,
      itself or by proxy, shall vote all such shares in a manner consistent with
      the proper exercise of its fiduciary duties under ERISA, as determined in
      its sole discretion.

      10. Paragraphs (b) and (c) of Section 7.05 shall be amended to read in
their entirety as follows:

            (b) Any cash dividends received on shares of Stock allocated to
      Participant accounts as of the record date on which the dividends are
      declared shall be allocated to the accounts of the Participants to whose
      accounts those shares of Stock are allocated as of the record date for
      which such cash dividends are declared. Any cash dividends received on
      shares of Banknorth Stock allocated to an Acquisition Loan Suspense
      Account shall be allocated to such account; provided that such cash
      dividends may be applied by the Trustee to pay principal or interest on an
      Acquisition Loan as described in Code Section 404(k)(2)(c) Any cash
      dividends received on shares of Stock either not allocated to Participant
      accounts or not allocated to the Acquisition Loan Suspense Account as of
      the record date for which the dividends are declared shall be included in
      the computation of net income (or loss) of the Trust Fund and allocated as
      set forth in Section 5.03.

            (c) Notwithstanding Paragraph (b), any cash dividends received on
      shares of Banknorth Stock allocated to a Participant's ESOP Account as of
      the record date on which the dividends are declared shall, at the election
      of the Participant or his or her Beneficiary, either: (i) be paid by the
      Company in cash to the Participant or Beneficiary, or, at the discretion
      of the Plan Administrator, paid by the Company to the Trust and
      distributed from the Trust to the Participant or his or her Beneficiary,
      not later than ninety (90) days after the close of the Plan Year in which
      paid to the Plan; or (ii) be paid to the Plan and reinvested in Banknorth
      Stock. The Plan Administrator shall determine the scope, manner and timing
      of the elections, dividend payments or distributions, and reinvestment in
      Banknorth Stock described in this Paragraph (c) in any manner that is
      consistent with Code Section 404(k) and other applicable provisions of the
      Code and ERISA.

      11. Section 7.06 shall be amended to read in its entirety as follows:

            7.06 Certain Forfeitures of Banknorth Stock. Notwithstanding any
      other provision of the Plan to the contrary, any Banknorth Stock that was
      acquired with the proceeds of an Acquisition Loan and was forfeited during
      a Plan Year shall be allocated

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      to the ESOP Accounts, as of the last day of the Plan Year, as follows:
      first, an amount sufficient to restore forfeitures as provided in Section
      9.03 and second, the remainder of such forfeitures among the ESOP Accounts
      in the same proportion that each Participant's Compensation for the Plan
      Year bears to the total Compensation of all Participants who either (a)
      are credited with one Year of Service for the Plan Year and are employed
      by the Employer or an Affiliate on the last day of the Plan Year or (b)
      terminated employment during the Plan Year on account of death, retirement
      or Disability.

      12. Item 2 above shall be effective as of the dates indicated therein.
Item 3 shall be effective as of the adoption date of this First Amendment. Items
4 through 11 shall be effective as of the TD Date, provided that such items are
expressly conditioned on the acquisition of a majority interest in Banknorth
Group, Inc. by TD Bank on or before March 1, 2005. If such acquisition does not
occur on or before March 1, 2005, then items 4 through 11 shall be null and void
and of no effect whatsoever.

      IN WITNESS WHEREOF, to record the adoption of this First Amendment,
Banknorth Group, Inc. has caused this instrument to be executed by its duly
authorized officer this 26th day of October, 2004.

                                    BANKNORTH GROUP, INC.



                                    By   /s/ Wade D. Thomas
                                         --------------------------
                                    Its  Officer, Assistant Secretary
                                         and Assistant Clerk




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