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                                                                EXHIBIT 10(M)(2)

                               FIRST AMENDMENT TO
                              BANKNORTH GROUP, INC.
                          SUPPLEMENTAL RETIREMENT PLAN

      THIS FIRST AMENDMENT TO THE BANKNORTH GROUP, INC. SUPPLEMENTAL RETIREMENT
PLAN (this "Amendment") is made and entered into as of this 14th day of February
2005 by Banknorth Group, Inc. (the "Company"), effective as of January 1, 2005.

                                    RECITALS:

      A. The Company adopted a certain Supplemental Retirement Plan, effective
as of March 27, 2001 (the "SERP"). The SERP, as amended by this Amendment, is
referred to as the "Plan."

      B. Since the date of the SERP, the Company has entered into an Amended and
Restated Agreement and Plan of Merger among The Toronto-Dominion Bank, Berlin
Merger Co., the Company and Banknorth Delaware Inc., dated as of August 25, 2004
(the "Merger Agreement"), and has entered into new employment and retention
agreements with certain of its officers.

      C. The Company now wishes to amend the SERP as required by Section 6.13(i)
of the Merger Agreement and by the new employment and retention agreements as
hereinafter set forth.

      NOW, THEREFORE, in consideration of the foregoing, the Company hereby
amends the SERP as follows:

1.    AMENDMENTS.

      Section 4.01(i) of the Plan is hereby amended and restated in its entirety
to read as follows:

            "(i) the benefit to which such Participant would be entitled under
      the Banknorth Group, Inc. Retirement Plan (known before May 10, 2000, as
      the Peoples Heritage Financial Group, Inc. Retirement Plan and hereinafter
      referred to as the "Pension Plan"), stated in the form described in the
      first sentence of Section 3.02 of the Pension Plan (the "Normal Benefit")
      and commencing on the Participant's "Normal Retirement Date" as defined in
      the Pension Plan (the "NRD"), computed without regard to those provisions
      of the Pension Plan implementing the restrictions or limitations imposed
      by the provisions of Section 1.16 of the Pension Plan following the first
      paragraph thereof or any other Pension Plan provision implementing the
      limitations set forth in Section 401(a)(17) of the Internal Revenue Code
      of 1986, as amended (the "Code"), and without regard to Section 3.10 of
      the Pension Plan or any other Pension Plan provision implementing the
      limitations set forth in Section 415 of the Code (the "Hypothetical
      Unrestricted Benefit"); provided, however, that notwithstanding the
      foregoing, for purposes of calculating the Hypothetical Unrestricted
      Benefit to which a Participant would be entitled to under the Pension
      Plan, the following adjustments shall be made in determining the Earnings
      of a Participant for any Plan Year: (1) any short-term incentive bonus for
      calendar 2004 that a Participant received in December 2004 because of
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      the acceleration of such payment shall be included in Earnings in 2005
      rather than 2004; (2) any long-term incentive payment that a Participant
      received in December 2004 because of the acceleration of such payment
      shall be included in Earnings in such amounts and at such times as it
      would have been paid absent the acceleration; and (3) for those
      Participants who have an employment or retention agreement with the
      Company as of February 28, 2005, none of the payments made to the
      Participant pursuant to the sections of such agreements entitled "Initial
      Payment and Non-Competition and Retention Amount," "Initial Payment and
      Retention Amount," "Termination of Employment" and "Certain Supplemental
      Payments by the Company" shall be included in Earnings; over"

2. NO FURTHER MODIFICATION. Except as expressly amended hereby, the Plan 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 Company has caused this Amendment to be executed
as of the date and year first above written.

                                          BANKNORTH GROUP, INC.




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


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