TD BANKNORTH INC. 2005 PERFORMANCE BASED RESTRICTED SHARE UNIT PLAN AMENDED AND RESTATED PARTICIPATION AGREEMENT

Exhibit 10.1

TD BANKNORTH INC.

2005 PERFORMANCE BASED RESTRICTED SHARE UNIT PLAN

AMENDED AND RESTATED PARTICIPATION AGREEMENT

1.       The Award. This Participation Agreement is being amended and restated as of February 21, 2007 to (i) include the performance criteria for 2006 previously attached as an addendum, and (ii) set forth the performance criteria for 2007 in accordance with the Agreement and Plan of Merger dated as of November 19, 2006 with The Toronto-Dominion Bank and Bonn Merger Co. (the "Merger Agreement"). Pursuant and subject to the provisions of the 2005 Performance Based Restricted Share Unit Plan (the "Plan"), TD Banknorth previously made an Award to                                          (the "Participant") as follows:

2.       Participant’s Agreement to be Bound. This Award is subject to the agreement of the Participant to be bound by the Plan and this Amended and Restated Participation Agreement.

3.      Defined Terms. Defined terms in the Plan shall have the same meaning when used herein. In the event of any inconsistency between the terms of the Plan and this document, the terms of the Plan shall govern, except as set forth in Section 9 hereof.

4.       Performance Target

      (i)       Performance Target for Year One. The Performance Target to be used for calculating Year One Units is EPS for fiscal 2005 that is 10% greater than the EPS reported for fiscal 2004, as set forth in Section 5(i) below. The Performance Target for calculating Year One Units shall be calculated in the manner set forth in Section 8 below.

      (ii)       Performance Target for Year Two. The Performance Target to be used for calculating Year Two Units is EPS for fiscal 2006 that is 6% greater than the EPS reported for fiscal 2005, as set forth in Section 5(ii) below. The Performance Target for calculating Year Two Units shall be calculated in the manner set forth in Section 8 below.

      (iii)        Performance Target for Year Three. Notwithstanding anything set forth in the Plan to the contrary, the Performance Target to be used for calculating Year Three Units will be the average Total Shareholder Return achieved by a comparative group of major banks over the one-year period from the end of the fiscal year of The Toronto-Dominion Bank immediately preceding January 1, 2007 to the end of the fiscal year of The Toronto-Dominion Bank immediately preceding the Maturity Date, as set forth in Section 5(iii) below. The comparative group of major banks for purposes of this Participation Agreement will be the group selected by The Toronto-Dominion Bank under the TDBFG Performance Share Unit Plan for awards with similar performance periods, as determined by the Committee.

5.       Performance Factor . The Performance Factor is a multiple that is determined by comparing the Performance Result and the Performance Target pursuant to the formula determined by the Committee each year of the Award.

      (i)        Performance Factor For Year One. The Performance Factor for Year One of the Award will be a multiple which is equal to the percentage shown opposite the applicable Percentage Growth line below for the year in which the Units are being determined. For example, if EPS for TD Banknorth for Year One was $2.47, and therefore 7% greater than EPS for the previous year, the Performance Factor shall be 91%. If the Performance Result for 2005 is EPS between $2.43 and $2.66 per share, but the EPS is not shown in the table below, the Performance Factor shall be pro-rated between the Performance Factors related to the next higher and lower EPS figures. For example, if the Performance Result for 2005 is EPS of $2.48, the Performance Factor shall be pro-rated between the Performance Factors for EPS of $2.47 and $2.49 in the table below, for a Performance Factor of 92.5%. The Performance Factor is then multiplied by one-third of the number of Initial Units to determine the number of Year One Units.

     Based on TD Banknorth’s performance for 2005, the Performance Factor for Year One shall be 92.50%.

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      (ii)       Performance Factor for Year Two . The Performance Factor for Year Two of the Award will be a multiple which is equal to the percentage shown opposite the applicable Percentage Growth line below. If the Performance Result for 2006 is EPS between $2.40 and $2.68 per share, but the EPS is not shown in the table below, the Performance Factor shall be pro-rated between the Performance Factors related to the next higher and lower EPS figures. The Performance Factor is then multiplied by one-third of the number of Initial Units to determine the number of Year Two Units.