2005 Performance Based Restricted Share Unit Plan of TD Banknorth Inc. March 1, 2005

Exhibit 10

2005

Performance Based

Restricted Share Unit Plan

of

TD Banknorth Inc.

March 1, 2005

2005 PERFORMANCE BASED

RESTRICTED SHARE UNIT PLAN

OF

TD BANKNORTH INC.

Table of Contents

i

ii

Annex A: Form of Participation Agreement

iii

2005

PERFORMANCE BASED

RESTRICTED SHARE UNIT PLAN

OF

TD BANKNORTH INC.

ARTICLE ONE

PURPOSE

1.1 Purpose

The purpose of the Plan is to provide an incentive and reward for key employees of TD Banknorth Inc. (“TD Banknorth”) who are party to an Employment and Retention Agreement by awarding to such employees Units which will provide future cash compensation in an amount which is related to both the future value of Shares and to the achievement by TD Banknorth of certain performance measures in accordance with the terms of the applicable Employment and Retention Agreements.

ARTICLE TWO

DEFINITIONS & INTERPRETATION

2.1 Definitions

In this Plan, unless the context otherwise requires, capitalized words will have the meanings set out below, or in the Participation Agreement, as the case may be, and the singular number will include the plural and vice versa.

“Administrator” means the Committee or such other committee of the Board or person or persons as may be designated by the Board to administer the Plan.

“Award” means a dollar amount awarded to a Participant on a deferred basis to be used to determine the number of Initial Units allocated to the Participant in accordance with Article Five.

“Award Date” means the date set out in the Participation Agreement, which shall be the Effective Date.

“Board” means the Board of Directors of TD Banknorth.

“Cause” means:

(i) the Participant’s conviction of, or plea of nolo contendere to, a felony; or

(ii) willful and intentional misconduct, willful neglect, or gross negligence in the performance of the Participant’s duties, which has caused a demonstrable and serious injury to TD Banknorth, monetary or otherwise. The Participant shall be given written notice that TD Banknorth intends to terminate the Participant’s employment for Cause. Such written notice shall specify the particular acts, or failures to act, on the basis of which the decision to terminate employment was made.

In the case of termination for Cause as described in clause (ii) above, the Participant shall be given the opportunity within thirty (30) days of the receipt of such notice to meet with the Board to defend such acts, or failures to act, prior to termination. TD Banknorth may suspend the Participant’s title and authority pending such meeting, and such suspension shall not constitute Good Reason as defined below.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Human Resources and Compensation Committee of the Board.

“Date of Termination of Employment” means the last date of active employment of a Participant with TD Banknorth regardless of any statutory, contractual or common law period of notice of termination. For greater certainty, the Date of Termination of Employment of a Participant whose employment with TD Banknorth is terminated by TD Banknorth shall be deemed to be the date on which any notice of termination of employment provided by TD Banknorth is stated by TD Banknorth to be effective (or in the case of an alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to have occurred), and not during or as of the end of any period following such date during which the Participant is in receipt of, or eligible to receive, statutory, contractual or common law notice of termination or any compensation in lieu of such notice or severance pay.

2

“Deferred Compensation Plan” means a deferred compensation plan approved by the Committee.

“Disability” means in the case of any Participant that the Participant:

(i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

(ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of TD Banknorth.

“Effective Date” means the effective date of the Merger, or March 1, 2005.

“Employment and Retention Agreement” means, with respect to a Participant, the employment agreement or retention agreement entered into by the Participant and TD Banknorth that becomes effective upon consummation of the Merger.

“EPS” means fully diluted operating earnings per share of TD Banknorth, rounded to the nearest whole cent, as determined and calculated by the Committee in its sole discretion.

“Final Units” means, in respect of the Award, the aggregate of the Year One Units, Year Two Units, and Year Three Units. Final Units will be allocated to the Participant in accordance with Article Five.

“Good Reason” means:

(i) any breach of the Employment and Retention Agreement by TD Banknorth, including without limitation (a) any reduction during the Term (as defined in the Employment and Retention Agreement) in the amount of the Participant’s Base Salary (as defined in the Employment and Retention Agreement), incentive compensation opportunities or aggregate welfare and pension benefits as in effect on the Effective Date (as defined in the Employment and Retention Agreement), or (b) failure to provide the Participant with the same fringe benefits that were provided to the Participant immediately prior to the Effective Date, or with a package of fringe benefits (including paid vacations) that, though one or more of such benefits may vary from those in effect immediately prior to the Effective Date, is substantially comparable in all material respects to such fringe benefits taken as a whole;

3

(ii) without the Participant’s express written consent, the assignment to the Participant of any duties that are materially inconsistent with the Participant’s positions, duties, responsibilities and status immediately following the Effective Date, a material change in the Participant’s reporting responsibilities, titles or offices as an employee and as in effect immediately following the Effective Date, a significant reduction in the Participant’s title, duties, responsibilities or in the level of his support services, as in effect immediately prior to the Effective Date, but without regard to the Participant’s normal and appropriate interaction with executives of TD as a result of TD Banknorth’s status as an affiliate of TD;

(iii) the relocation of the Participant’s principal place of employment, without the Participant’s written consent, to a location outside the same metropolitan area in which the Participant was employed at the time of the Effective Date, or the imposition of any requirement that the Participant spend more than ninety (90) business days per year at a location other than such principal place of employment; or

(iv) any purported termination of the Participant’s employment for Cause or Disability which is not effected pursuant to a satisfactory notice of termination.

In the event of the occurrence of any of the events described in (i), (ii), (iii), or (iv) above, the Participant may, within three (3) months after the Participant has knowledge of the occurrence of any such event, give TD Banknorth written notice that such event constitutes Good Reason, and TD Banknorth shall thereafter have thirty (30) days in which to cure. If TD Banknorth has not cured in that time, the event shall constitute Good Reason. If the Participant has not given notice of Good Reason during such three (3) month period, such event shall not constitute Good Reason.

“Including” means including without limitation or including without limiting the generality of the foregoing.

“Initial Unit” means a bookkeeping entry at TD Banknorth which sets forth the number of initial Units pursuant to an Award which are allocated to a Participant in accordance with Article Five.

“Maturity Date” means in respect of an Award the date which is three (3) years following the Award Date.

“Maturity Date Share Price” means the amount expressed in United States dollars of the closing price quoted on the New York Stock Exchange for one Share (based on board lot prices) on the Maturity Date of the Award.

“Merger” means the merger of Berlin Merger Co., a Delaware corporation and a wholly-owned subsidiary of TD (“Berlin Mergerco”), with and into Berlin Delaware Inc., a Delaware corporation (“Berlin Delaware”) pursuant to the Amended and Restated Agreement and Plan of

4

Merger, dated as of August 25, 2004, among Banknorth Group, Inc., Berlin Delaware Inc., TD, and Berlin Mergerco.

“Participant” means an employee of TD Banknorth receiving an Award under this Plan.

“Participation Agreement” means the agreement required to be reviewed, completed and signed by the Participant and delivered to TD Banknorth in connection with the grant of an Award to the Participant, which shall be substantially in the form of Annex A hereto. The Participation Agreement forms part of the terms and conditions of the Plan.

“Performance Factor” means the multiple which is determined in the manner set out in the Participation Agreement related to an Award, rounded to the nearest tenth of a percent. The Committee may, in its sole discretion, change the formula to be used in calculating the Performance Factor in Year Two and Year Three of a particular Award, provided that the Performance Factor for any such Year can never be less than 80% even if the Performance Result is less than the performance equating to an 80% Performance Factor, and the Performance Factor can never be more than 120% even if the Performance Result is greater than the performance equating to a 120% Performance Factor.

“Performance Target” means the EPS target to be used in determining the Performance Factor as determined each year by the Committee, in its sole discretion, provided that such EPS target may not increase by more than 10% annually. The Performance Target for the calculation of Year One Units will be set forth in the Participation Agreement. The Committee shall determine the Performance Target and the Performance Factor for the Year Two Units and Year Three Units in January of each such year and the Administrator shall notify Participants of such determinations in writing within forty five (45) days of the beginning of Year Two and Year Three of the Award.

“Performance Result” shall mean TD Banknorth’s actual performance, as determined by the Committee, in Year One, Year Two or Year Three, as applicable, as compared against the Performance Target for such year.

“Plan” means this 2005 Performance Based Restricted Share Unit Plan of TD Banknorth as set forth herein, and the Participation Agreement, each as may be amended from time to time.

“Redemption Value” means in respect of an Award the amount determined by multiplying the number of Final Units (or Initial Units in the case where the Performance Factor will not be applied to any of the Units) for the Award by the Maturity Date Share Price in respect of the Award.

“Retirement” means a Participant’s resignation from Service at or after age 65, other than resignation for Good Reason.

5

“Service” means the Participant’s continuous active employment with TD Banknorth.

“Share” means a common share of TD.

“TD” means The Toronto-Dominion Bank and its successors.

“Units” means any one or all of Initial Units, the Year One Units, the Year Two Units, the Year Three Units and Final Units.

“Year One” means the year ending December 31, 2005.

“Year Two” means the year ending December 31, 2006.

“Year Three” means the year ending December 31, 2007.

“Year One Units” means one third of the Initial Units multiplied by the Performance Factor determined at the end of Year One or by a Performance Factor which is 100% if the Plan provides that the Performance Factor will not be applied. Year One Units will be allocated to a Participant in accordance with Article Five.

“Year Two Units” means one third of the Initial Units multiplied by the Performance Factor determined at the end of Year Two or by a Performance Factor which is 100% if the Plan provides that the Performance Factor will not be applied. Year Two Units will be allocated to a Participant in accordance with Article Five.

“Year Three Units” means one third of the Initial Units multiplied by the Performance Factor determined at the end of Year Three or by a Performance Factor which is 100% if the Plan provides that the Performance Factor will not be applied. Year Three Units will be allocated to a Participant in accordance with Article Five.

6

ARTICLE THREE

THE COMMITTEE

3.1 Powers of the Committee

In addition to any other powers of the Committee under the Plan, and subject to the terms of the Plan, the Committee shall have the power to:

(i) determine the Performance Target to be used to calculate Year One Units, Year Two Units and Year Three Units, in respect of any Award;

(ii) determine the Performance Result in any year;

(iii) determine the formula to be used in calculating the Performance Factor to be used to calculate Year One Units, Year Two Units and Year Three Units in respect of any Particular Award; and

(iv) adjust the number of Units allocated to a Participant in the circumstances described in Section 5.5 .

ARTICLE FOUR

ADMINISTRATION BY ADMINISTRATOR

4.1 Administration and Interpretation by the Administrator

The Administrator shall administer the Plan in accordance with the provisions of the Plan and the decisions of the Committee. The Administrator shall have full and complete authority to interpret the provisions of the Plan and to make such other determinations as the Administrator deems necessary or desirable for the administration of the Plan. Whenever the Administrator has the power under the Plan to take any action or make any decision or determination, the Administrator shall have the ability to take such action or make such decision or determination in the Administrator’s sole, absolute and unfettered discretion, subject to the discretion of the Committee.

7

4.2 Administrator Reports to the Committee

The Administrator (if different than the Committee) shall report on the administration of the Plan to the Committee no less frequently than annually, and the Committee shall report on the Plan to the Board no less frequently than annually.

4.3 Interpretation Conclusive

The interpretation and construction by the Administrator of any of the provisions of the Plan and any determination by the Administrator pursuant to any provision of the Plan shall be final, conclusive and binding upon both TD Banknorth and the Participant with respect to whom a determination has been made.

4.4 No Liability

No director, officer or employee of TD or TD Banknorth, and no member of the Committee, shall be liable for (i) the exercise of any discretion by the Committee or the Administrator hereunder, (ii) any action or determination made in good faith by any of them in connection with the interpretation and administration of the Plan, (iii) any decline in the market value of the Shares or (iv) the inability of TD Banknorth to meet a Performance Target, and each shall be entitled to indemnification by TD Banknorth for any l