exv10w8

William J. Ryan

Chairman, President and Chief Executive Officer

Exhibit 10.8

TD BANKNORTH INC.

2005 PERFORMANCE BASED RESTRICTED SHARE UNIT PLAN

AMENDED AND RESTATED PARTICIPATION AGREEMENT

1. The Award. Pursuant and subject to the provisions of the Plan, TD Banknorth has made an Award to ___(the “Participant”) as follows:


Award Date:		March 1, 2005


Amount of Award:		$


Number of Initial Units:


Maturity Date:		March 1, 2008


Share Price Used to Determine Number of Units:		$40.78

2. Participant’s Agreement to be Bound. This Award is subject to the agreement of the Participant to be bound by the Plan (which includes this 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.

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 7 below.

(ii) Performance Target for Year Two and Year Three. The Performance Target to be used for calculating Year Two Units and Year Three Units will be determined by the Committee each year, in its sole discretion, in accordance with the terms of the Plan. Once determined by the Committee, the Administrator will advise the Participant, in writing, of the Performance Target to be used in Year Two and Year Three of the Particular Award in accordance with the terms of the Plan.

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.


PERFORMANCE	PERFORMANCE
TARGET:	TARGET:					ILLUSTRATIVE
PERCENTAGE	2005		PERFORMANCE			NUMBER OF
GROWTH IN EPS	EPS		FACTOR			YEAR ONE UNITS(1)
4.0%	$	2.40		85	%		85
5.0%	$	2.43		85	%		85
6.0%	$	2.45		88	%		88
7.0%	$	2.47		91	%		91
8.0%	$	2.49		94	%		94
9.0%	$	2.52		97	%		97
Performance Target:
10.0%	$	2.54		100	%		100
11.0%	$	2.56		103	%		103
12.0%	$	2.59		106	%		106
13.0%	$	2.61		109	%		109
14.0%	$	2.63		112	%		112
15.0%	$	2.66		115	%		115
16.0%	$	2.68		115	%		115

(1)

Based on an assumed Award of 300 Initial Units, which is for illustrative purposes only.

(ii) Performance Factor for Year Two and Year Three. The formula or the grid to be used to calculate the Performance Factor to be used in Year Two and Year Three of the Award will be determined by the Committee in its sole discretion in accordance with the terms of the Plan. For example, in Year Two, the Committee may determine that the Performance Target is an 8% growth in EPS, with appropriate changes in the remaining columns of the above grid. Once determined by the Committee, the Administrator will advise the Participant in writing of the formula to be used to calculate the Performance Factor to be used in Year Two and Year Three of the Award in accordance with the terms of the Plan.

6. Limitation on Performance Factor. The Performance Factor for any given 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. A Participant’s Final Units will equal the sum of the Participant’s Year One Units, Year Two Units and Year Three Units. For example, if a Participant’s Initial Units amount to 300, and because the Performance Factors for Year One range from 85% to 115%, the Final Units cannot be less than 245 or more than 355 in such event.

7. Performance Target and Performance Result. TD Banknorth and the Participant expressly agree that, notwithstanding any term of the Participant’s Employment and Retention Agreement, the calculations of the Performance Target and Performance Result for Year One, Year Two and Year Three shall be exclusive of the after-tax effects of (i) merger and consolidation costs, (ii) deleveraging programs implemented by TD Banknorth, (iii) changes in unrealized gain (loss) on speculative derivatives, (iv) the amortization of intangible assets and (v) extraordinary items, and shall take into account cost and revenue synergies between TD and TD Banknorth as determined by the Committee in its sole discretion. Notwithstanding anything to the contrary contained in the Participant’s Employment or Retention Agreement, the expense, if any, related to the expensing of stock options, restricted stock and other stock or stock-based awards shall not be deducted in the calculation of the applicable Performance Target and Performance Result.

8. Other Amended Terms. In addition to the changes set forth in Section 7 of this Participation Agreement, TD Banknorth and the Participant expressly agree that, notwithstanding any term of the Plan or the Employment and Retention Agreement to the contrary, (i) the term “Disability” shall have the meaning set forth in the Plan, as required by recently-enacted Section 409A of the Code, and not as set forth in the Employment and Retention Agreements, (ii) the Redemption Value shall be paid within five business days following the Maturity Date rather than on the Maturity Date as set forth in the Employment and Retention Agreements, except as set forth in clause (iii) below, and (iii) following a termination of Service pursuant to Section 6.2 of the Plan, the payment of the Redemption Value shall be delayed until the later of (y) the six-month anniversary of the termination of Service as required by recently-enacted Section 409A of the Code or (z) within five business days after the Maturity Date. The Participant agrees to the changes set forth in this Section 8 and Section 7, and that except as expressly noted in this Section 8 and Section 7, this Participation Agreement shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms of the Plan or the Participant’s Employment and Retention Agreement.

9. Changes to the Plan. If the Plan is amended as permitted under the Plan, the amendments or additional provisions shall be deemed to be part of the Plan and this Participation Agreement and the Participant shall be bound thereby.

10. No Right to Employment or to Future Awards. Participation in the Plan does not give the Participant the right to be retained in the Service of TD Banknorth or interfere with the right of TD Banknorth to terminate the Participant’s employment at any time at will, whether by dismissal, discharge, or with Cause or without Cause. Participation in the Plan does not impose any obligation, express or implied, on TD Banknorth to grant any future Award or pay any other form of discretionary compensation to the Participant. Failure of TD Banknorth to grant an Award under this Plan, or a similar award, shall not support a claim for constructive dismissal.

11. Notices. Any notice given hereunder to TD Banknorth shall be addressed to TD Banknorth Inc., Attention: Cynthia Hamilton, Executive Vice President — Human Resources, TD Banknorth Inc., P.O. Box 9540, Two Portland Square, Portland, Maine 04112-9540, and any notice given hereunder to the Participant shall be addressed to the Participant at the Participant’s address as shown on the records of TD Banknorth.

12. Agreement to be Bound. The Participant acknowledges that he or she obtained a copy of the Plan document and that he or she reviewed and understood all of the terms and conditions of the Plan including the provisions concerning forfeiture of Awards. The Participant agrees to be bound by the terms and conditions of the Plan. The Participant agrees to complete, sign and deliver this Participation Agreement to the address shown below.

Dated: May 24, 2005.

TD Banknorth, by its duly authorized officer, and the Participant have executed this Participation Agreement in duplicate as of the day and year first above written.

TD BANKNORTH INC.

PARTICIPANT



Name: