Ex-10.(C)Supplemental Retirement Agmnt (Ryan)



 



Exhibit 10(c)


AMENDED AND RESTATED

SUPPLEMENTAL RETIREMENT

AGREEMENT



THIS AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT


AGREEMENT(this
“Agreement”) is made and entered into as of this 18th day of February 2004 by and
between Banknorth Group, Inc. (formerly known as Peoples Heritage Financial
Group, Inc.), its subsidiaries and affiliates (collectively, the
“Corporation”), and William J. Ryan (the “Executive”).


WITNESSETH:



     WHEREAS,
the Corporation and the Executive are parties to a certain
Supplemental Retirement Agreement dated as of January 1, 1996, as amended by a
First Amendment to Supplemental Retirement Agreement dated March 27, 2001, and
as further amended and restated by an Amended and Restated Supplemental
Retirement Agreement dated as of January 1, 2002 (as so amended and restated,
the “Prior Agreement”); and


     WHEREAS, the Corporation and the Executive wish to amend and restate the
Prior Agreement in its entirety as hereinafter set forth;


     NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Corporation and
the Executive hereby agree, and amend and restate the Prior Agreement in its
entirety, as follows:


ARTICLE ONE



Section 1.
Employment.  This Agreement is not an agreement of employment
and nothing herein shall be deemed to confer on the Executive any right to
continued employment with the Corporation or limit in any way the right of the
Corporation to terminate such employment. The


 






 


benefits provided under this Agreement are not part of any
salary reduction plan or an arrangement deferring a bonus or a salary increase.


ARTICLE TWO



Section 2.1. Normal
Retirement Benefits. (A) Generally. If the Executive continues
in employment with the Corporation until his sixty-fifth
(65th) birthday (the “Normal Retirement Date”), subject to Section 2.1(B) below, he shall be entitled to a retirement benefit (the
“Normal Retirement Benefit”) commencing on the first day of the month next
following his actual retirement and ending with the monthly payment preceding
his death, payable monthly in the annual amount of sixty-five percent (65%) of
his Benefit Computation Base (defined in Section 2.2), multiplied by a
fraction, not to exceed one (1), the numerator of which is the actual number of
months of the Executive’s employment with the Corporation (including partial
months for month of hire and month of termination) plus sixty-six (66) and the
denominator of which is three hundred (300) months, and reduced by:



	 	(1)	 	fifty percent (50%) of the Executive’s Primary Social Security
retirement benefit estimated as of the Normal Retirement Date based on
the Social Security retirement benefit formula assuming level future
earnings based on his Benefit Computation Base in effect on the date
of termination of the Executive’s employment with the Corporation;
	 
	 	(2)	 	the annual amount of benefits payable to the Executive, stated as
a life annuity commencing at the Normal Retirement Date, from the
tax-qualified defined benefit pension plan maintained by the
Corporation (such plan, as it may hereafter be amended, restated,
otherwise modified or replaced, is hereinafter referred to as the
“Pension Plan”);



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	 	(3)	 	the annual amount of benefits payable to the Executive, stated as
a life annuity commencing at the Normal Retirement Date, which is the
actuarial equivalent (determined as described below) at the date of
determination of the Normal Retirement Benefit, of that portion of the
Executive’s account balances attributable to contributions by the
Corporation to any and all qualified defined contribution plans
maintained by the Corporation; and
	 
	 	(4)	 	the annual amount of benefits payable to the Executive, stated as
a life annuity commencing at the Normal Retirement Date, attributable
to contributions by the Corporation (but not any amounts attributable
to deferrals or contributions by the Executive) from any other
qualified or non-qualified retirement plan or agreement maintained or
entered into by the Corporation.



Whenever an “actuarial equivalent” is required to be determined under this
Agreement, such actuarial equivalent shall be determined in the manner provided
for determining actuarial equivalents under the Pension Plan; provided however
that such manner of determination shall be no less favorable to the Executive
than that prescribed for determining actuarial equivalents under the Pension
Plan as in effect on the date of this Agreement.






	      (B)    
Normal Retirement Benefit if
Executive is Married. Notwithstanding
anything to the contrary in Section 2.1(A) or elsewhere, if and for so long as
the Executive is married, the Normal Retirement Benefit shall be the actuarial
equivalent of benefit that would otherwise be provided in the form of a single
life annuity as described in 2.1(A) above, but provided in the form of a joint
and survivor annuity for the benefit of the Executive and his spouse with
continuation of one hundred percent (100%) of the lifetime benefit to the
survivor, calculated in a manner consistent with provisions of the Pension Plan
providing for joint and survivor annuity benefits.






Section 2.2 Benefit
Computation Base. The Executive’s Benefit
Computation Base for purposes of Section 2.1(A) shall be the average of the
Executive’s compensation from the Corporation for the five (5) consecutive
calendar years during the ten (10) years preceding the Executive’s termination
of employment with the Corporation in which such compensation is the highest
(excluding all years of the Executive’s employment by the Corporation after the
year in which the Normal Retirement Date occurs). For the purposes of this
Agreement, compensation shall mean the amount actually paid or made available
to the Executive during a calendar year as


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remuneration of a kind or nature reported by the Corporation on the Executive’s
W-2. Compensation shall also include annual bonuses, any contributions made on
behalf of the Executive by the Corporation pursuant to a salary reduction
agreement under Internal Revenue Code Sections 125, 129 and/or 401(k), and any
and all other amounts that would have been reportable by the Corporation on the
Executive’s W-2 but for deferral of payment of such amounts under any agreement
or plan or program (other than the Pension Plan), including any voluntary
deferrals and any deferrals required or mandated by the terms of any agreement
or plan or program of the Corporation or action of its Board of Directors.
Compensation shall not include any amounts available to the Executive pursuant
to any Stock Option, Stock Appreciation Right, or Senior Management Long Term
Incentive Plans of the Corporation.


Section 2.3 Accrued Benefit. The term “Accrued Benefit” shall mean the
Normal Retirement Benefit (before applying the offsets in clauses (1), (2),
(3), and (4) of Section 2.1(A) above) to which the Executive would be entitled
under Section 2.1(A) commencing at the Normal Retirement Date assuming
continuation of the Executive’s employment with the Corporation until the
Normal Retirement Date based on the Benefit Computation Base on the date the
Accrued Benefit is determined, multiplied by a fraction not to exceed one (1),
the numerator of which is the actual number of months of the Executive’s
employment with the Corporation (including partial months for month of hire and
month of termination) plus sixty-six (66) and the denominator of which is three
hundred (300) months, and reduced by:



	 	 	 	(1) fifty percent (50%) of the Executive’s Primary Social Security
retirement benefit estimated as of the Normal Retirement Date based on
the Social Security retirement benefit formula assuming level future
earnings based on his Benefit Computation Base in effect on the date of
termination of the Executive’s employment with the Corporation;



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	 	 	 	(2) the annual amount of benefits payable to the Executive, stated as a
life annuity commencing at the Normal Retirement Date, from the Pension
Plan;
	 
	 	 	 	(3) the annual amount of benefits payable to the Executive, stated as a
life annuity commencing at the Normal Retirement Date, which is the
actuarial equivalent, at the date of determination of the Accrued
Benefit, of that portion of the Executive’s account balances attributable
to contributions by the Corporation to any and all qualified defined
contribution plans maintained by the Corporation; and
	 
	 	 	 	(4) the annual amount of benefits payable to the Executive, stated as a
life annuity commencing at the Normal Retirement Date, attributable to
contributions by the Corporation (but not any amounts attributable to
deferrals or contributions by the Executive) from any other qualified or
non-qualified retirement plan or agreement maintained or entered into by
the Corporation.



Section 2.4 Optional Forms
of Payment. In lieu of the life annuity
payments provided either (i) in Section 2.1 above (life
annuity payments and joint and survivor annuity payments as
described in Section 2.1 above are hereinafter referred to as payments made in
the “Normal Form”), or (ii) as an Accrued Benefit under this Agreement, the
Executive may elect, in writing, in a form acceptable to the Corporation, an
optional form of payment which shall be the actuarial equivalent of payments
that would otherwise be made in the Normal Form, and which shall be (x) any
optional form which is made available under the terms of the Pension Plan or
(y) a single lump sum payment, provided that such election shall become
effective only on the earlier of (A) the first anniversary of the date the
election is made, or (B) if the Executive dies before such anniversary, on the
date immediately before his death.


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Section 2.5 Vesting. The Executive, having completed more than five (5)
years of employment with the Corporation, has a vested interest in the Accrued
Benefit payable under this Agreement.


ARTICLE THREE



Section 3.1 Beneficiary. In the event of the death of the Executive,
any payments to be made to the Executive hereunder after the date of his death (“Remaining
Payments”) shall be made to the Executive’s Beneficiary, as defined below, and
in such case all references to “Executive” herein shall, where applicable,
apply to the Beneficiary. The Executive may name one or more beneficiaries
(each, a “Beneficiary”) in writing to the Corporation. If no Beneficiary is so
named or if no named Beneficiary is living at the time a payment is due, that
payment and all subsequent payments shall be made, when otherwise due, to the
Executive’s estate, which shall be the “Beneficiary” for purposes of this
Agreement.


ARTICLE FOUR



Section 4.1 Disability
Prior to Retirement. No disability benefits will
be paid under this Agreement. If the Executive’s employment is terminated or
suspended by reason of mental or physical disability, disability benefits may
be paid to the Executive pursuant to insurance provided by the Corporation
pursuant to a separate policy, plan or agreement. Upon the later of (x)
termination of any such other disability benefits or (y) the Normal Retirement
Date, payment to the Executive of his Accrued Benefit (determined as of the
date of disability) shall commence and such payment shall be made in the form
provided in Section 2.4. If, following termination or suspension of the
Executive’s employment by reason of disability, the Executive resumes
employment with the Corporation in the position he held immediately prior to
the onset of disability, this Agreement shall continue in full force and effect
as if no such disability or


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termination or suspension of employment had occurred. For the purposes of the
numerator of the fractions in Sections 2.1 and 2.3, the Executive’s period of
disability shall be treated as a period of employment with the Corporation.


ARTICLE FIVE



Section 5.1 Termination of Employment Prior to Normal Retirement Date.
If the Executive’s employment with the Corporation is terminated prior to the
Normal Retirement Date for any reason, the Executive shall be entitled to
benefits in the amount of the Accrued Benefit determined as of the date of
termination of his employment (“Early Retirement Benefits”) payable (x) in the
Normal Form commencing at the Normal Retirement Date or (y) to the extent so
elected by the Executive, in any other form permitted under Section 2.4 and
commencing at such other time as may be permitted under Section 5.2 below,
subject to such adjustment as may be provided under Section 5.2 below.


Section 5.2 Early
Payment. By written notice to the Company, the
Executive may elect to have the Corporation commence payment of Early
Retirement Benefits at any time after the Executive has both attained age
fifty-five (55) and terminated employment with the Corporation or at any
earlier time for commencement as the Corporation, in its discretion, may
approve. Early Retirement Benefits shall be in the amount(s) determined in
accordance with Section 5.1, but further reduced (1) by one-quarter of one
percent (.25%) per month for each month or partial month (up to sixty (60))
between the date of commencement of Early Retirement Benefits and the
Executive’s sixty-fifth (65th) birthday and (2) by one-half of one percent
(.50%) per month for each month or partial month between the date of
commencement of Early Retirement Benefits and the date of the Executive’s
sixtieth (60th) birthday.


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Section 5.3 Payment. Benefits payable under this Article Five shall be
paid in the Normal Form or in any other manner elected by the Executive and
permitted under Section 2.4.


Section 5.4 Forfeiture. Notwithstanding anything to the contrary
herein, benefits under this Agreement shall be forfeited and all rights of the
Executive and his Beneficiary shall become null and void if the Executive’s
employment is terminated for Cause. For the purposes of this Section 5.4, the
term “Cause” shall have the meaning given such term in the Amended and Restated
Severance Agreement dated January 1, 2003 between the Corporation and the
Executive.


ARTICLE SIX



Section 6.1 Assignment. No right to payment of any amount under this
Agreement may be assigned, pledged, or encumbered, nor shall any such right or
other interest in amounts payable under this Agreement be subject to any
attachment, garnishment, execution or other legal process.


ARTICLE SEVEN



Section 7.1
Participation in Other Plans. Nothing contained in this
Agreement shall be construed to alter, abridge, or in any manner affect the
rights and privileges of the Executive to participate in and be covered by any
pension, profit-sharing, group insurance, bonus or any other employee plan or
plans which the Corporation may have or hereafter have.


Section 7.2
Alternative Benefit under the SERP Plan. Without limiting
the foregoing, and notwithstanding anything to the contrary in the Banknorth
Group, Inc. Supplemental Retirement Plan (as the same may be amended, restated,
otherwise modified or replaced, the “SERP Plan”), including, without
limitation, Article Three thereof, if on the date that benefits become payable
under this Agreement, the actuarial equivalent of the aggregate amount of the benefits payable to


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the Executive under the terms of this
Agreement is less than the actuarial equivalent of the aggregate amount of the
benefits to which the Executive would be entitled under the SERP Plan if he
were a “Participant” (as defined in the SERP Plan) in the SERP Plan (such
amount, the “Alternative Benefit”), the Executive shall be entitled to benefits
payable in accordance with the terms of this Agreement but in an aggregate
amount equal to the actuarial equivalent of the Alternative Benefit instead of
in an aggregate benefit amount determined under this Agreement.


ARTICLE EIGHT



Section 8.1 Funding. The Corporation shall have the right, in its
discretion, at any time and from time to time to insure or otherwise provide
for the obligations of the Corporation under this Agreement or to refrain from
same, and to determine the extent, nature and method thereof, including the
establishment of one or more trusts. Should the Corporation elect to insure
this Agreement, in whole or in part, through the medium of insurance or
annuities, or both, the Corporation shall be the owner and beneficiary of the
policy. At no time shall the Executive be deemed to have any right, title or
interest in or to any specified asset or assets of any such trust or escrow
arrangement, including, without limitation, any insurance or annuity or other
contracts or proceeds therefrom. No such policy, contract or other asset shall
in any way be considered to be security for the performance of the
Corporation’s obligations under this Agreement. The Executive agrees that, if
the Corporation purchases a life insurance or annuity policy on his life, he
will sign any papers that may be required for that purpose and undergo any
medical examination or tests which may be necessary, and otherwise reasonably
cooperate with the Corporation in its efforts to secure any such policy.


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Section 8.2. No
Trust. Nothing herein and no action taken pursuant
hereto shall create or be deemed to create any trust or fiduciary relationship
between the Corporation and the Executive, his Beneficiary, or any other
person.


ARTICLE NINE



Section 9.1
Reorganization. The Corporation shall not merge with or
consolidate into or with another corporation or other entity, or reorganize, or
sell substantially all of its assets to another corporation, firm, or person
unless and until such succeeding or continuing corporation, firm or person
agrees to assume and discharge the obligations of the Corporation under this
Agreement. Upon the occurrence of any such merger, consolidation,
reorganization, or sale, the term “Corporation” as used in this Agreement shall
be deemed to refer to such successor, assignee, or survivor or successor
Corporation, firm or person.


ARTICLE TEN



Section 10.1 Binding
Effect. This Agreement shall be binding upon and
inure to the benefit of the Executive and his Beneficiary and the Corporation
and any successor organization which shall succeed to substantially all of its
assets and business without regard to the form of such succession.



Section 10.2 Corporation. As used in this Agreement, the term
“Corporation” shall mean Banknorth Group, Inc., and any entity that from time
to time is aggregated with Banknorth Group, Inc., its successors and assigns,
under Sections 414(b), 414(c), 414(m), 414(n) or 414(o) of the Internal Revenue
Code of 1986, as amended. For the purpose of determining the Executive’s
period of employment with the Corporation as required hereunder, the term
“Corporation” shall also include any predecessor of the Corporation.


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ARTICLE ELEVEN



Section 11.1.
Communications. Any notice or other communication
required or permitted to be given under this Agreement shall be in writing and
shall be deemed given (i) when delivered or refused if sent by hand during
regular business hours, (ii) three (3) business days after being sent by United
States Postal Service, registered or certified mail, postage prepaid, return
receipt requested, (iii) on the next business day when sent by reputable
overnight express mail service that provides tracing and proof of receipt or
refusal of items mailed, or (iv) when received by the addressee if by
telecopier transmission addressed to the Corporation or Executive, as the case
may be, at the address or addresses set forth below or such other addresses as
the parties may designate in a notice given in accordance with this Section.


To the Corporation:



	 
	Banknorth Group, Inc.
	Two Portland Square
	Portland, ME 04112



To the Executive:



	 
	William J. Ryan
	6 Hemlock Drive
	Cumberland Center, ME 04021



ARTICLE TWELVE



Section 12.1 Claims
Procedure Generally. Any claim for benefits under
this Agreement (“Claim”) shall be made by written notice (x) describing the
basis for the Claim and (y) submitted to the Corporation within six months
after the date on which such benefit is claimed to have been due. Within sixty
(60) days after its receipt of a Claim, the Corporation shall respond to the
Executive (or, if applicable, Beneficiary) by written notice of its
determination to approve or deny the same, which notice, in the case of any
denial, shall further set forth in reasonable


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detail the basis for denial, specific reference to the
Plan provisions on which the denial is based, steps to be taken to have the
denial reviewed and, if applicable, a description of any additional material
needed to be provided by the Executive. The Executive may, in his discretion,
elect to treat any failure of the Corporation to respond to a Claim within the
time period set forth above as denial.


Section 12.2 Review. If a Claim is denied, the Executive may obtain a
review of the denial by written request for review (x) describing the basis for
his determination that denial was erroneous and (y) submitted to the
Corporation within sixty (60) days after the date of denial or deemed denial of
the Claim pursuant to Section 12.1 above, as applicable. Within sixty days
(60) following the Corporation’s receipt of a request for review, the
Corporation shall review the Claim (together with any supporting documents or
other written materials reasonably related to the request and submitted
therewith) and give the Executive written notice of its determination to
approve or deny the same, which notice, in the case of any denial, shall
further set forth in reasonable detail the basis for denial. No determination
of the Corporation shall be deemed to preclude further action by the Executive
(or, if applicable, Beneficiary) with respect to the Claim.


ARTICLE THIRTEEN



Section 13.1 Withholding. The Corporation shall be entitled to
withhold from payment of benefits hereunder any federal, state or local
withholding or other taxes, or charge from time to time required to be
withheld.


ARTICLE FOURTEEN



Section 14.1 Entire
Agreement; Amendment. This Agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supercedes all prior


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agreements written or oral with respect to its subject matter. This Agreement
may be amended only by a written agreement signed by the parties hereto.


Section 14.2
Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Maine.


Section 14.3 Severability. Each provision of this Agreement is
intended to be severable and the invalidity, illegality, or unenforceability of
any portion of this Agreement shall not affect the validity, legality, and
enforceability of the remainder.


     IN
WITNESS WHEREOF, the Corporation and the Executive have caused this
Agreement to be executed as an instrument under Seal as of the date and year
first above written.



	 	 	 
	 	 	
BANKNORTH GROUP, INC., f/k/a
	 	 	
PEOPLES HERITAGE FINANCIAL
	 	 	
GROUP, INC.
	 	 	 
	/s/ Susan G. Shorey	 	
By: /s/ Cynthia H. Hamilton
	
	 	


	Witness	 	
Its:         Executive Vice President
	 	 	 
	/s/ Susan G. Shorey	 	
/s/ William J. Ryan
	
	 	


	Witness	 	
William J. Ryan



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