Ex-10.(E)(3) Suppl. Retirement Agmnt (Fridlington)



 



Exhibit 10(e)(3)


SECOND AMENDMENT TO



SUPPLEMENTAL RETIREMENT AGREEMENT



     THIS SECOND AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT (this
“Amendment”) is made and entered into as of this 23rd day of December, 2003 by
and between Banknorth Group, Inc. (formerly known as Peoples Heritage Financial
Group, Inc. and hereinafter referred to as the “Company”), and John W.
Fridlington (the “Executive”).


RECITALS:



A.   The Company and the Executive are parties to a certain Supplemental
Retirement Agreement dated as of January 1, 1996 (the “Original Agreement”).
The Original Agreement, as amended by this Agreement is referred to as the
“Agreement.”


B.   Since the date of the Original Agreement, the Company has adopted the
Banknorth Group. Inc. Supplemental Retirement Plan (as amended, the “SERP
Plan”) and the Company and the Executive now wish to amend the Original
Agreement as hereinafter set forth.


     NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree and amend the Original Agreement as follows:



	1.	 	Amendments.
	 
	 	 	1.1   Alternative Benefit. Notwithstanding anything to the contrary in the
Original Agreement or in the SERP Plan (including, without limitation,
Article Three thereof), if on the date that benefits become payable under
the Original



 






 







	 	 	Agreement, the actuarial equivalent of the aggregate amount of the
benefits payable to the Executive under the terms of the Original
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 “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 the Original
Agreement but in an aggregate amount equal to the actuarial equivalent of
the Alternative Benefit instead of in an aggregate benefit amount
determined under the Original Agreement. Whenever an “actuarial
equivalent” is required to be determined under this Amendment, such
actuarial equivalent shall be determined in the manner prescribed for
determining actuarial equivalents under the Original Agreement.
	 
	 	 	1.2   Optional Forms of Payment. Section 2.04 of the Agreement is hereby
amended by deleting the second to last sentence thereof in its entirety
and replacing it with the following: “In addition, the Executive may
elect a lump sum under this plan.” The purpose of the amendment set
forth in this Section 1.2 is to make clear that, if the Executive elects
lump sum payment, the Company shall not have any right to require that
payment be made over a period of five years.



2.   No Further Modification.Except as expressly amended hereby, the Agreement
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.


2






 



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.


3






 


     IN WITNESS WHEREOF, the Company and the Executive have caused this
Amendment to be executed as of the date and year first above written.



	 	 	 	 	 	 	 
	 	 	
BANKNORTH GROUP, INC. f/k/a

PEOPLES HERITAGE FINANCIAL

GROUP, INC.
	 	 	 	 	 	 	 
	/s/ Catherine Wesinger	 	
By:
	 	/s/ Susan Shorey
	
	 	 	 	

	Witness	 	Name:	 	Susan Shorey
	 	 	
Title:
	 	Senior Vice President
	 	 	 	 	 	 	 
	/s/ Cynthia Hamilton	 	
/s/ John W. Fridlington
	
	 	


	Witness	 	
John W. Fridlington




4