Ex-10.(A) Severance Agreement William J. Ryan



 



Exhibit 10(a)


BANKNORTH GROUP, INC.



AMENDED AND RESTATED

SEVERANCE AGREEMENT



WILLIAM J. RYAN



     This Amended and Restated Severance Agreement (this “Agreement”) is made
and entered into as of the 1st day of January, 2004, by and between Banknorth
Group, Inc. (the “Company”) and William J. Ryan (the “Executive”);


W I T N E S S E T H:



     WHEREAS, the Company and the Executive are parties to a certain Severance
Agreement dated January 1, 2000, as amended by a First Amendment to Severance
Agreement dated as of May 22, 2001 (as so amended, the “Prior Agreement”); and


     WHEREAS, the Company 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 are hereby acknowledged, the Company and the
Executive hereby agree, and amend and restate the Prior Agreement in its
entirety, as follows:



	1.	 	Definitions



          (a)  Accrued Benefits means:




 






 






		
	 	     (i) All salary earned or accrued through the date the Executive’s
employment is terminated;
	 
	 	     (ii) reimbursement for any and all monies advanced in connection
with the Executive’s employment for reasonable and necessary expenses
incurred by the Executive through the date the Executive’s employment is
terminated;
	 
	 	     (iii) any and all other compensation previously earned by the
Executive and deferred under or pursuant to any deferred compensation
plan or plans of the Company then in effect together with any interest
or deemed earnings thereon;
	 
	 	     (iv) any bonus earned by the Executive for a Year or other
performance period ending prior to the Year or other performance period
in which employment terminates, but not yet paid to the Executive, under
any bonus or incentive compensation plan or plans in which the Executive
is a participant;
	 
	 	     (v) to the extent not previously paid to the Executive for the Year
in which employment terminates, a pro rata portion of the maximum Annual
Bonus payable to the Executive for the Year in which employment
terminates under any bonus or incentive compensation plan or plans of
the Company in which the Executive is a participant, determined as if
the Executive had remained in employment for the full Year and prorated
based upon weeks, including partial weeks, of employment during that
Year;
	 
	 	     (vi) to the extent not previously paid to the Executive for the
“Performance Period” (as defined in the EIP) in which employment
terminates, a pro rata Long-Term Incentive Award in an amount determined
as described in Section 5 of the EIP;



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	 	     (vii) to the extent not previously paid or provided to the
Executive, all other payments and benefits to which the Executive may be
entitled under the terms of any applicable compensation or benefit plan,
program or arrangement of the Company.



     (b)  Act means the Securities Exchange Act of 1934, as amended.


     (c)  Affiliate of any specified persons means any other person that,
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under direct or indirect common control with such
specified person. For the purposes of this definition, “control” means the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a person, whether through the ownership of
voting securities, by contract or otherwise, and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.


     (d)  Annual Bonus means any bonus or incentive award under any bonus or
incentive compensation plan, program or arrangement of the Company in which the
Executive is a participant the performance period for which is or was initially
scheduled to be one year or less.


     (e)  Annual Compensation means the sum of:



		
	 	     (i) the Executive’s annual base salary at the rate in effect on the
date of a termination of employment as described in Section 3 or in
Section 7(d) (or, in the event of a termination for “Good Reason” under
Section 1(k)(i)(A) below, the annual base salary as in effect
immediately before the actions giving rise to Good Reason); plus
	 
	 	     (ii) the greatest of the Annual Bonuses, if any, either paid or
accrued in the year in which termination occurs, or in any of the three
immediately preceding years.



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     (f)  Base Amount means an amount equal to the Executive’s Annualized
Includable Compensation for the Base Period as defined in Section 280G(d)(1)
and (2) of the Code (as hereinafter defined).


     (g)  Bonus (whether or not capitalized) means any bonus or incentive award
(including any Annual Bonus or Long-Term Incentive Award) under any bonus or
incentive compensation plan, program or arrangement of the Company in which the
Executive is a participant.


     (h)  Cause means (i) the executive’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 Executive’s duties,
which has caused a demonstrable and serious injury to the Company, monetary or
otherwise.


     The Executive shall be given written notice that the Company intends to
terminate his employment for Cause. Such written notice shall specify the
particular acts, or failures to act, on the basis of which the decision to so
terminate employment was made.


     In the case of a termination for Cause as described in clause (ii), above,
the Executive 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. The Company may suspend the Executive’s title
and authority pending such meeting, and such suspension shall not constitute
“Good Reason,” as defined in subsection (n) below.


     (i)  “Change in Control” of the Company shall mean a Change in Control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Act or any successor
thereto, provided that without limiting the


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foregoing, a Change in Control of the Company also shall mean the
occurrence of any of the following events:


          (i) any “person” (as defined under Section 3(a)(9) of the Act) or “group”
of persons (as provided under Section 13d-3 of the Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 or otherwise under the Act),
directly or indirectly (including as provided in Rule 13d-3(d)(1) of the Act),
of capital stock of the Company the holders of which are entitled to vote for
the election of directors (“voting stock”) representing that percentage of the
Company’s then outstanding voting stock (giving effect to the deemed ownership
of securities by such person or group, as provided in Rule 13d-3(d)(1) of the
Act, but not giving effect to any such deemed ownership of securities by
another person or group) equal to or greater than twenty-five percent (25%) of
all such voting stock;



          (ii) during any period of twenty four consecutive months, individuals who
at the beginning of such period constituted the Board of Directors of the
Company (including for this purpose any new director whose election or
nomination for election by the Company’s shareholders was approved by a vote of
at least a majority of the directors then still in office who were directors at
the beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors of the Company (excluding any Board seat
that is vacant or otherwise unoccupied).



          (iii) there shall be consummated any consolidation, merger, stock for
stock exchange or similar transaction (collectively, “Merger Transactions”)
involving securities of the Company in which holders of voting stock of the
Company immediately prior to such consummation own, as a group, immediately
after such consummation, voting stock of the




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Company (or, if the Company does not survive the Merger Transaction,
voting securities of the corporation surviving such transaction) having less
than 50% of the total voting power in an election of directors of the Company
(or such other surviving corporation).


     (j)  Code means the Internal Revenue Code of 1986, as amended.


     (k)  Disability means a disability entitling the Executive to payments
under the Company’s long-term disability plan applicable to the Executive.


     (l)  Effective Date means the date this Agreement is executed by the
parties.


     (l)  EIP means the Banknorth Group, Inc. Executive Incentive Plan as
amended and in effect from time to time, and any successor plan.


     (m)  Employment Period means a period commencing on the date of a Change in
Control of the Company and ending on the earlier of (i) the last day of the
twenty-fourth month following the month in which the Change in Control occurs
or (ii) the Executive’s Normal Retirement Date.


     (n)  Good Reason means:


               (i) any breach of this Agreement by the Company, including
without
limitation (A) any reduction during the Employment Period in the amount of the
Executive’s base salary or aggregate benefits as in effect from time to time,
(B) failure to provide the Executive with the same fringe benefits that were
provided to the Executive immediately prior to a Change in Control of the
Company, 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 such a Change in Control, is substantially comparable in all material
respects to such fringe benefits




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taken as a whole, or (C) any other breach by the Company of its obligations contained
in Section 6 below;


          (ii) without the Executive’s express written consent, the
assignment to the
Executive of any duties which are materially inconsistent with the Executive’s
positions, duties, responsibilities and status immediately prior to the Change
in Control of the Company, a material change in the Executive’s reporting
responsibilities, titles or offices as an employee and as in effect immediately
prior to the Change in Control, or a significant reduction in the Executive’s
title, duties or responsibilities, or in the level of his support services as
in effect immediately prior to the Change in Control;



          (iii) the relocation of the Executive’s principal place of
employment, without
the Executive’s written consent, to a location outside the same metropolitan
area in which the Executive was employed at the time of such Change in Control,
or the imposition of any requirement that the Executive 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 Executive’s employment for Cause or
Disability which is not effected pursuant to a Notice of Termination satisfying
the requirements of paragraph (q) below; or



          (v) a change in the ownership of the Company (either
accompanying or
following the Change in Control), such that the Executive’s duties, reporting
responsibilities, or authority is no longer consistent with those of an
executive of an independent company.



     Upon the occurrence of any of the events described in (i), (ii), (iii),
(iv) or (v) above, the Executive shall give the Company written notice that
such event constitutes Good Reason, and


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the Company shall thereafter have thirty (30) days in which to cure. If
the Company has not cured in that time, the event shall constitute Good Reason.


     (o)  Long-Term Incentive Award means an incentive award under the EIP the
performance period for which is or was initially scheduled to be in excess of
one year.


     (p)  Normal Retirement Date means Normal Retirement Date as defined in the
Retirement Plan.


     (q)  Notice of Termination shall mean a notice which shall indicate the
specific termination provision relied upon in this Agreement and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive’s employment under the provision so
indicated.


     (r)  Person or Group means a “person” or “group,” as defined in Section
1(g)(i) hereof.


     (s)  Plan Year with respect to any of the Retirement Plan or the 401(k)
Plan, the “plan year” as defined in such plan.


     (t)  Retirement Plan means the Banknorth Group, Inc. Retirement Plan, as
amended and in effect from time to time and any successor plan.


     (u)  SERP Agreement means the Amended and Restated Supplemental Retirement
Agreement dated January 1, 2002 between the Executive and the Company, as
amended.


     (v)  Year means a calendar year unless otherwise specifically provided.


     (w)  401(k) Plan means the Banknorth Group, Inc. 401(k) Plan dated January
1, 2001, as amended, which plan constitutes a continuation and merger of the
Banknorth Group, Inc.


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Thrift Incentive Plan and the Banknorth Group, Inc. Profit Sharing and Employee
Stock Ownership Plan.


     2.     Term of Agreement.


     This Agreement shall begin on the Effective Date and shall continue until
the third anniversary of such date, provided that, on the first anniversary of
the Effective Date, and on each succeeding anniversary, the term shall be
renewed for an additional period of one year unless either party has given
written notice that the term is not so renewed, which notice must be delivered
to the other party at least ninety (90) days prior to the date of any such
renewal, and further provided that if a Change in Control of the Company occurs
during such term, the term shall in all events continue through the last day of
the Employment Period. This Agreement is also subject to earlier termination
as provided in Section 3 below. All rights and obligations hereunder shall
survive to the extent necessary to the intended enforcement thereof.


     3.     Termination of Employment Prior to a Change in Control.


          (a) The Company and the Executive shall each retain the right to terminate
the employment of the Executive at any time prior to a Change in Control of the
Company. In the event the Executive’s employment is terminated prior to a
Change in Control of the Company, this Agreement shall, except as provided in
subsection (b) below, be terminated and of no further force and effect, and any
and all rights and obligations of the parties hereunder shall cease.



          (b) If the Executive’s employment is terminated by the Company prior to
the occurrence of a Change in Control of the Company, and if it can be shown
that the Executive’s termination (i) was at the direction or request of a third
party that had taken steps reasonably calculated to effect the Change in
Control of the Company thereafter, or (ii) otherwise occurred




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in connection with, or in anticipation of, the Change in Control of the Company,
the Executive shall have the rights described in Section 7(d) below, as if a
Change in Control of the Company had occurred on the date immediately preceding
such termination.


4.   Employment Following a Change in Control.



     If a Change in Control of the Company occurs when the Executive is
employed by the Company, the Company will continue thereafter to employ the
Executive, and the Executive will remain in the employ of the Company, during
the Employment Period, in accordance with the terms and provisions of this
Agreement.


     5.     Duties.


     During the Employment Period, the Executive shall serve the Company in
such capacities and positions as may be assigned by the Company consistent with
the Executive’s capacities and positions immediately prior to the Change in
Control and shall devote the Executive’s best efforts and all of the
Executive’s business time, attention and skill to the business and affairs of
the Company, as such business and affairs now exist and as they may hereafter
be conducted.


     6.     Compensation.


     During the Employment Period, the Executive shall be compensated by the
Company as follows:


          (a) the Executive shall receive, at such intervals and in accordance with
such standard policies as in effect immediately prior to the Change in Control
of the Company, an annual base salary not less than the Executive’s annual base
salary as in effect immediately prior to the Change in Control of the Company,
subject to adjustment as hereinafter provided;




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          (b) the Executive shall be included in all plans providing incentive
compensation to executives, including but not limited to bonus, deferred
compensation, annual or other incentive compensation, supplemental pension,
stock ownership, stock option, stock appreciation, stock bonus and similar or
comparable plans as any such plans are extended by the Company from time to
time to senior corporate officers, key employees and other employees of
comparable status;



          (c) the Executive shall be reimbursed, at such intervals and in accordance
with such standard policies as may be in effect on the date of the Change in
Control of the Company, for any and all monies advanced in connection with the
Executive’s employment for reasonable and necessary expenses incurred by the
Executive on behalf of the Company, including travel expenses;



          (d) the Executive shall be allowed to participate, on the same basis as
applicable to other employees of comparable status and position, in any and all
plans, programs or arrangements covering employee benefits or perquisites,
including but not limited to the following: group medical insurance,
hospitalization benefits, disability benefits, medical benefits, dental
benefits, pension benefits, profit sharing and stock bonus plans;



          (e) the Executive shall receive annually not less than the amount of paid
vacation and not fewer than the number of paid holidays received annually
immediately prior to the Change in Control of the Company or available annually
to other employees of comparable status and position with the Company.



     During the Employment Term the Board of Directors of the Company, or an
appropriate committee thereof, will consider and appraise, at least annually,
the contributions of the


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Executive to the Company’s operating efficiency, growth, production and profits and, in
accordance with past practice, due consideration shall be given to the upward
adjustment of the Executive’s compensation rate, at least annually,
commensurate with increases generally given to other senior corporate officers
and key employees and as the scope of the Executive’s duties expands.


     7.     Termination of Employment.


     Any termination by the Company or the Executive of the Executive’s
employment during the Employment Period shall be communicated by written Notice
of Termination to the Executive if such notice is delivered by the Company, and
to the Company if such notice is delivered by the Executive. The Notice of
Termination shall comply with the requirements of Section 17 below.


          (a) Termination for Disability. If during the Employment Period, the
Executive’s employment is terminated on account of the Executive’s Disability,
the Executive shall receive any Accrued Benefits, and shall remain eligible for
all benefits as provided pursuant to the terms of any long-term disability
programs of the Company in effect at the time of such termination.



          (b) Termination on the Executive’s Death. If, during the Employment
Period, the Executive’s employment is terminated on account of the Executive’s
death, the Executive’s estate or his designated beneficiary (or beneficiaries),
as applicable, shall receive all the Executive’s Accrued Benefits.



          (c) Voluntary Termination or Termination for Cause. If, during the
Employment Period, (i) the Executive shall terminate employment with the
Company other than




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for Good Reason, or (ii) the Executive’s employment is
terminated for Cause, the Executive shall receive from the Company only the
Accrued Benefits.


          (d) Termination by the Company Without Cause or by the Executive for Good
Reason. If, during the Employment Period, the Executive’s employment with the
Company is terminated by the Company other than for Cause, or by the Executive
for Good Reason, then:



               (i) the Executive shall receive from the Company the
Accrued Benefits, which shall be paid within ten (10) days after the later of
the date of termination of the Executive’s employment and the date of the
Change in Control; provided that (x) for this purpose, Accrued Benefits shall
not include any entitlement to severance under any Company severance policy
generally applicable to the Company’s salaried employees and (y) to the extent
that any Annual Bonus or Long-Term Incentive Award to be paid to the Executive
following a Change in Control pursuant to the EIP is included in Accrued
Benefits hereunder and paid to the Executive, such payment shall be deemed to
satisfy the Company’s obligation, if any, to make payment of the same pursuant
to the EIP;



               (ii) the Executive shall receive from the Company, no less than ten (10)
days following termination of his employment, a lump sum payment (the
“Termination Payment”) equal to three (3) times the Annual Compensation;



               (iii) for purposes of determining the Executive’s benefit under the
SERP Agreement, the Executive shall be credited with 36 additional months of
age and of service determined as follows:



                    (A) The additional 36 months of age and service shall be applied for
purposes of benefit accrual, vesting, eligibility for early retirement,
subsidized early




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retirement factors, actuarial equivalence and any other
purposes under the Retirement Plan and the SERP Agreement.



                    (B) Any provision under the Retirement Plan or the SERP Agreement
prohibiting the accrual of any additional benefits after the Executive has been
credited with more than a stated number of years of service shall be
disregarded.



                    (C) For purposes of determining the amount of the Executive’s benefit
under the SERP Agreement, the reduction in respect of the benefit paid under
the Retirement Plan shall be based on the Executive’s actual Retirement Plan
benefit (that is, without any additional deemed service).



                    (D) For purposes of determining the Early Retirement Benefit (as defined
in the SERP Agreement) and other forms of benefit under the SERP Agreement,
the reductions for early commencement of payment of Early Retirement Benefits
described in the second sentence of Section 5.2 of the SERP Agreement shall not
apply.



                    (E) The Benefit Computation Base (as defined in the SERP Agreement) shall
be determined as if it were being calculated at the end of the 36 month period
of service credited to the Executive under this Section 7(d)(iii) and as if
during such 36 additional month period the Executive’s annualized compensation
was the same as such compensation for (I) the Year during which the Executive’s
employment is terminated, or, (II) any Year before the Change in Control
occurred, whichever is greater.



                    (F) Any amendment to the Retirement Plan within the twelve (12) month
period prior to the termination of the Executive’s employment shall be
disregarded to




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the extent that the application of such amendment would decrease
the total amount of the benefits provided for in this Section 7(d)(iii).


                    (G) The Executive shall be entitled to a lump sum distribution of his SERP
in all events, and the Company shall not be entitled to require payment over a
longer period. If the Executive elects a lump sum payment (i) the actuarial
equivalent benefit shall be determined in accordance with the provisions of the
Retirement Plan as in effect immediately prior to the Change in Control, or as
in effect on termination of the Executive’s employment, whichever creates the
greater benefit, and (ii) payment shall be made within thirty (30) days
following the later of (A) termination of the Executive’s employment, or (B)
the date the Executive gives written notice of the Executive’s intent to elect
a lump sum.



               (iv) the Executive shall be paid a lump sum amount equal to (A) the sum of
(I) the total aggregate value of all contributions, other than elective
contributions by the Executive and employer matching contributions relating
thereto, and forfeitures allocated to the Executive’s account under the 401(k)
Plan for the Plan Year ending immediately prior to the Change of Control, or,
if different, the Plan Year ending immediately prior to the termination of the
Executive’s employment, whichever Plan Year would produce the greater aggregate
value, and (II) (A) the matching contributions under the 401(k) Plan (or its
successor) which would have been credited under such plan on Executive’s
behalf, if the Executive had contributed the maximum salary deferral
contribution allowable under Section 402(g) of the Code, for the calendar year
in which the Executive’s employment with the Company was terminated, multiplied
by (B) three (3).




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               (v) all rights under any equity or long-term incentive plan shall be fully
vested to the extent not otherwise provided by the terms of any such plan;



               (vi) the Executive shall continue to be covered at the expense of the
Company by the same or equivalent hospital, medical, dental, accident,
disability and life insurance coverage as in effect for the Executive
immediately prior to termination of his employment, until the earlier of (I) 36
months following termination of employment, or (II) the date the Executive has
commenced new employment and has thereby become eligible for comparable
benefits; provided that, with respect to any of the coverages described above,
if such coverage is provided through an insurance policy with an insurance
company unaffiliated with the Company (before or after the Change in Control),
and if under the terms of the applicable policy, it is not possible to provide
continued coverage (or if continued coverage under such policy would increase
the Company’s cost allocable to the Executive by more than 100%), then the
Company shall pay the Executive a lump sum cash amount, no later than thirty
(30) days following termination of employment an amount equal to twice the
aggregate allocable cost of such coverage as applicable immediately prior to
termination of employment, such payment to be made without any discount for
present value.



     8.     Certain Supplemental Payments by the Company.


          (a) In the event the Executive’s employment is terminated pursuant to
Section 3(b) or 7(d) above, and if in connection therewith it is determined
that (i) part or all of the compensation and benefits to be paid to the
Executive constitute “parachute payments” under Section 280G of the Code, and
(ii) the payment thereof will cause the Executive to incur excise tax under
Section 4999 of the Code, the Company, on or before the date for payment of
such





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excise tax, shall pay the Executive, in lump sum, an amount (the “Gross-Up
Amount”) such that, after payment of all federal, state and local income tax
and any additional excise tax under Section
4999 of the Code in respect of the Gross-Up Amount payment, the Executive will
be fully reimbursed for the amount of such excise tax.


          (b) The determination of the Parachute Amount, the Base Amount and the
Gross-Up Amount, as well as any other calculations necessary to implement this
Section 8 shall be made by a nationally recognized accounting or benefits
consulting firm selected by the Executive and reasonably satisfactory to the
Company. The Consultant’s fee shall be paid by the Company.



          (c) As promptly as practicable following such determination and the
elections hereunder, the Company shall pay to or distribute to or for the
benefit of the Executive such amounts as are then due to the Executive under
this Agreement and shall promptly pay to or distribute for the benefit of the
Executive in the future such amounts as become due to the Executive under this
Agreement.



          (d) As a result of the uncertainty in the application of Section 280G of
the Code at the time of an initial determination hereunder, it is possible that
payments will not have been made by the Company which should have been made
under clause (a) of this Section 8 (“Underpayment”). In the event that there
is a final determination by the Internal Revenue Service, or a final
determination by a court of competent jurisdiction, that an Underpayment has
been made and the Executive thereafter is required to make any payment of an
excise tax, income tax, any interest or penalty, the accounting or benefits
consulting firm selected under clause (b) above shall determine the amount of
the Underpayment that has occurred and any such





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Underpayment shall be promptly
paid by the Company to or for the benefit of the Executive. If and to the
extent that the Executive receives any tax refund from the Internal Revenue
Service
that is attributable to payments by the Company pursuant to this Section 8 of
amounts in excess of the actual Gross-Up Amount as finally determined by the
Internal Revenue Service or a court of competent jurisdiction (“Overpayment”),
the Executive shall promptly pay to the Company the amount of such refund that
is attributable to the Overpayment (together with any interest paid or credited
thereon after taxes applicable thereto); provided, however, the Executive shall
not have any obligation to pay the Company any amount pursuant to this Section
8(d) if and to the extent that any such obligation would cause the arrangement
to be treated as a loan or extension of credit prohibited by applicable law.


     9.     Further Obligations of the Executive.


     (a)  Confidentiality. During and following the Executive’s employment by
the Company, the Executive shall hold in confidence and not directly or
indirectly disclose or use or copy or make lists of any confidential
information or proprietary data of the Company, except to the extent authorized
in writing by the Board of Directors of the Company or required by any court or
administrative agency, other than to an employee of the Company or a person to
whom disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of duties as an executive of the Company.
Confidential information shall not include any information known generally to
the public or any information of a type not otherwise considered confidential
by persons engaged in the same business or a business similar to that of the
Company. All records, files, documents and materials or copies thereof
relating to the Company’s business which the Executive shall prepare, or use,
or come into contact with, shall


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be and remain the sole property of the Company
and shall be promptly returned to the Company upon termination of employment
with the Company.


          (b) Non-Solicitation. For the period from the Effective Date until
the second
anniversary of the termination of the Executive’s employment, the Executive
will not, directly or indirectly, contact, approach or solicit for the purpose
of offering employment to or hiring (whether as an employee, consultant, agent,
independent contractor or otherwise) any officer of the Company, or an
Affiliate of the Company , other than on behalf of the Company or an Affiliate
of the Company, without the prior written consent of the Company.



     10.     Equitable Relief.


     Executive acknowledges and agrees that in the event of a breach by
Executive of any of the provisions of Section 9 hereof, the Company shall
suffer irreperable harm for which monetary damages alone will constitute an
insufficient remedy. Consequently, in the event of any such breach, the
Company may, in addition to other rights and remedies existing in its favor,
apply to any court of law or equity of competent jurisdiction for specific
performance and/or injunctive or other relief in order to enforce or prevent
any violations of the provisions hereof, in each case without the requirement
of posting a bond or proving actual damages.


     11.     Expenses and Interest.


     If, after a Change in Control of the Company, a good faith dispute arises
with respect to the enforcement of the Executive’s rights under this Agreement,
or if any legal or arbitration proceeding shall be brought in good faith to
enforce or interpret any provision contained herein, or to recover damages for
breach hereof, the Executive shall recover from the Company any reasonable
attorney’s fees and necessary costs and disbursements incurred as a result of
such


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dispute, and prejudgment interest on any money judgment or arbitration
award obtained by the Executive calculated at the rate of interest announced by
Peoples Heritage Bank, or any successor
thereto, from time to time as its prime rate from the date that payments
to him should have been made under this Agreement.


     12.     Payment Obligations Absolute. The Company’s obligation during and
after the Employment Period to pay the Executive the compensation and to make
the arrangements provided herein shall be absolute and unconditional and shall
not be affected by any circumstances, including, without limitation, any
setoff, counterclaim, recoupment, defense or other right which the Company may
have against him or anyone else. All amounts payable by the Company hereunder
shall be paid without notice or demand. Each and every payment made hereunder
by the Company shall be final and the Company will not seek to recover all or
any part of such payment from the Executive or from whomsoever may be entitled
thereto, for any reason whatever except as provided in Section 8(d) above.


     13.     Successors.


          (a) The Company will require any successor or assign (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive, expressly, absolutely and
unconditionally to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession or assignment had taken place. Any failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession or assignment shall be a material breach of this Agreement and shall
entitle the Executive to terminate the Executive’s




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employment for Good Reason.
As used in this Agreement, “Company” shall mean the Company as hereinbefore
defined and any successor or assign to its business and/or assets as aforesaid
which executes and delivers
the agreement provided for in this Section 13(a) or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.


          (b) This Agreement and all rights of the Executive shall inure to the
benefit of and be enforceable by the Executive’s personal or legal
representatives, estates, executors, administrators, heirs and beneficiaries.
All amounts payable to the Executive hereunder shall be paid, in the event of
the Executive’s death, to the Executive’s estate, heirs and representatives.
Except as provided in this Section 13, no party may assign this Agreement or
any rights, interests, or obligations hereunder without the prior written
approval of the other party. Subject to the preceding sentence, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns. This Agreement shall not be
terminated by the voluntary or involuntary dissolution of the Company.



     14.     Enforcement. The provisions of this Agreement shall be regarded as
divisible, and if any such provisions or any part hereof are declared invalid
or unenforceable by a court of competent jurisdiction, the validity and
enforceability of the remainder of such provisions or parts hereof and the
applicability thereof shall not be affected thereby.


     15.     Amendment. This Agreement may not be amended or modified at any time
except by a written instrument executed by the Company and the Executive.


     16.     Withholding. The Company shall be entitled to withhold from amounts
to be paid to the Executive hereunder any federal, state or local withholding
or other taxes, or charge which


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it is from time to time required to withhold.
The Company shall be entitled to rely on an opinion of counsel if any question
as to the amount or requirement of any such withholding shall arise.


     17.     Governing law


     This Agreement and the rights and obligations hereunder shall be governed
by and construed in accordance with the laws of the State of Maine.


     18.     Arbitration.


     Any dispute arising out of this Agreement shall be determined by
arbitration in the State of Maine under the rules of the American Arbitration
Association then in effect and judgment upon any award pursuant to such
arbitration may be enforced in any court having jurisdiction thereof.


     19.     Notice.


     Notices given pursuant to this Agreement shall be in writing and shall be
deemed given when received and, if mailed, shall be mailed by United States
registered or certified mail, return receipt requested, addressee only postage
prepaid, to the Company at:



	 
	Banknorth Group, Inc.
	P.O. Box 9540
	Two Portland Square
	Portland, ME 04112
	Attn: Clerk



or if to the Executive, at the address contained in the records of the Company,
or to such other address as the party to be notified shall have given to the
other.


     20.     No Waiver.


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     No waiver by any party at any time of any breach by another party of, or
compliance with, any condition or provision of this Agreement to be performed
by another party shall be deemed a waiver of similar or dissimilar provisions
or conditions at any time.


     21.     Headings. The headings herein contained are for reference only and
shall not affect the meaning or interpretation of any provision of this
Agreement.


     22.     Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supercedes any prior severance agreements between the Executive and the
Company.


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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.



	 	 	 	 	 
	THE COMPANY	 	
BANKNORTH GROUP, INC.
	 	 	 	 	 
	/s/ Jay Milligan	 	By:	 	/s/ Carol L. Mitchell
	
	 	 	 	

	Witness	 	 	 	Carol L. Mitchell

Executive Vice President, General Counsel,

Secretary and Clerk
	 	 	 	 	 
	/s/ Jay Milligan	 	
By:
	 	/s/ William J. Ryan
	
	 	 	 	

	Witness	 	 	 	William J. Ryan




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