-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B9wPG2Wesg0GOfonahHcA88zJEm5D21cDuEUayTJcRasudqneLdmCzS1qNIHdfu6 8PDlvF5ceHED+sAqBBPPxA== 0000950135-00-002744.txt : 20000515 0000950135-00-002744.hdr.sgml : 20000515 ACCESSION NUMBER: 0000950135-00-002744 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000512 EFFECTIVENESS DATE: 20000512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKNORTH GROUP INC/ME CENTRAL INDEX KEY: 0000829750 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 010437984 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36834 FILM NUMBER: 627439 BUSINESS ADDRESS: STREET 1: ONE PORTLAND SQ STREET 2: P O BOX 9540 CITY: PORTLAND STATE: ME ZIP: 04112 BUSINESS PHONE: 2077618500 MAIL ADDRESS: STREET 1: P O BOX 9540 CITY: PORTLAND STATE: ME ZIP: 04112-9540 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLES HERITAGE FINANCIAL GROUP INC DATE OF NAME CHANGE: 19920703 S-8 1 BANKNORTH GROUP, INC. 1 Registration No. 333-______ Filed May 12, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banknorth Group, Inc. (formerly Peoples Heritage Financial Group, Inc.) - -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its Articles of Incorporation) Maine 01-0437984 - ------------------------ --------------------------------- (State of incorporation) (IRS Employer Identification No.) P.O. Box 9540 One Portland Square Portland, Maine 04112-9540 - -------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) Amended and Restated 1995 Stock Option Plan for Non-employee Directors; Options to purchase Common Stock of the Registrant issued by the Registrant pursuant to an Agreement and Plan of Merger, dated as of June 1, 1999, as amended, between the Registrant and Banknorth Group, Inc. ("Old Banknorth")(the "Agreement"), upon conversion of outstanding options to purchase Common Stock of Old Banknorth issued by Old Banknorth under its 1997 Equity Compensation Plan, its Comprehensive Long-Term Executive Incentive Plan, the Amended and Restated 1995 Stock Incentive Plan of Evergreen Bancorp, Inc. ("Evergreen") and the 1995 Directors Stock Option Plan of Evergreen; and the Amended and Restated 1994 Deferred Compensation Plan for Directors and Selected Executives of Old Banknorth adopted by the Registrant pursuant to the Agreement - -------------------------------------------------------------------------------- (Full Titles of the Plans) William J. Ryan Copies to: Chairman, President and Gerard L. Hawkins, Esq. Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P. Banknorth Group, Inc. 734 15th Street, N.W. P.O. Box 9540 Washington, D.C. 20005 One Portland Square (202) 347-0300 Portland, Maine 04112-9540 (207) 761-8500 - -------------------------------------- (Name, address and telephone number of agent for service) Index to Exhibits is located on page 6 2 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------- Title of Securities Amount Proposed Maximum Proposed Maximum to be to be Offering Price Aggregate Amount of Registered Registered(1)(2) Per Share Offering Price Registration Fee - ----------------------------------------------------------------------------------------------------------------- Common Stock, 530,000(3) $13.469(6) $7,138,570(6) $ 1,884.58 par value $.01 Common Stock, 2,392,850(4) 12.796(7) 30,618,908(7) 8,083.39 par value $.01 Common Stock, 20,000(5) 13.469(6) 269,380(6) 71.12 par value $.01 Total 2,942,850 $38,026,858 $10,039.09 ========= =========== ========== - ------------------------------------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares of common stock, par value $.01 per share ("Common Stock"), of Banknorth Group, Inc., a Maine corporation formerly known as Peoples Heritage Financial Group, Inc. (the "Company" or "Registrant"), registered hereby as a result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. (2) Preferred stock purchase rights will be distributed without charge with respect to each share of Common Stock of the Company registered hereby. (3) Represents the additional shares of Common Stock of the Company reserved for issuance pursuant to the Company's Amended and Restated 1995 Stock Option Plan for Non-employee Directors ("1995 Plan") pursuant to an amendment to the 1995 Plan adopted in February 2000 and approved by stockholders of the Company at the 2000 Annual Meeting of Stockholders. (4) Represents the number of shares of Common Stock of the Company reserved for issuance as a result of the conversion of options to purchase common stock of Banknorth Group, Inc., a Delaware Corporation ("Old Banknorth"), into options to purchase Common Stock of the Company pursuant to an Agreement and Plan of Merger, dated as of June 1, 1999, as amended, between the Company and Old Banknorth (the "Agreement"). 2 3 (5) Represents the number of shares of Common Stock of the Company reserved for issuance pursuant to the Old Banknorth Amended and Restated 1994 Deferred Compensation Plan for Directors and Selected Executives (the "Deferred Compensation Plan") adopted by the Company pursuant to the Agreement. In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, as amended ("Securities Act"), also includes an indeterminate amount of interests to be offered or sold pursuant to the Deferred Compensation Plan. (6) Estimated solely for the purpose of calculating the registration fee, which has been calculated pursuant to Rule 457(c) promulgated under the Securities Act. The Proposed Maximum Offering Price Per Share is equal to the average of the high and low sales prices of the Common Stock on May 8, 2000 as reported by the Nasdaq Stock Market. (7) Estimated solely for the purpose of calculating the registration fee, which has been calculated pursuant to Rule 457(h) promulgated under the Securities Act. The Proposed Maximum Offering Price Per Share is equal to the weighted average exercise price for the options, as converted, to purchase shares of Common Stock. -------------------------- This Registration Statement shall become effective automatically upon the date of filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R. ss. 230.462. 3 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed or to be filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1999. (b) All reports filed by the Company pursuant to Section 13 (a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end of the fiscal year covered by the Form 10-K referred to in clause (a) above. (c) The description of the Common Stock of the Company contained in the Company's Registration Statement on Form S-4 (File No. 333-95587) filed with the Commission on January 28, 2000. (d) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable because the Common Stock is registered under Section 12 of the Exchange Act. ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 4 5 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 719 of the MBCA sets forth certain circumstances under which directors, officers, employees and agents may be indemnified against liability which they may incur in their capacity as such. Indemnification may be provided against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred; provided that no indemnification may be provided with respect to any matter where such person shall have been finally adjudicated (i) not to have acted honestly or in the reasonable belief that such action was in or not opposed to the best interests of the corporation or its shareholders, or (ii) with respect to any criminal action, to have had reasonable cause to believe such conduct was unlawful. A corporation may not indemnify a person with respect to any action or matter by or in the right of the corporation as to which that person is finally adjudicated to be liable to the corporation unless the court in which the action was brought determines that, in view of all the circumstances, that person is fairly and reasonably entitled to indemnity for such amounts as the court deems reasonable. To the extent such person has been successful on the merits or otherwise in defense of such action, that person shall be entitled to indemnification. Any indemnification, unless ordered by a court or required in the corporation's bylaws, shall be made only as authorized in the specific case upon a determination by the board of directors that indemnification is proper in the circumstances and in the best interests of the corporation. Expenses incurred in defending an action may be paid by the corporation in advance of the final disposition of that action upon a determination made that the person seeking indemnification satisfied the standard of conduct required for indemnification and receipt by the corporation of a written undertaking by or on behalf of such person to repay that amount if that person is finally adjudicated to not have met such standard or not be entitled to such indemnification. In addition, Section 719 of the MBCA provides that a corporation may purchase and maintain insurance on behalf of directors, officers, employees and agents against liability whether or not the corporation would have the power to indemnify such person against liability under such section. See Title 13-A Maine Revised Statutes Annotated ss.719. Article VI of the Bylaws of the Company provides that the directors, officers, employees and agents of the Company shall be indemnified to the full extent permitted by the MBCA. Such indemnity shall extend to expenses, including attorney's fees, judgments, fines and amounts paid in the settlement, prosecution or defense of the foregoing actions. Directors and officers also may be indemnified pursuant to the terms of various employee benefit plans of the Company. In addition, the Company carries a liability insurance policy for its directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable because no restricted securities will be reoffered or resold pursuant to this Registration Statement. 5 6 ITEM 8. EXHIBITS The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
NO. EXHIBIT PAGE --- ------- ---- 4 Common Stock Certificate (1) 5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to the legality of the securities E-1 23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the opinion included as Exhibit 5) -- 23.2 Consent of KPMG LLP E-3 24 Power of attorney for any subsequent amendments (located in the signature pages of this Registration Statement). - 99.1 Amended and Restated 1995 Stock Option Plan for E-4 Non-employee Directors 99.2 Banknorth Group, Inc. 1997 Equity Compensation Plan (2) 99.3 Banknorth Group, Inc. Comprehensive Long-Term Executive Incentive Plan (3) 99.4 Amended and Restated 1995 Stock Incentive Plan of Evergreen Bancorp, Inc. (4) 99.5 1995 Directors Stock Option Plan of Evergreen Bancorp, Inc. (5) 99.6 Amendment No. 1 to 1995 Directors Stock Option Plan of Evergreen Bancorp, Inc. (4) 99.7 Banknorth Group, Inc. Amended and Restated 1994 Deferred Compensation Plan for Directors and Selected Executives (6)
- ------------------------ (1) Incorporated by reference from the Company's Registration Statement on Form S-4 (File No. 333-95587) filed with the Commission on January 28, 2000. (2) Incorporated by reference from the Registration Statement on Form S-3 (File No. 33-80273) filed by Banknorth Group, Inc. with the Commission on December 11, 1995, as amended. 6 7 (3) Incorporated by reference from the Registration Statement on Form S-8 (File No. 333-38349) filed by Banknorth Group, Inc., with the Commission on October 21, 1997. (4) Incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 1997 filed by Evergreen Bancorp, Inc. (File No. 0-10275) with the Commission on March 31, 1998. (5) Incorporated by reference from the Registration Statement on Form S-8 (File No. 333-50115) filed by Evergreen Bancorp, Inc. with the Commission on April 15, 1998. (6) Incorporated by reference from the Registration Statement on Form S-8 (File No. 333-38353) filed by Banknorth Group, Inc. with the Commission on October 21, 1997. ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post- effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change in such information in the Registration Statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4. That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 7 8 5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 8 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Maine, on this 11th day of May 2000. BANKNORTH GROUP, INC. By: /s/ William J. Ryan ------------------------------------------ William J. Ryan, Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints William J. Ryan his or her true and lawful attorney, with full power to sign for such person and in such person's name and capacity indicated below, and with full power of substitution any and all amendments to this Registration Statement, hereby ratifying and confirming such person's signature as it may be signed by said attorney to any and all amendments. /s/ Thomas J. Amidon May 5, 2000 - ----------------------------------- Thomas J. Amidon Director /s/ Gary G. Bahre May 5, 2000 - ---------------------------------- Gary G. Bahre Director /s/ P. Kevin Condron May 11, 2000 - ---------------------------------- P. Kevin Condron Director /s/ Susan C. Crampton May 8, 2000 - ---------------------------------- Susan C. Crampton Director /s/ George W. Dougan May 11, 2000 - ---------------------------------- George W. Dougan Director /s/ Katherine M. Greenleaf May 5, 2000 - ---------------------------------- Katherine M. Greenleaf Director 9 10 /s/ Luther F. Hackett May 11, 2000 - ---------------------------------- Luther F. Hackett Director /s/ Douglas S. Hatfield May 5, 2000 - ---------------------------------- Douglas S. Hatfield Director /s/ David D. Hindle May 8, 2000 - ---------------------------------- David D. Hindle Director /s/ Dana S. Levensen May 11, 2000 - ---------------------------------- Dana S. Levensen Director /s/ Philip A. Mason May 9, 2000 - ---------------------------------- Philip A. Mason Director /s/ John M. Naughton May 5, 2000 - ---------------------------------- John M. Naughton Director /s/ Malcolm W. Philbrook, Jr. May 5, 2000 - ---------------------------------- Malcolm W. Philbrook, Jr. Director - ---------------------------------- Angelo P. Pizzagalli Director /s/ Pamela Plumb May 11, 2000 - ---------------------------------- Pamela Plumb Director /s/ Seth A. Resnicoff May 8, 2000 - ---------------------------------- Seth A. Resnicoff Director /s/ William J. Ryan May 11, 2000 - ---------------------------------- William J. Ryan Chairman, President and Chief Executive Officer (principal executive officer) 10 11 /s/ Curtis M. Scribner May 8, 2000 - ---------------------------------- Curtis M. Scribner Director /s/ Paul R. Shea May 11, 2000 - ---------------------------------- Paul R. Shea Director /s/John E. Veasey May 11, 2000 - ---------------------------------- John E. Veasey Director /s/ Peter J. Verrill May 11, 2000 - ---------------------------------- Peter J. Verrill Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) /s/ Patrick E. Welch May 11, 2000 - ---------------------------------- Patrick E. Welch Director 11 EX-5 2 OPINION & CONSENT OF ELIAS,MATZ,TIERNAN & HERRICK 1 EXHIBIT 5 Law Offices ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 12th Floor 734 15th Street, N.W. Washington, D.C. 20005 Telephone (202) 347-0300 May 12, 2000 Board of Directors Banknorth Group, Inc. One Portland Square P.O. Box 9540 Portland, Maine 04112-9540 Re: Registration Statement on Form S-8 2,942,580 Shares of Common Stock Ladies and Gentlemen: We have acted as special counsel to Banknorth Group, Inc., a Maine corporation (formerly Peoples Heritage Financial Group, Inc.) (the "Corporation"), in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement"), relating to the registration of up to (i) 530,000 shares of common stock, par value $.01 per share ("Common Stock"), to be issued upon exercise of options to purchase Common Stock granted pursuant to the Corporation's Amended and Restated 1995 Stock Option Plan for Non-employee Directors (the "1995 Option Plan") in connection with an amendment to the 1995 Plan adopted in February 2000 and approval by stockholders of the Company in April 2000, (ii) 2,392,850 shares of Common Stock to be issued upon exercise of options previously granted by Banknorth Group, Inc., a Delaware corporation ("Old Banknorth") pursuant to its 1997 Equity Compensation Plan, its Comprehensive Long-Term Executive Incentive Plan and the Amended and Restated 1995 Stock Incentive Plan and the 1995 Directors Stock Option Plan of Evergreen Bancorp, Inc. (the "Old Banknorth Option Plans"), and converted into options to purchase Common Stock upon the acquisition of Old Banknorth by the Corporation on May 10, 2000 pursuant to an Agreement and Plan of Merger, dated as of June 1, 1999, as amended, between the Corporation and Old Banknorth (the "Agreement")(the options under the 1995 Option Plan and the options under the Old Banknorth Option Plans are referred to collectively as the "Options"), and (iii) 20,000 shares of Common Stock to be issued pursuant to the Old Banknorth Amended and Restated 1994 Deferred Compensation Plan for Directors and Selected Executives (the "Old Banknorth Deferred Compensation Plan") adopted by the Corporation. The 1995 Option Plan, the Old Banknorth Option Plans and the Old Banknorth Deferred Compensation Plan are collectively referred to herein as the "Plans." The Registration Statement also registers an indeterminate number of additional shares which may be necessary to 2 Board of Directors May 12, 2000 Page 2 adjust the number of shares registered thereby for issuance as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. We have been requested to furnish an opinion to be included as an exhibit to the Registration Statement. In this regard, we have reviewed the Registration Statement and Prospectuses for the Plans, the Articles of Incorporation and Bylaws of the Corporation, the Plans, the Agreement, a specimen stock certificate evidencing the Common Stock of the Corporation and such other corporate records and documents as we have deemed appropriate for the purposes of this opinion. We are relying upon the originals, or copies certified or otherwise identified to our satisfaction, of the corporate records of the Corporation and such other instruments, certificates and representations of public officials, officers and representatives of the Corporation as we have deemed applicable or relevant as a basis for the opinions set forth below. In addition, we have assumed, without independent verification, the genuineness of all signatures and the authenticity of all documents furnished to us and the conformance in all respects of copies to originals. Furthermore, we have made such factual inquiries and reviewed such laws as we determined to be relevant for the purposes of this opinion. For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to the exercise of the Options will continue to be validly authorized on the dates the Common Stock is issued pursuant to the exercise of the Options; (ii) on the dates the Options are exercised, the Options will constitute valid, legal and binding obligations of the Corporation and will (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally) be enforceable as to the Corporation in accordance with their terms; (iii) no change occurs in applicable law or the pertinent facts; and (iv) the provisions of "blue sky" and other securities laws as may be applicable have been complied with to the extent required. Based on the foregoing, and subject to the assumptions set forth herein, we are of the opinion as of the date hereof that the shares of Common Stock to be issued pursuant to the Plans, upon receipt by the Corporation of the consideration required thereby, will be legally issued, fully paid and non-assessable shares of Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, ELIAS, MATZ, TIERNAN & HERRICK L.L.P. By: /s/ Gerard L. Hawkins -------------------------------------- Gerard L. Hawkins, a Partner EX-23.2 3 CONSENT OF KPMG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Banknorth Group, Inc. of our report, dated January 18, 2000, incorporated by reference in the December 31, 1999 Annual Report on Form 10-K of Peoples Heritage Financial Group, Inc. /s/ KPMG LLP Boston, Massachusetts May 10, 2000 EX-99.1 4 AMENDED & RESTATED 1995 STOCK OPTION PLAN 1 EXHIBIT 99.1 AMENDED AND RESTATED PEOPLES HERITAGE FINANCIAL GROUP, INC. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS ARTICLE I - PURPOSES The purposes of this Amended and Restated Peoples Heritage Financial Group, Inc. 1995 Stock Option Plan for Non-Employee Directors (the "Plan") are to attract and retain the services of experienced and knowledgeable non-employee directors of Peoples Heritage Financial Group, Inc. (the "Company") and each subsidiary of the Company as may be designated by the Board of Directors of the Company (the "Board") or a duly authorized committee thereof to participate in the Plan (each a "Subsidiary" and collectively, the "Subsidiaries") and to provide an incentive for such non-employee directors of the Company and any such participating Subsidiaries to increase their proprietary interests in the Company's long-term success and progress. ARTICLE II - SHARES SUBJECT TO THE PLAN Subject to adjustment in accordance with Article VI hereof, the total number of shares of the Company's Common Stock, $.01 par value per share (the "Common Stock"), which may be issued upon exercise of options which may be granted hereunder is 1,060,000 (the "Shares"). The Shares issued upon exercise of options granted hereunder (each on "Option" and collectively, "Options") may, at the discretion of the Board, be shares presently authorized but unissued and/or shares subsequently acquired by the Company in public or private transactions. If any Option granted under this Plan expires or terminates without being exercised in full, the Shares subject to the unexercised portion shall be available for reissuance under the Plan. ARTICLE III - ADMINISTRATION OF THE PLAN The administrator of this Plan (the "Plan Administrator") shall be the Board or a duly authorized committee thereof consisting solely of two or more Non-Employee Directors, as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Plan Administrator shall have the power to make determinations regarding awards to non-employee Directors of the Company and participating Subsidiaries under this Plan, to determine participating Subsidiaries under this Plan, to construe the provisions of this Plan, to determine all questions arising under this Plan and to adopt and amend such rules and regulations for the administration of this Plan as it may deem desirable, subject to Article IX of this Plan. ARTICLE IV - OPTION GRANTS Each Director of the Company and each Director of a participating Subsidiary who in each case is not an employee of the Company or any parent or Subsidiary of the Company shall be eligible to receive an option to purchase Shares under this Plan. Options may be granted to such persons under this Plan at such times and in such amounts as may be determined by the Plan Administrator. Options granted to Directors of the Company or a participating Subsidiary ("Optionees") shall be vested and exercisable according to the terms of Article V below. 2 ARTICLE V - OPTION TERMS 5.1 OPTION AGREEMENT. The Plan Administrator shall promptly notify each Director of the Company or a participating Subsidiary of each Option granted to that Director. Each Option granted under this Plan shall be evidenced by an option agreement (an "Agreement") duly executed on behalf of the Company and by the Optionee. Each Agreement shall comply with and be subject to the terms and conditions of this Plan and may contain such other terms, provisions and conditions not inconsistent with this Plan as may be determined by the Plan Administrator. 5.2 OPTION EXERCISE PRICE. The exercise price per share for an Option shall be the fair market value per share of Common Stock on the date of grant. For purposes of the Plan, "fair market value" shall be the per share closing sale price of the Common Stock on the date in question on the principal United States securities exchange registered under the Exchange Act on which the Common Stock is listed or, if the Common Stock is not listed on any such exchange, the per share closing sale price of a share of Common Stock on the Nasdaq Stock Market's National Market or any other such system then in use, or if no quotations are available, the most recent average of the closing bid and asked prices per share for the Common Stock in the over-the-counter market. 5.3 TERM OF OPTIONS. Each Option shall have a term which extends from the date of grant through the tenth anniversary of the date of grant (the "Termination Date"), provided that in the event that an Optionee ceases to be a Director of the Company or a participating Subsidiary for any reason, the unexercised portion of any Option held by such Optionee shall expire as of the earlier of the Termination Date of the Option or the first anniversary of the day the Optionee ceases to be a Director of the Company or a participating Subsidiary. 5.4 EXERCISABILITY OF OPTION. An Option shall be exercisable on the date of grant and thereafter shall remain exercisable throughout its term, subject to earlier termination as provided in Section 5.3 hereof. During the period it is exercisable, as described immediately above, an Option may be exercised in whole or in part on any business day or days chosen by the Optionee, provided, however, that only whole Shares shall be issued pursuant to the exercise of an Option. 5.5 MANNER OF EXERCISE. An Option shall be exercised by giving written notice, signed by the person exercising the Option, to the Company stating the number of Shares with respect to which the Option is being exercised, accompanied by payment in full for such Shares, which payment may be in whole or in part (i) in cash or by check or (ii) by delivery of a properly executed exercise notice, together with irrevocable instructions to a broker directing the broker to sell the Shares and then to properly deliver to the Company the amount of sale or loan proceeds to pay the exercise price, all in accordance with applicable laws and regulations. 2 3 5.6 TRANSFERABILITY. Except as may be approved by the Plan Administrator, an Option shall not be sold, transferred, assigned, pledged, hypothecated, attached, executed upon or otherwise disposed of in whole or in part in any way other than by will or the laws of descent and distribution or as specifically provided herein. The transfer by an Optionee to a trust created by the Optionee for the benefit of the Optionee or the Optionee's family which is revocable at any and all times during the Optionee's lifetime by the Optionee and as to which the Optionee is the sole trustee during his or her lifetime will not be deemed to be a transfer for purposes of the Plan. Under such rules and regulations as the Plan Administrator may establish pursuant to the terms of the Plan, a beneficiary may be designated with respect to an Option in the event of the death of an Optionee. If the estate of the Optionee is the beneficiary with respect to an Option, any rights with respect to such Option may be transferred to the person or persons or entity (including a trust) entitled thereto under the will of such Optionee or pursuant to the laws of descent and distribution. 5.7 NO SPECIAL RIGHTS. The Optionee or the Optionee's successor-in-interest shall have no rights as a stockholder with respect to any Shares which may be purchased by exercise of an Option unless and until a certificate representing such Shares is duly issued and delivered to the Optionee. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. 5.8 LIMITATION AS TO DIRECTORSHIP. Neither this Plan, the granting of an Option hereunder nor any other action taken pursuant hereto shall constitute or be evidence of any agreement or understanding, express or implied, that an Optionee has a right to continue as a Director of the Company or a Subsidiary of the Company for any period of time. 5.9 COMPLIANCE WITH LAWS AND REGULATIONS. All Options granted hereunder shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required. The Company shall not be required to issue any certificates for any Shares upon the exercise of an Option granted under this Plan, or record as a holder of record of Shares the name of the individual exercising an Option under this Plan, prior to completion of any registration or qualification or obtaining of consents or approvals with respect to such shares under any federal or state law or any rule or regulation of any governmental or regulatory body, which the Company shall, in its sole discretion, determine to be necessary or advisable. Moreover, no Option may be exercised if such exercise or issuance would be contrary to applicable laws and regulations. 5.10 WITHHOLDING OF TAXES. The Company may make such provisions as it deems appropriate for the withholding by the Company pursuant to federal or state income tax laws of such amounts as the Company determines it is required to withhold in connection with any Option. The Company may require an Optionee to satisfy any relevant tax requirements before authorizing any issuance of Shares to such Optionee or payment of any other benefit hereunder to such Optionee. 3 4 Any such settlement shall be made in the form of cash, check or such other form of consideration as is satisfactory to the Board of Directors, including without limitation Shares acquired upon exercise of an Option. ARTICLE VI - CAPITAL ADJUSTMENTS In the event that the Plan Administrator determines that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Plan Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Plan Administrator shall, in such manner as it may deem equitable, adjust any or all of the aggregate number and class of Shares for which Options may be granted under this Plan, the number and class of Shares covered by each outstanding Option under this Plan and the exercise price per Share of each such outstanding Option. In the event of any adjustment in the number of Shares covered by any Option, any fractional Shares resulting from such adjustment shall be disregarded and each such Option shall cover only the number of full Shares resulting from such adjustment. ARTICLE VII - EXPENSES OF THE PLAN All costs and expenses related to the adoption and administration of this Plan shall be borne by the Company and none of such expenses shall be charged to any Optionee. ARTICLE VIII - EFFECTIVE DATE AND DURATION OF THE PLAN This Plan initially became effective upon adoption by the Board and stockholders of the Company in 1995. The amendments to this Plan increasing the total number of shares of Common Stock which may be issued upon exercise of Options granted hereunder from 530,000 to 1,060,000 and otherwise amending and restating this Plan became effective upon adoption by the Board on February 22, 2000, subject to approval of the Company's stockholders at or before the next annual meeting of stockholders of the Company. In the event of such approval, this Plan shall continue in effect until it is terminated by action of the Board. 4 5 ARTICLES IX - TERMINATION AND AMENDMENT OF THE PLAN Subject to any approval of the Company's stockholders required under applicable law, the Board may amend, terminate or suspend this Plan at any time, in its sole and absolute discretion, provided that no such action shall adversely affect any then-outstanding Options. ARTICLE X - MISCELLANEOUS 10.1 OTHER PLANS. Nothing in this Plan is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice or arrangement for the payment of compensation or benefits to directors generally, which the Company or a Subsidiary now has or may hereafter lawfully put into effect, including, without limitation, any retirement, pension, insurance, stock purchase, incentive compensation or bonus plan. 10.2 SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender, as the context may require. 10.3 APPLICABLE LAW. This Plan shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws of the State of Maine. 10.4 SUCCESSORS AND ASSIGNS. This Plan and any Agreement with respect to an Option shall be binding upon the successors and assigns of the Company and upon each Optionee and such Optionee's heirs, executors, administrators, personal representatives, permitted assignees and successors in interest. Adopted by the Board of Directors of the Company on January 24, 1995 and amended and restated by such Board of Directors on January 28, 1997 and on February 22, 2000. 5 -----END PRIVACY-ENHANCED MESSAGE-----