-----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, LeiXR1GQPQMtJXfwDRpXnJRQm08kVzSm4Tx6gj2XHTdcOgCfpc0TqeSEldftMFB3 3iV1Mxf4t3jR9mxZWOaHzg== 0000910647-97-000227.txt : 19971022 0000910647-97-000227.hdr.sgml : 19971022 ACCESSION NUMBER: 0000910647-97-000227 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971021 EFFECTIVENESS DATE: 19971021 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKNORTH GROUP INC /NEW/ /DE/ CENTRAL INDEX KEY: 0000851105 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 030321189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38353 FILM NUMBER: 97698686 BUSINESS ADDRESS: STREET 1: 300 FINANCIAL PLAZA STREET 2: P O BOX 5420 CITY: BURLINGTON STATE: VT ZIP: 05401 BUSINESS PHONE: 8026589959 MAIL ADDRESS: STREET 1: PO BOX 5420 CITY: BUJRLINGTON STATE: VT ZIP: 05401 S-8 1 BODY OF FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- BANKNORTH GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 03-0321189 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 300 Financial Plaza, P.O. Box 5420, Burlington, VT 05401-5420 (Address of Principal Executive Offices) 1994 Deferred Compensation Plan for Directors and Selected Executives of Banknorth Group, Inc. and Participating Affiliates (Amended and Restated July 1, 1997) (Full title of the plan) With copy to: Mr. William H. Chadwick Denise J. Deschenes, Esq. President and Chief Executive Officer Primmer & Piper, P.C. Banknorth Group, Inc. 52 Summer Street, P.O. Box 159 300 Financial Plaza, P.O. Box 5420 St. Johnsbury, VT 05819 Burlington, VT 05401-5420 (Name and address of agent for service) (802) 658-9959 (Telephone number, including area code, of agent for service) Calculation of Registration Fee
Proposed Proposed maximum Title of securities Amount to be maximum offering aggregate offering Amount of to be registered registered(1) price per unit (2) price(2) registration fee - --------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 600,000 shs. $57.375 $34,425,000 $10,432 Includes associated rights (the "Rights") to purchase Common Stock. Until the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable, are evidenced by the certificates representing the Common Stock, and will be transferred along with, and only with, the Common Stock. Pursuant to Rules 416(a) and (b), this registration statement is also intended to cover such number of additional shares of the Company's common stock and associated rights as may be necessary to prevent dilution of the shares initially registered hereby resulting from stock splits or stock dividends, if any, occurring after the effective date of this registration statement. Estimated solely for the purposes of calculating the registration fee, and based on the closing price of the Company's Common Stock on October 17, 1997, as reported in the NASDAQ National Market System.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS [Omitted from this filing in accordance with the Note to Part I of Form S-8] PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Documents by Reference. The following documents, filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference into this Registration Statement; (1) The Company's Annual Report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 1996; (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 1997; (3) The Company's Current Report on Form 8-K filed on April 14, 1997; and (4) The description of the Company's Common Stock, $1.00 par value, and associated Common Stock Purchase Rights, contained in the Company's Current Report on Form 8-K dated November 30, 1989, as amended, and in its Registration Statement on Form 8-A dated November 29, 1990, as amended. In addition, all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liability (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. In addition, the Certificate of Incorporation of Banknorth Group, Inc. contains the following provisions relating to indemnification of directors and officers: ELEVENTH: The Corporation shall indemnify each director and officer of the Corporation, his or her heirs, executors and administrators, and may indemnify each employee and agent of the Corporation, his or her heirs, executors, administrators and all other persons whom the Corporation is authorized to indemnify under the provisions of the General Corporation Law of the State of Delaware, to the extent permitted by law (a) against all expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, or in connection with any appeal therein, or otherwise, and (b) against all expenses (including attorney's fees) actually and reasonably incurred by him or her in connection with any appeal therein, or otherwise; and no provision of this Article Eleventh is intended to be construed as limiting, prohibiting, denying or abrogating any of the general or specific powers or rights conferred by the General Corporation Law of the State of Delaware upon the Corporation to furnish, or upon any court to award, such indemnification, or indemnification as otherwise authorized pursuant to the General Corporation Law of the State of Delaware or any other law now or hereafter in effect. The Board of Directors of the Corporation may, in its discretion, authorize the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the foregoing paragraph of this Article Eleventh. TWELFTH: No director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability; provided, however, that to the extent required from time to time by applicable law, this provision shall not eliminate the liability of a director, to the extent such liability is provided by applicable law, (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware code, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Twelfth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment or repeal. In addition, Banknorth maintains a directors' and officers' liability insurance policy. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. (a) The following documents are filed as Exhibits to this Registration Statement: Exhibit 4 - 1994 Deferred Compensation Plan of Banknorth Group, Inc. and Participating Affiliates (Amended and Restated July 1, 1997). Exhibit 5 - Opinion and Consent of Primmer & Piper, P.C. re validity of the shares of Common Stock and associated Common Stock Purchase Rights. Exhibit 15 - Letter of KPMG Peat Marwick LLP re unaudited interim financial information. Exhibit 23 - (i) Consent of KPMG Peat Marwick LLP. (ii) Consent of Primmer & Piper, P.C. (contained in Exhibit 5) (b) Not applicable. 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; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that with respect to paragraphs (a)(1)(i) and (a)(1)(ii), this undertaking is limited to information required to be included in a post-effective amendment by those paragraphs and which is not otherwise contained in periodic reports filed by the registrant pursuant to section 13 of section 15(d) of the Securities Exchange Act of 1934 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 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 Securities Exchange Act of 1934 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. (5) To deliver, or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (6) 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 (described in item 6), or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act 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 Act and will be governed by the final adjudication of such issue. 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 Burlington, State of Vermont, on October 17, 1997. BANKNORTH GROUP, INC. By: /s/ William H. Chadwick --------------------------------- William H. Chadwick, 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.
Signature Title Date --------- ----- ---- /s/ William H. Chadwick President, Chief Executive 10/17/97 - ----------------------------- Officer, and Director William H. Chadwick /s/ Thomas J. Pruitt Executive Vice President 10/17/97 - ----------------------------- and Chief Financial Officer Thomas J. Pruitt /s/ Neal E. Robinson Treasurer and Principal 10/17/97 - ----------------------------- Accounting Officer Neal E. Robinson /s/ Thomas J. Amidon Director 10/17/97 - ----------------------------- Thomas J. Amidon /s/ Jacqueline D. Arthur Director 10/17/97 - ----------------------------- Jacqueline D. Arthur /s/ Robert A. Carrara Director 10/17/97 - ----------------------------- Robert A. Carrara /s/ Susan C. Crampton Director 10/17/97 - ----------------------------- Susan C. Crampton /s/ Richard J. Fleming Director 10/17/97 - ----------------------------- Richard J. Fleming /s/ Luther F. Hackett Director 10/17/97 - ----------------------------- Luther F. Hackett /s/ Kathleen Hoisington Director 10/17/97 - ----------------------------- Kathleen Hoisington /s/ Richard M. Narkewicz Director 10/17/97 - ----------------------------- Richard M. Narkewicz /s/ John B. Packard Director 10/17/97 - ----------------------------- John B. Packard /s/ R. Allan Paul Director 10/17/97 - ----------------------------- R. Allan Paul /s/ Angelo P. Pizzagalli Director 10/17/97 - ----------------------------- Angelo P. Pizzagalli /s/ Thomas P. Salmon Director 10/17/97 - ----------------------------- Thomas P. Salmon
EXHIBIT LISTING Exhibit 4 - 1994 Deferred Compensation Plan of Banknorth Group, Inc. and Participating Affiliates (Amended and Restated July 1, 1997). Exhibit 5 - Opinion and consent of Primmer & Piper, P.C. re validity of the shares of Common Stock and associated Common Stock Purchase Rights. Exhibit 15 - Letter of KPMG Peat Marwick LLP re unaudited interim financial information. Exhibit 23 - (i) Consent of KPMG Peat Marwick LLP. (ii) Consent of Primmer & Piper, P.C. (contained in Exhibit 5). EX-4 2 EXHIBIT 4--DEFERRED COMPENSATION PLAN EXHIBIT 4 1994 DEFERRED COMPENSATION PLAN FOR DIRECTORS AND SELECTED EXECUTIVES OF BANKNORTH GROUP, INC. AND PARTICIPATING AFFILIATES (July 1, 1997 Amendment and Restatement) This Deferred Compensation Plan ("Plan") is established for the benefit of the non-employee members of the Boards of Directors and certain selected employees of Banknorth Group, Inc. (sometimes hereinafter the "Corporation") and its subsidiaries that elect to participate, with the corporation for whom such person performs services hereinafter referred to as the "Employer." The Plan is as follows: 1. Purpose. The purpose of the Plan is to provide a foundation for continued growth of the Employer by strengthening its capacity to attract and retain outstanding directors and selected executives in continued service. 2. Definitions. As used in this Plan, the following terms have the following meanings: (a) "Compensation" shall mean all fees, salary or other compensation paid by the Employer to a Participant (including any amount of such compensation which a Participant elects to offer to defer under this Plan, but not including amounts paid as expense reimbursement). (b) "Effective Date" shall mean January 1, 1994, or such later date as a Participant's Election Form becomes effective. (c) "Disabled" or "Disability" shall mean the complete and permanent inability by reason of illness or accident to perform the duties of the principal occupation at which a Participant was employed when such disability commenced. All determinations as to the date and extent of Disability of any Participant shall be made by the Corporation, upon the basis of such evidence as the Corporation deems necessary and desirable. (d) The Employer is a member of the Banknorth Group, Inc. group of affiliated companies, which includes Banknorth Group, Inc., First Massachusetts Bank, First Vermont Bank and Trust Co., Farmington National Bank, Franklin Lamoille Bank, Granite Savings Bank & Trust Co., The Howard Bank, N.A., North American Bank Corporation, Woodstock National Bank, The Stratevest Group, N.A., and Banknorth Mortgage Company and any other corporations that may hereafter become similarly affiliated therewith. "Affiliate" shall mean any member of the Banknorth Group, Inc. group of affiliated companies other than the Employer. (e) The terms "pay," "paid," "payment," and like usage in the content of the payment of benefits under this Plan shall refer to the distribution of common stock of the Corporation when referring to benefit distributions from the Restricted Stock Account, as well as to the payment of cash benefits from the Cash Account. (f) The words "fair market value," when referring to a share of common stock of the Corporation, shall mean either (i) the closing price of one share of common stock of the Corporation as of the date in question or (ii) if the Board of Directors of the Corporation otherwise affirmatively determines, the average of the high and low prices of one share of common stock of the Corporation on the date in question, as reported on a stock exchange or over-the-counter market on which such common stock is traded. (g) All other terms defined elsewhere in this Plan shall have the meanings ascribed thereto and such meanings shall apply throughout this Plan. 3. Participants. Directors of the Employer who are not also employees of the Employer and executive officers of the Employer specifically selected by resolution of the Board of Directors of the Corporation are eligible to participate in the Plan and are referred to herein as "Participant" when such person has filed an Election Form which has been accepted by the Employer or the Corporation. 4. Participant's Election. (a) An election under this Plan may be made only on an election form supplied by the Employer ("Election Form"), which Election Form must be fully completed, dated and executed by the Participant and accepted by the Employer or the Corporation. The Employer or the Corporation may refuse to accept any Election Form filed by any person for any reason whatsoever or for no reason, and election under this Plan shall not be effective and no person shall be entitled to any benefits under this Plan unless and until the Employer or the Corporation shall have accepted the person's Election Form. (b) Any election under this Plan must be made before the Effective Date or before the end of any calendar year thereafter with respect to subsequent calendar years, as the case may be. Elections made on or after the Effective Date or on or after January 1 of any subsequent calendar year shall not be accepted by the Employer for the calendar year in which the election is made. Notwithstanding the provisions of this Paragraph 4(b), newly appointed directors and newly eligible executive officers may also participate in this Plan by completing the Election Form and submitting it to the Employer before any Compensation is earned by the director or officer. (c) A Participant may elect to defer an amount equal to all or any portion of Compensation for the first year and any subsequent calendar year. An Election Form and participation in the Plan shall continue in effect from calendar year to calendar year unless replaced by a subsequent Election Form or unless a Participant indicates in writing his desire to refrain from future participation in the Plan effective on the next January 1. In no event shall such notification have the effect of entitling a Participant in the Plan to receive payment with regard to any elected deferral at any time earlier than the time at which he would have received payment under the relevant Election Form. (d) Any election made under this Plan shall be irrevocable with respect to the period for which it is made. There shall be no requirement to pay to any Participant any deferred compensation until such time as it may be due under this Plan. (e) Any election to defer compensation under this Plan will not reduce benefits payable under any other benefit plan that the Employer may provide for its directors or officers. Such benefits will be calculated as if the election had not been made. 5. Deferred Compensation Accounts. Amounts deferred under this Plan will be credited to one or two bookkeeping accounts (the Cash Account and/or the Restricted Stock Account, as hereinafter defined) for the Participant in accordance with the Participant's election on an Election Form. The Participant's ultimate deferred compensation payments shall be based on the aggregate value of the Cash Account and the aggregate number of Restricted Stock Units accrued in the Restricted Stock Account determined as hereinafter set forth: (a) A Participant may elect that all or any part of amounts deferred be credited to a so-called "Cash Account". All amounts credited to the Cash Account shall be credited with earnings at a rate (adjusted annually) equal to one-half percent (1/2%) above the coupon rate of a one- year U.S. Treasury Bill at the first auction date of the year or such other comparable rate established by the Employer. (For example, if the applicable Treasury bill rate is six percent (6%), the earnings rate hereunder would be six and one-half percent (6-1/2%) for the year in question.) (b) A Participant may elect that all or any part of amounts deferred be credited to a so-called "Restricted Stock Account". All amounts credited to the Restricted Stock Account shall be applied to the crediting of Restricted Stock Units. The number of Restricted Stock Units credited to a Participant's Restricted Stock Account shall equal the dollar amount deferred and credited to such account divided by the fair market value of one share of common stock of the Corporation as determined on a quarter end date selected by the Corporation. Fractional Restricted Stock Units will be used. Each Restricted Stock Unit shall be deemed to pay dividends as if it were one share of common stock of the Corporation and any such deemed dividends will result in the crediting of additional Restricted Stock Units to the Restricted Stock Account as of the next quarter end date selected by the Corporation, with the number of Restricted Stock Units so credited to be calculated in the manner set forth above for deferrals. Such deferral amounts and deemed dividends, which are pending the crediting of Restricted Stock Units, shall not be credited with any earnings. After the crediting of Restricted Stock Units to the Restricted Stock Account, subsequent fluctuations in the fair market value of the common stock of the Corporation shall not effect any change in the number of such Restricted Stock Units then credited to the Restricted Stock Account. (c) In the event of any change in the outstanding shares of Banknorth Group, Inc. common stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares or other similar corporate change, then the Restricted Stock Account and Units of each Participant and the manner of calculating earnings thereon shall be adjusted by the Corporation in a reasonable manner to compensate for the change, and any such adjustment by the Corporation shall be conclusive and binding for all purposes of the Plan. (d) All unpaid balances in a Participant's Cash Account shall, notwithstanding the commencement of payment of deferred compensation with respect to the Participant, continue to be credited with earnings until paid. The balance of the Restricted Stock Units in the Restricted Stock Account shall continue to be credited with dividends and be subject to Paragraph 6(c) above until a payment from such account is made with respect to such Restricted Stock Units in accordance with this Plan. (e) Participants are not permitted to transfer amounts between the Cash Account and the Restricted Stock Account. However, if a successor Election Form is properly filed with and accepted by the Employer, such Election Form may contain revised instructions as to the proportion of future deferred amounts to be credited to each of the Cash Account and the Restricted Stock Account. (f) Notwithstanding any other provision of the Plan or any election of any Participant (i) no Restricted Stock Units shall be credited to the Restricted Stock Account of any Participant for the six (6) month period preceding the Participant's anticipated retirement date (or the first date of deferred compensation payment under any Election Form, if earlier) and during such six (6) month period any amount that the Participant elected for crediting to the Restricted Stock Account and any dividends deemed paid on the Restricted Stock Units in the Restricted Stock Account shall instead be credited to the Cash Account and (ii) in addition, all dividends deemed paid on the Restricted Stock Units in the Restricted Stock Account that would otherwise have been credited to the Restricted Stock Account shall be credited to the Cash Account for the period from and after such date until the date that is the earlier of: (A) the date of the Participant's death, or (B) the later of: (I) The date of the Participant's retirement or termination of duties as a director or executive officer, or (II) The date that is six (6) months after the last date (prior to the Participant's retirement or termination of duties) on which he Participant purchased any equity security (as defined under Section 16 of the Securities Exchange Act of 1934 or the regulations thereunder) of Banknorth Group, Inc., provided that the crediting of Restricted Stock Units under the Plan shall be deemed the purchase of such an equity security. (g) The amendment to this Plan is effective as of July 1, 1997 and changes the manner in which Restricted Stock Units (Phantom Stock Units prior to amendment) are paid or distributed to Participants. Under this Plan prior to amendment, Phantom Stock Units could be converted to cash and placed in the Cash Account at the Participant's election at any time commencing shortly after the Participant ceased service for the Employer. Benefit payments were made only in cash and from the Cash Account. Absent instruction from the Participant the Phantom Stock Units were converted to cash only to the extent necessary to make benefit payments. Under the Plan as amended, payments from the Cash Account and distributions from the Restricted Stock Account are made independently. Distributions from the Restricted Stock Account are made only in Banknorth Group, Inc. common stock. Each Participant, including those currently receiving benefit payments, will be afforded an election period of not less than ten (10) days from the date of mailing a notice of election during which the Participant may elect to have the Participant's Cash Account and Phantom Stock Accounts governed by the Plan provisions as set forth in this July 1, 1997 Amendment and Restatement. After a Participant's making such an election, the Participant's participation and benefits will be governed solely by the Plan as amended and the Participant's Phantom Stock Account(s) will be converted to a Restricted Stock Account(s) on July 1, 1997. The conversion will be effected by dividing the aggregate dollar value of the Participant's Phantom Stock Account as of July 1, 1997 by the fair market value of one share of common stock of the Corporation as of such date and crediting the Restricted Stock Account with a number of Restricted Stock Units equal to such quotient. The Corporation may in its discretion (but shall not be required to) afford, to Participants who do not initially elect to have prior deferrals governed by this July 1, 1997 Amendment and Restatement, subsequent opportunities to so elect. Absent such an election, the Participant's deferrals prior to July 1, 1997 and benefits payable with respect thereto will be governed under the terms of the January 1, 1996 Amendment and Restatement of the Plan; namely, the Participant may elect to have the Phantom Stock Account converted to cash at the Participant's option commencing shortly after the Participant ceases service for the Employer, but the Participant may not receive distributions of Banknorth Group, Inc. common stock from the Plan. This amendment and restatement applies to all electing Participants, including those who are not now deferring compensation under the Plan but who are receiving benefits under the Plan, and to all deferrals by all Participants on and after July 1, 1997 whether or not the Participant makes an election. Notwithstanding Paragraph 4 hereof, because of the mid-year change to the Plan Participants will be afforded an opportunity prior to July 1, 1997, to revise their deferral election prospectively for the period commencing July 1, 1997 through year-end 1997. 6. Benefits. (a) Subject to the provisions of Paragraph 14 below, compensation deferred pursuant to the Plan shall be paid to a Participant, or to his designated Beneficiary in the event of his death, in the manner and at the time provided for below and as specified by the Participant in his Election Form, which is incorporated herein by reference. (b) Notwithstanding the Participant's election, deferred compensation shall not become payable upon the Participant's termination of duties as a director or executive officer of the Employer or upon the Participant's retirement from duties as a director or executive officer of the Employer if directly thereafter the Participant becomes or continues as a director or an employee of an Affiliate of the Employer. In such event the Participant's termination of duties or retirement shall refer to the Employee's service with the successor Affiliate(s). (c) The Participant may elect to receive payments in a lump sum or in annual installments for any fixed period of years not to exceed fifteen (15) years. Payments to Participants from the Cash Account will be made only in cash; payments to Participants from the Restricted Stock Account will be made only in Banknorth Group, Inc. common stock with one share of such common stock being issued for each Restricted Stock Unit in question. The amount of each cash annual installment payment will be determined by dividing the then aggregate value of the Cash Account by the number of installments remaining to be paid. The number of shares of Banknorth Group, Inc. common stock to be distributed will be determined by dividing the then aggregate number of Restricted Stock Units by the number of installments remaining to be paid and rounding up to the nearest whole number of shares (except in the case of the last distribution where a fractional share may be issued). Lump sum payments shall be made and installment payments shall commence as soon as practicable after termination of, or retirement from, duties as a director or officer, another properly elected payment date, the Participant's death, or the Participant's Disability, as the case may be. Because a Participant has the option of choosing varying payment periods and varying ratios of the Cash Account to the Restricted Stock Account in different elections, the Employer may in its discretion, as of the date of an event triggering the payment of deferred compensation amounts, elect either to continue to maintain separate accounting with respect to different elections, or proceed to combine the accounting with respect to different elections by determining, in any reasonable fashion, a payout pattern consistent with the effect of the varying elections; provided, always, that the Cash Account(s) shall not be merged with the Restricted Stock Account(s). Absent an election by a Participant, a Participant's Phantom Stock Account will not be converted to or merged with a Restricted Stock Account. (d) If a Participant dies before all sums due have been paid in full, the balance shall become payable to the Participant's designated Beneficiary or Beneficiaries in a lump sum or in installments on the terms of payment and in the order, as specified by the Participant in his Election Form. If a Participant is receiving installment payments and has elected installment payments for the Beneficiary(ies), installment payments to the Beneficiary(ies) will be a continuation of the payments being made to the Participant. If the Participant has designated no Beneficiary or if no Beneficiary survives so as to receive the first payment under the Plan, the balance shall be paid in a lump sum to the Participant's estate as soon as practicable following the Participant's death. Upon the death of the last surviving Beneficiary (if any Beneficiary has survived so as to receive any payment under the Plan), any balance unpaid under the Terms of the Plan will be paid in a lump sum to such last surviving Beneficiary's estate. 7. Beneficiary Definition. A Participant may designate a Beneficiary ("Beneficiary") to receive, in the event of the Participant's death all amounts which may then and thereafter be payable under the Plan. The Beneficiary shall receive such amounts in accordance with the Participant's election and the circumstances (see Paragraph 6). A Participant may change the designation of Beneficiary at any time or times (without the consent of any prior Beneficiary) by delivering to the Employer a written indication thereof on a form provided by the Employer. So long as any Primary Beneficiary is living no Secondary Beneficiary shall be entitled to any payments hereunder. 8. Discretionary Payments. Notwithstanding anything herein contained to the contrary, the Board of Directors of the Employer shall have the right, in its sole discretion, to accelerate the payments due under this Plan, after the first payment under the Plan has become due pursuant to Paragraph 6 hereof, (a) to a Participant who has become Disabled, or (b) in the event of a financial hardship affecting the personal or family affairs of any Participant hereunder, or (c) in the event of a financial hardship affecting the personal or family affairs of a Beneficiary of a deceased Participant, or (d) in payment of relatively small amounts, or (e) for any other reason the Board of Directors deems appropriate. 9. Nontransferability. No right to payment under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right to payment shall, in any manner, be liable for or subject to the debts, contracts, liabilities or torts of the person entitled thereto. If, at the time when payments are to be made hereunder, the Participant or Beneficiary is indebted to the Employer or any Affiliate of the Employer then any payments remaining to be made hereunder may, at the discretion of the Employer, be reduced by the amount of such indebtedness. An election by the Employer not to reduce such payments shall not constitute a waiver of its or its Affiliate's claim for such indebtedness. 10. Plan Interpretation. The Board of Directors of the Corporation shall have full power and authority to interpret, construe and administer this Plan, and the Board's interpretations and construction thereof, and actions thereunder, shall be binding and conclusive on all persons for all purposes. None of the Corporation, the Employer nor any member of the Board of either shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan unless attributable to the Corporation's, the Employer's or that Board member's own willful misconduct or lack of good faith. The Corporation's determination as to the value of a Restricted Stock Unit as of any particular date shall be binding and conclusive on all persons for all purposes. 11. Nature of Reserves. The Employer or the Corporation may, but shall not be required to set aside funds or purchase insurance contracts or other assets in anticipation of payments to be made under this Plan. Any such reserves or assets shall be usable by the Employer or the Corporation as part of its general funds for any legal purpose whatsoever. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust or escrow of any kind, or a fiduciary relationship between the Employer (or the Corporation) and any Participant, any Beneficiary or any other person. To the extent that any person acquires a right to receive payments from the Employer under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer. 12. Successors and Assigns. This Plan shall be binding upon and inure to the benefit of the Employer, its successors and assigns, and the Participant and his heirs and legal representatives. 13. Applicable Law. This Plan shall be construed in accordance with and governed by the laws of the State of Vermont. 14. Forfeiture. Notwithstanding anything herein contained to the contrary, except as specified in this Paragraph 14 no payment of any then unpaid installments shall be made, and all rights of the Participant and his or her Beneficiary(ies) under this Plan shall be forfeited, if (a) the Participant shall engage in any activity or conduct or shall commit any omission, which in the opinion of the Board of Directors of the Employer is materially adverse to the best interests of the Employer, or (b) after the Participant ceases to be employed by the Employer, he or she shall fail or refuse to provide advice and counsel to the Employer when reasonably requested to do so. In such event, the Participant shall be entitled to receive in installments as provided pursuant to this Plan, but only in the exact dollar amounts deferred (in cash) without accounting for any earnings credited to the Cash Account and without credit for any accretions to or increase or decrease in value in the Restricted Stock Account (i.e., the aggregate dollar amount deferred by the Participant will be paid out to the Participant without increase or decrease for any reason). 15. Alternate Payee. If the Board of Directors of the Employer shall determine that any person to whom any payment is payable under this Plan is unable to care for his affairs because of illness or accident, is a minor, or is otherwise incompetent, any payment due to such person may be paid to a legally appointed guardian. Any such payment shall be a complete discharge of the liability of the Employer to the Participant and any Beneficiary under this Plan. 16. Amendments to the Plan. The Board of Directors of the Corporation may amend the Plan at any time and from time to time, without the consent of the Participants or their Beneficiaries, provided, however, that no amendment shall divest any Participant or Beneficiary of the credits to his accounts. 17. Termination of the Plan. The Board of Directors of the Corporation may terminate the Plan at any time. Upon termination of the Plan, distribution of the credits to a Participant's accounts shall be made in the manner and at the time heretofore prescribed; provided that no additional credits shall be made to the accounts of a Participant following termination of the Plan other than interest or other accretions thereon credited pursuant to Paragraph 5. 18. Transfer Between Plans. If a Participant hereunder should become a director or employee of an Affiliate of the Employer, all obligations from the Employer to the Participant under this Plan may, in the sole discretion of the Employer and the Affiliate, be assumed by the Affiliate, and in such event the Employer shall have no further obligation to the Participant under this Plan and the Affiliate will bound to provide benefits to the Participant under this Plan in accordance with the Participant's then relevant election form(s) accepted by the Employer or the Affiliate, as the case may be. As a condition to participation in the Plan, the Participant agrees that any Affiliate that assumes obligations to the Participant under the Plan shall thereafter have all of the rights that the Employer has or had under the Plan. IN WITNESS WHEREOF, the Corporation has caused this Plan as Amended and Restated to be executed by its duly authorized officer and adopted to be effective as of the 1st day of July, 1997. BANKNORTH GROUP, INC. BY: Its Duly Authorized Officer Attest: Secretary EX-5 3 EXHIBIT 5--OPINION OF PRIMER & PIPER EXHIBIT 5 October 16, 1997 Banknorth Group, Inc. 300 Financial Plaza Burlington, VT 05401 Re: Registration Statement on Form S-8 1994 Deferred Compensation Plan for Directors and Selected Executives of Banknorth Group, Inc. and Participating Affiliates (July 1, 1997 Amendment and Restatement) Gentlemen: Reference is made to a Registration Statement of Banknorth Group, Inc. (the "Company") on Form S-8 (the "Registration Statement"), to be filed by the Company on or about October 21, 1997 with the Securities and Exchange Commission, with respect to the proposed issuance and sale pursuant to the 1994 Deferred Compensation Plan for Directors and Selected Executives of Banknorth Group, Inc. and Participating Affiliates (July 1, 1997 Amendment and Restatement)(the "Plan") of up to 600,000 shares of the Company's Common Stock, $1.00 par value per share ("Common Stock"), together with associated common share purchase rights issued under the terms of a Rights Agreement dated as of November 27, 1990 between the Company and Mellon Securities Trust Company, as Rights Agent, as amended ("Rights"). We have reviewed applicable provisions of law and have examined such documents and records and have made inquiries of the officers and directors of the Company as we considered necessary or appropriate for purposes of this opinion. Based on the foregoing, we are of the opinion that the shares of Common Stock and associated Rights to be issued by the Company pursuant to the Plan, have been duly authorized for issuance pursuant to the Plan and when issued and delivered in accordance with the terms of the Plan, such Common Stock and associated Rights will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, PRIMMER & PIPER, P.C. /s/ Primmer & Piper, P.C. - ----------------------------- EX-15 4 EXHIBIT 15--LETTER OF KPMG PEAT MARWICK EXHIBIT 15 The Board of Directors Banknorth Group, Inc. Re: Registration Statement on Form S-8 for the 1994 Deferred Compensation Plan for Directors and Selected Executives of Banknorth Group, Inc. and Participating Affiliates (Amended and Restated July 1, 1997). With respect to the subject registration statement on Form S-8, we acknowledge our awareness of the use therein of our reports dated April 25, 1997 and July 25, 1997 related to our reviews of consolidated interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not considered part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. /s/ KPMG Peat Marwick LLP Albany, New York October 16, 1997 EX-23 5 EXHIBIT 23(I)--CONSENT OF KPMG PEAT MARWICK EXHIBIT 23(i) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors Banknorth Group, Inc. We consent to incorporation by reference in the Registration Statement on Form S-8 for the 1994 Deferred Compensation Plan for Directors and Selected Executives of Banknorth Group, Inc. and Participating Affiliates (Amended and Restated July 1, 1997) of our report dated January 24, 1997, relating to the consolidated balance sheets of Banknorth Group, Inc. and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996 Annual Report on Form 10-K, as amended by Form 10-K/A, of Banknorth Group, Inc. Our report refers to the adoption of the provisions of Statement of Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights," Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan," Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan- Income Recognition and Disclosures," and Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." /s/ KPMG Peat Marwick LLP Albany, New York October 16, 1997 -----END PRIVACY-ENHANCED MESSAGE-----