Banknorth Group Inc/ME · 10-K · For 12/31/95 · EX-10.(R)3

Filed On 3/29/96   ·   SEC File 0-16947   ·   Accession Number 950135-96-1574

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Peoples Heritage Financial Group, Inc.                47    239K 
 2: EX-10.(A)   William J. Ryan Severance Agreement                   19     57K 
 3: EX-10.(B)   Peter J. Verrill Severance Agreement                  20     61K 
 4: EX-10.(E)   Employment Agreement of John E. Menaro                20     90K 
 5: EX-10.(J)   Supplemental Retirement Agreement                     11     35K 
 6: EX-10.(Q)2  First Amendment to Thrift Incentive Plan              18     72K 
 7: EX-10.(Q)3  Second Amendment to Thrift Incentive Plan              8     37K 
 8: EX-10.(R)2  First Amendment to Profit Sharing Employee Stock       6     25K 
 9: EX-10.(R)3  Second Amendment to Profit Sharing Employee Stock      2     13K 
10: EX-13       Annual Report                                         83±   405K 
11: EX-21       Subsidiaries of the Company                            1      6K 
12: EX-23       Consent of Kpmg Peat Marwick                           1      7K 
13: EX-27       Financial Data Schedule                                2±    11K 

EX-10.(R)3   ·   Second Amendment to Profit Sharing Employee Stock

EX-10.(R)3
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                                                                EXHIBIT 10(r)(3)

SECOND AMENDMENT
TO THE
PEOPLES HERITAGE FINANCIAL GROUP, INC.
PROFIT-SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

The Peoples Heritage Financial Group, Inc. Profit-Sharing and Employee
Stock Ownership Plan ("Plan") was last amended and restated effective generally 
January 1, 1989. The Plan was thereafter amended effective the same date, and is
hereby further amended in the following respects:                               

    xiv. The terms used in this Amendment shall have the meanings set forth in
the Plan, unless the context indicates otherwise.                               

  xv.  Section 1.41 is hereby amended by adding a new paragraph at the end
thereof to read as follows:                                                     

       "All Years of Service with Mid Maine Savings Bank, FSB prior to the
date on which such bank was acquired by the Company, and all Years of 
 Service with North Conway Bank prior to the date on which such bank was
    acquired by the Company, shall be recognized for participation and vesting
purposes under this Plan."                                            

 xvi. Article 2 is hereby amended by adding a new Section 2.5 to read as
follows:                                                                        

    "2.5 Special Participation Rules. Effective August 1, 1994, each
Employee who was previously employed by Mid Maine Savings Bank, FSB,  
immediately prior to the date on which such bank was acquired by the  
  Company, shall be eligible to participate in the Plan as of the later of
     August 1, 1994, or the first day of the Calendar Quarter coincident with or
 next following completion of a Year of Service. Effective July 1, 1995,
     each Employee who was previously employed by North Conway Bank, immediately
    prior to the date on which such bank was acquired by the Company, shall be
     eligible to participate in the Plan as of the later of July 1, 1995, or the
first day of the Calendar Quarter coincident with or next following   
 completion of a Year of Service. For purposes of determining whether an
 Employee described in this Section has completed a Year of Service, his
 service with Mid Maine Savings Bank or North Conway Bank shall be taken
into account."                                                        

    xvii. Section 6.4(b) is hereby amended to read as follows, effective as of
the adoption date of this Second Amendment:                                     

         "(b) Any distribution to a Participant who has a Vested Interest that
              exceeds $3,500, or that exceeded $3,500 at the time of any prior
               distribution, shall require such Participant's written consent if
              such distribution commences prior to Normal Retirement Age. With
regard to such consent:                           

EX-10.(R)3
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             (1)  The Participant shall receive the written notice described
              in Treasury Regulation 1.411(a)-11(c)(2)(i), including
                   notice of his right to defer payment of benefits under this
                 Article, no less than thirty days and no more than ninety
                  days before the date on which such distribution is paid or
                   commences to be paid. If a Participant declines or fails to
              consent, it shall be deemed to be an election to defer
                payment of such benefits. However, any election to defer
                   payment shall not apply with respect to distributions which
are required under Section 6.4(d).      

      (2)  Notwithstanding the foregoing to the contrary, if a
                   Participant, after receiving written notice under Paragraph
             (b)(1), affirmatively elects a distribution, then the
                distribution may be paid or may commence to be paid less
                    than thirty days after the date such written explanation was
                given, provided the Plan Administrator has informed such
               Participant, in writing, of his right to a period of at
               least thirty days to consider whether to consent to the
distribution.                           

xviii. Except as otherwise provided herein, this Amendment shall be   
effective January 1, 1995.                                                      

    IN WITNESS WHEREOF, Peoples Heritage Financial Group, Inc. has caused this
Amendment to be executed by its duly authorized officer on this 24th day of     
October 1995.                                                                   

                                          PEOPLES HERITAGE FINANCIAL GROUP, INC.

                   By    /s/ Carol L. Mitchell
                                    --------------------------------
                            Name:  Carol L. Mitchell
                                    Title: Senior Vice President and
                                 General Counsel

 2

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		8/1/94		1
		1/1/95		2
		7/1/95		1
For The Period Ended		12/31/95
Filed On / Filed As Of		3/29/96
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