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Exhibit 10(o)(5)
FOURTH AMENDMENT TO THE
PEOPLES HERITAGE FINANCIAL GROUP, INC.
THRIFT INCENTIVE PLAN
The Peoples Heritage Financial Group, Inc. Thrift Incentive Plan (the
"Plan") was last amended and restated effective generally January 1, 1996, and
subsequently amended by a First Amendment, a Second Amendment, and a Third
Amendment effective as of the dates set forth in the respective amendments, and
shall be further amended as set forth herein.
1. The terms used in this Fourth Amendment shall have the meanings set
forth in the Plan unless the context indicates otherwise.
2. Section 8.5(c)(i) shall be amended to read in its entirety as
follows:
"(i) A Participant's benefits shall be distributed
commencing not later than the required beginning date or shall be
distributed, beginning not later than the required beginning date, over
a period not extending beyond the life expectancy of such Participant
or the life expectancy of the Participant and the joint annuitant of
the Participant. For purposes of this Paragraph (c), the "required
beginning date" means the following, effective January 1, 1998:
"(A) For a Participant who attains
age seventy and one half (70 1/2) before January 1,
1999, April 1 of the calendar year following the
calendar year in which the Participant attains age
seventy and one half (70 1/2).
"(B) For a Participant who attains
age seventy and one half (70 1/2) after December 31,
1998, April 1 of the calendar year following the
later of (1) the calendar year in which the
Participant attains age seventy and one half
(70 1/2), or (2) the calendar year in which the
Participant retires; provided that this clause
(2) shall not apply in the case of a Participant who
is a five percent (5%) owner (within the meaning of
Section 416(i) of the Code) with respect to the Plan
Year ending in the calendar year in which the
Participant attains age seventy and one half
(70 1/2); and provided further that in the case of a
Participant to whom this clause (2) applies and who
retires in a calendar year after the calendar year in
which he or she attains age seventy and one half
(70 1/2), the Participant's Accrued Benefit shall be
actuarially increased, in the manner prescribed by
the Secretary of the Treasury, to take into account
the period after age seventy and one half (70 1/2) in
which the Participant was not receiving any benefits
under the Plan."
3. Section 14.5 shall be amended by adding the following sentence at
the end thereof:
"Effective January 1, 1998, the "required beginning date" for any
distribution under this Section shall be determined under Section
8.5(c)(i)."
4. Appendix A shall be amended to read in its entirety as follows:
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"PEOPLES HERITAGE FINANCIAL GROUP, INC.
THRIFT INCENTIVE PLAN
APPENDIX A
"Each of the following Schedules sets forth certain benefits,
rights, and features under Predecessor Plans that remain in effect
solely with respect to a Participant's Predecessor Plan Account in
accordance with Article XIV of the Plan, and, to the extent applicable
with respect to any Predecessor Plan Participant, for purposes of
Section 14.6 of the Plan.
SCHEDULE PREDECESSOR PLAN PLAN AFFILIATION DATE
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1 Mid Maine Savings Bank, FSB 401(k) Savings Plan January 1, 1996
2 Bank of New Hampshire Corporation Tax Deferred Savings July 1, 1996
& Investment Plan
3 SBERA 401(k) Plan As Adopted By Family Mutual Savings April 1, 1997
Bank
4 Atlantic Bank 401(k) Profit Sharing Plan December 1, 1997
5 Concord Savings Bank 401(k) Plan November 1, 1998
6 CFX Corporation 401(k) Plan December 15, 1998
"SCHEDULE NO. 1
RELATING TO THE
MID MAINE SAVINGS BANK, FSB 401(K) SAVINGS PLAN
"The Mid Maine Savings Bank, FSB 401(k) Savings Plan (the "Mid
Maine Plan") was merged into the Plan effective January 1, 1996. The
provisions of the Mid Maine Plan remaining in effect under Article XIV
of this Plan with respect to the Predecessor Plan Account of a
participant in the Mid Maine Plan on December 31, 1995, shall be as set
forth in the Mid Maine Plan as in effect on such date, which is
incorporated by reference herein; except that Section 8.5(c) of this
Plan shall apply to the determination of the required beginning date
for distribution of the Predecessor Plan Account for any Participant
who attains age seventy and one half (70 1/2) after December 31, 1998.
"SCHEDULE NO. 2
RELATING TO THE BANK OF NEW HAMPSHIRE CORPORATION
TAX DEFERRED SAVINGS & INVESTMENT PLAN
"The Bank of New Hampshire Corporation Tax Deferred Savings &
Investment Plan (the "Bank of New Hampshire Plan") was merged into the
Plan effective July 1, 1996. The provisions of the Bank of New
Hampshire Plan remaining in effect under Article XIV of this Plan with
respect to the Predecessor Plan Account of a participant in the Bank of
New Hampshire Plan on June 30, 1996, shall be as set forth in the Bank
of New Hampshire Plan as in effect on such date, which is incorporated
by reference herein; except that Section 8.5(c) of this Plan shall
apply to the determination of the required beginning date for
distribution of the Predecessor Plan Account for any Participant who
attains age seventy and one half (70 1/2) after December 31, 1998.
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"SCHEDULE NO. 3
RELATING TO THE SBERA 401(K) PLAN
AS ADOPTED BY FAMILY MUTUAL SAVINGS BANK
"The SBERA 401(k) Plan as Adopted By Family Mutual Savings
Bank (the "Family Bank Plan") was merged into the Plan effective April
1, 1997. The provisions of the Family Bank Plan remaining in effect
under Article XIV of this Plan with respect to the Predecessor Plan
Account of a participant in the Family Bank Plan on March 31, 1997,
shall be as set forth in the Family Bank Plan as in effect on such
date, which is incorporated by reference herein; except that Section
8.5(c) of this Plan shall apply to the determination of the required
beginning date for distribution of the Predecessor Plan Account for any
Participant who attains age seventy and one half (70 1/2) after
December 31, 1998.
"SCHEDULE NO. 4
RELATING TO THE ATLANTIC BANK 401(K) PROFIT SHARING PLAN
"The Atlantic Bank 401(k) Profit Sharing Plan (the "Atlantic
Bank Plan") shall be merged into the Plan effective December 1, 1997.
The provisions of the Atlantic Bank Plan remaining in effect under this
Plan with respect to the Predecessor Plan Account of a participant in
the Atlantic Bank Plan on November 30, 1997, shall be as set forth in
the Atlantic Bank Plan as in effect on such date, which is incorporated
by reference herein; except that Section 8.5(c) of this Plan shall
apply to the determination of the required beginning date for
distribution of the Predecessor Plan Account for any Participant who
attains age seventy and one half (70 1/2) after December 31, 1998.
"SCHEDULE NO. 5
RELATING TO THE CONCORD SAVINGS BANK 401(K) PLAN
"The Concord Savings Bank 401(k) Plan (the "Concord Plan")
shall be merged into the Plan effective November 1, 1998. The
provisions of the Concord Plan remaining in effect under this Plan with
respect to the Predecessor Plan Account of a participant in the Concord
Plan on October 31, 1998, shall be as set forth in the Concord Plan as
in effect on such date, which is incorporated by reference herein;
except that Section 8.5(c) of this Plan shall apply to the
determination of the required beginning date for distribution of the
Predecessor Plan Account for any Participant who attains age seventy
and one half (70 1/2) after December 31, 1998.
"SCHEDULE NO. 6
RELATING TO THE CFX CORPORATION 401(K) PLAN
"The CFX Corporation 401(k) Plan (the "CFX Plan") shall be
merged into the Plan effective December 15, 1998. The provisions of the
CFX Plan remaining in effect under this Plan with respect to the
Predecessor Plan Account of a participant in the CFX Plan on December
14, 1998, shall be as set forth in the CFX Plan as in effect on such
date, which is incorporated by reference herein; except that Section
8.5(c) of this Plan shall apply to the determination of the required
beginning date for distribution of the Predecessor Plan Account for any
Participant who attains age seventy and one half (70 1/2) after
December 31, 1998."
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5. This Fourth Amendment shall be generally effective January 1, 1998,
except that provisions relating to the merger of the Concord Plan into the Plan
shall be effective November 1, 1998, and provisions relating to the merger of
the CFX Plan into the Plan shall be effective December 15, 1998.
IN WITNESS WHEREOF, to record the adoption of this Fourth Amendment as
of the effective dates stated herein, Peoples Heritage Financial Group, Inc. has
caused this instrument to be executed by its duly authorized officer this 7th
day of December, 1998.
PEOPLES HERITAGE FINANCIAL GROUP, INC.
By /s/ Susan G. Shorey
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Its Vice President
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