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EXHIBIT 10(h)
FORM OF
SUPPLEMENTAL RETIREMENT AGREEMENT BETWEEN
THE COMPANY AND EACH OF R. SCOTT BACON,
CAROL L. MITCHELL AND WENDY SUEHRSTEDT
THIS AGREEMENT made as of this first day of January 1998 by and between
Peoples Heritage Financial Group, Inc. ("PHFG"), and ___________________________
(the "Executive"). (PHFG and its subsidiaries and affiliates are hereinafter
collectively referred to as the "Group").
WITNESSETH:
WHEREAS, in order to induce the Executive to continue in the employ of the
Group and in recognition of the Executive's past service, PHFG desires to enter
into a Supplemental Retirement Agreement to provide the Executive or the
Executive's beneficiaries the benefits described herein;
NOW, THEREFORE, PHFG provides as follows:
ARTICLE ONE
1.01 ADMINISTRATOR. This Agreement shall be administered by the PHFG's
Board of Directors (the "Board") or a committee thereof (the Board or such
committee administering the Agreement is hereinafter referred to as the
"Administrator"). The Administrator shall have full discretion to interpret the
Agreement, shall prescribe, amend and rescind rules relating to it from time to
time, and shall take any other action necessary for the administration of the
Agreement.
ARTICLE TWO
2.01 RETIREMENT BENEFITS.
(a) GENERAL. The Executive shall be entitled to a supplemental pension
(the "SRA") in an amount equal to the excess, if any, of:
(i) the benefit to which the Executive would be entitled under the
Peoples Heritage Financial Group, Inc. Retirement Plan (the "Pension Plan")
stated in the form described in the first sentence of Section 3.2 of the Pension
Plan (the "Normal Benefit") and commencing on the Executive's "Normal Retirement
Date" as defined in the Pension Plan (the "NRD"), computed without regard to
those provisions of the Pension Plan implementing the restrictions or
limitations imposed by the provisions of Section 1.16 of the
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Pension Plan following the first paragraph thereof or any other Pension Plan
provision implementing the limitations set forth in Section 401(a)(17) of the
Internal Revenue Code of 1986, as amended (the "Code"), and without regard to
Section 3.10 of the Pension Plan or any other Pension Plan provision
implementing the limitations set forth in Section 415 of the Code (the
"Hypothetical Unrestricted Benefit"); over
(ii) the amount of the actual Normal Benefit payable commencing on the
NRD under the Pension Plan.
(b) CHANGE IN CONTROL. In the event of a Change in Control of PHFG, as
defined in the Peoples Heritage Financial Group, Inc. Change in Control
Protection Plan, the Hypothetical Unrestricted Benefit shall be calculated under
Section 2.01(a) assuming the Plan provided a fully vested benefit at all times
(i.e., without any reduction in respect of amounts which might otherwise be
forfeited by the Participant under the terms of the Pension Plan.)
2.02 PAYMENT OF BENEFIT. Unless otherwise elected as described in this
Section 2.02, the SRA shall be paid in the form of a Normal Benefit commencing
on the Executive's NRD. The Executive may elect to receive the SRA in any of the
forms of benefit available under the Pension Plan (including any early
retirement benefit to which the Executive is entitled under the Pension Plan),
in which case the amount of payments under such alternate form shall be
determined in accordance with the provisions of the Pension Plan controlling the
determination of the amount of payments under such form under the Pension Plan.
Any election of an alternate form of benefit shall be made in the manner
determined by the Administrator.
2.03 BENEFICIARY. In the event of the Executive's death, payment of amounts
otherwise due hereunder shall be made to the Executive's Beneficiary, as defined
below, and in such case all references to the Executive shall, where applicable,
apply to the Beneficiary. The "Beneficiary" shall be the person entitled to
receive benefits following the Executive's death as provided under the Pension
Plan, if applicable. If no Beneficiary is designated, the designation is
ineffective, or the Beneficiary dies before the entire amount of the SRA is
paid, the balance shall be paid to the Executive's estate.
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ARTICLE THREE
3.01 ALIENABILITY. Neither the Executive, nor any beneficiary under this
Agreement shall have any power or right to transfer, assign, anticipate,
hypothecate, mortgage, commute, modify, or otherwise encumber in advance any of
the benefits payable hereunder, nor shall any of said benefits be subject to
seizure for the payment of any debts, judgments, alimony or separate
maintenance, owed by the Executive or the Executive's beneficiary or any of
them, or be transferable by operation of law in the event of bankruptcy, or
otherwise.
ARTICLE FOUR
4.01 PARTICIPATION IN OTHER PLANS. Nothing contained in this Agreement
shall be construed to alter, abridge, or in any manner affect the rights and
privileges of the Executive to participate in and be covered by any pension,
profit-sharing, group insurance, bonus or any other employee plan or plans which
any member of the Group may have or hereafter have.
ARTICLE FIVE
5.01 FUNDING. PHFG reserves the absolute right at its sole and exclusive
discretion to insure or otherwise provide for the obligations under this
Agreement or to refrain from same, and to determine the extent, nature and
method thereof, including the establishment of one or more trusts. Should PHFG
elect to insure this Agreement, in whole or in part, through the medium of
insurance or annuities, or both, PHFG, or a designated member of the Group shall
be the owner and beneficiary of each such policy or annuity. At no time shall
the Executive be deemed to have any right, title or interest in or to any
specified asset or assets of the trust or escrow arrangement, including, but not
by way of restriction, any insurance or annuity or contracts or the proceeds
therefrom.
5.02 NO TRUST. Nothing contained in this Agreement and no action taken
pursuant to the provisions of this Agreement shall create or be construed to
create a trust of any kind or a fiduciary relationship between any member of the
Group and the Executive, the Beneficiary or any other person.
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ARTICLE SIX
6.01 REORGANIZATION. PHFG shall not merge or consolidate into or with
another corporation, or reorganize, or sell substantially all of its assets to
another corporation, firm, or person unless and until such succeeding or
continuing corporation, firm or person agrees to assume and discharge the
obligations of PHFG and the Group under this Agreement. Upon the occurrence of
such event, the term "PHFG" as used in this Agreement shall be deemed to refer
to such successor, assignee, or survivor corporation firm or person.
ARTICLE SEVEN
7.01 BENEFITS AND BURDENS. This Agreement shall be binding upon and inure
to the benefit of the Executive and the Executive's personal representatives,
and PHFG, and any successor organization which shall succeed to substantially
all of its assets and business without regard to the form of such succession.
ARTICLE EIGHT
8.01 COMMUNICATIONS. Any notice or communication required of either party
with respect to this Agreement shall be made in writing and may either be
delivered personally or sent by first class mail, as the case may be:
To PHFG:
Peoples Heritage Financial Group, Inc.
One Portland Square
Portland, ME 04112
Attn: Director of Human Resources
To the Executive:
Each party shall have the right by written notice to change the place to which
any notice may be addressed.
ARTICLE NINE
9.01 CLAIMS PROCEDURE. In the event that benefits under this Agreement are
not paid to the Executive (or the Executive's Beneficiary or personal
representative in the case
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of the Executive's death), and such person feels entitled to receive them, a
claim shall be made in writing to the Administrator within sixty (60) days after
written notice from the Administrator to the Executive or the Executive's
beneficiary or personal representative that payments are not being made or are
not to be made under this Agreement. Such claim shall be reviewed by the
Administrator. If the claim is approved or denied, in full or in part, within
sixty (60) days of receipt of the written claim the Administrator shall provide
a written notice of approval or denial setting forth the specific reason for
denial, specific reference to the provision of this Agreement upon which the
denial is based, and any additional material or information necessary to perfect
the claim, if any. Also, such written notice shall indicate the steps to be
taken if a review of the denial is desired. A claim shall be deemed denied if
the Administrator does not take action within the aforesaid sixty (60) day
period. If a claim is denied and a review is desired, the Executive or the
Executive's beneficiary or personal representative shall notify the
Administrator in writing within the earlier of 120 days after filing the claim
or 60 days following receipt of the notice of denial. In requesting a review of
the denial, the Executive or the Executive's beneficiary or personal
representative may review this Agreement or any document relating to it and
submit any written issues and comments he or she may feel appropriate. In its
sole discretion, the Administrator shall then review the claim and provide a
written decision within sixty (60) days. This decision likewise shall state the
specific reasons for the decision and shall include reference to specific
provisions of this Agreement on which the decision is based. Any decision of the
Administrator shall not preclude further action by the Executive, the
Executive's beneficiary or personal representative.
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ARTICLE TEN
10.01 ENTIRE AGREEMENT; MODIFICATION. This instrument contains the entire
agreement of the parties hereto and there are no agreements or representations
which are not set forth herein. This instrument may be altered or amended only
by written agreement signed by the parties hereto.
10.02 GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Maine.
10.03 SEVERABILITY. The provisions of this Agreement are severable and the
invalidity of any provision shall not affect the validity of any other
provision.
10.04 EMPLOYMENT. Notwithstanding anything contained herein, this Agreement
is not an agreement of employment. Nothing herein shall restrict any member of
the Group concerning other terms and conditions of the Executive's employment.
The benefits provided by this Agreement are not part of any salary reduction
plan or an arrangement deferring a bonus or a salary increase.
IN WITNESS WHEREOF, PHFG and the Executive have caused this Agreement to be
executed as of the date and year first above written.
PEOPLES HERITAGE FINANCIAL
GROUP, INC.
By:
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Witness William J. Ryan
President and Chief Executive Officer
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Witness
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