AMENDED AND
RESTATED
BANKNORTH GROUP,
INC.
1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
ARTICLE
I. Purposes. The purposes of this Amended and Restated
Banknorth 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 and advisory
Directors of Banknorth 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 and advisory 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, as well
as each non-employee advisory Director of the Company or a
participating 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 or advisory directors of the Company
or a participating Subsidiary ("Optionees") shall be vested and
exercisable according to the terms of Article V below.
ARTICLE
V. Option Terms
5.1 Option Agreement. The Plan Administrator shall promptly notify
each Optionee of each Option granted to the Optionee. 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 or an advisory 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 (i) the Termination Date of the Option
or (ii) the first anniversary of the day the Optionee ceases to be
a Director or an advisory Director of the Company or a
participating Subsidiary, or such date determined by the Plan
Administrator and set forth in the Agreement.
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.
