BANKNORTH GROUP INC/ME
EX-10.(K) 1995 STOCK OPTION PLAN
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<DESCRIPTION>EX-10.(K) 1995 STOCK OPTION PLAN
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<P align="right"><FONT size="2">Exhibit&nbsp;10(k)</FONT>

<P align="center"><FONT size="2"><B>AMENDED AND RESTATED<BR>
BANKNORTH GROUP, INC.<BR>
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS</B>
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<P align="center"><FONT size="2"><B><U>ARTICLE I - PURPOSES</U></B>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purposes of this Amended and Restated Banknorth Group, Inc. 1995 Stock
Option Plan for Non-Employee Directors (the &#147;Plan&#148;) are to attract and retain
the services of experienced and knowledgeable non-employee Directors and
advisory Directors of Banknorth Group, Inc. (the &#147;Company&#148;) and each subsidiary
of the Company as may be designated by the Board of Directors of the Company
(the &#147;Board&#148;) or a duly authorized committee thereof to participate in the Plan
(each a &#147;Subsidiary&#148; and collectively, the &#147;Subsidiaries&#148;) 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&#146;s long-term success and progress.
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<P align="center"><FONT size="2"><B><U>ARTICLE II - SHARES SUBJECT TO THE PLAN</U></B>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to adjustment in accordance with Article&nbsp;VI hereof, the total
number of shares of the Company&#146;s Common Stock, $.01 par value per share (the
&#147;Common Stock&#148;), which may be issued upon exercise of options which may be
granted hereunder is 1,060,000 (the &#147;Shares&#148;). The Shares issued upon exercise
of options granted hereunder (each on &#147;Option&#148; and collectively, &#147;Options&#148;)
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.
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<P align="center"><FONT size="2"><B><U>ARTICLE III - ADMINISTRATION OF THE PLAN</U></B>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The administrator of this Plan (the &#147;Plan Administrator&#148;) shall be the
Board or a duly authorized committee thereof consisting solely of two or more
Non-Employee Directors, as defined in Rule&nbsp;16b-3 under the Securities Exchange
Act of 1934, as amended (the &#147;Exchange Act&#148;). 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&nbsp;IX of
this Plan.
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<P align="center"><FONT size="2"><B><U>ARTICLE IV - OPTION GRANTS</U></B>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 (&#147;Optionees&#148;) shall be
vested and exercisable according to the terms of Article&nbsp;V below.
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<P align="center"><FONT size="2"><B><U>ARTICLE V - OPTION TERMS</U></B>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.1
Option Agreement.</B> 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 &#147;Agreement&#148;) 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.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.2
Option Exercise Price.</B> 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, &#147;fair market value&#148; 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&#146;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.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.3
Term of Options.</B> Each Option shall have a term which extends from the
date of grant through the tenth anniversary of the date of grant (the
&#147;Termination Date&#148;), 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)&nbsp;the Termination Date of the Option or
(ii)&nbsp;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.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.4
Exercisability of Option.</B> 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&nbsp;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
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<P align="left"><FONT size="2">Optionee, provided, however, that only whole Shares shall be issued pursuant to
the exercise of an Option.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.5
Manner of Exercise.</B> An Option shall be exercised by giving written
notice, signed by the person exercising the Option, to the Company stating the
number of Shares with respect to which the Option is being exercised,
accompanied by payment in full for such Shares, which payment may be in whole
or in part (i)&nbsp;in cash or by check or (ii)&nbsp;by delivery of a properly executed
exercise notice, together with irrevocable instructions to a broker directing
the broker to sell the Shares and then to properly deliver to the Company the
amount of sale or loan proceeds to pay the exercise price, all in accordance
with applicable laws and regulations.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.6
Transferability.</B> Except as may be approved by the Plan Administrator,
an Option shall not be sold, transferred, assigned, pledged, hypothecated,
attached, executed upon or otherwise disposed of in whole or in part in any way
other than by will or the laws of descent and distribution or as specifically
provided herein. The transfer by an Optionee to a trust created by the
Optionee for the benefit of the Optionee or the Optionee&#146;s family which is
revocable at any and all times during the Optionee&#146;s lifetime by the Optionee
and as to which the Optionee is the sole trustee during his or her lifetime
will not be deemed to be a transfer for purposes of the Plan. Under such rules
and regulations as the Plan Administrator may establish pursuant to the terms
of the Plan, a beneficiary may be designated with respect to an Option in the
event of the death of an Optionee. If the estate of the Optionee is the
beneficiary with respect to an Option, any rights with respect to such Option
may be transferred to the person or persons or entity (including a trust)
entitled thereto under the will of such Optionee or pursuant to the laws of
descent and distribution.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.7
No Special Rights.</B> The Optionee or the Optionee&#146;s
successor-in-interest shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of an Option unless and until a
certificate representing such Shares is duly issued and delivered to the
Optionee. No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.8
Limitation as to Directorship.</B> Neither this Plan, the granting of an
Option hereunder nor any other action taken pursuant hereto shall constitute or
be evidence of any agreement or understanding, express or implied, that an
Optionee has a right to continue as a Director or an advisory Director of the
Company or a Subsidiary of the Company for any period of time.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.9
Compliance with Laws and Regulations.</B> All Options granted hereunder
shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as may
be required. The Company shall not be required to issue any certificates for
any Shares upon the exercise of an Option granted under this Plan, or record as
a holder of record of Shares the name of the individual exercising an Option
under this Plan, prior to completion of any registration or qualification or
obtaining of consents or approvals with respect to such shares under any
federal or state law or any rule or regulation of any governmental or
regulatory body, which the Company shall, in its sole discretion, determine
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<P align="left"><FONT size="2">to be necessary or advisable. Moreover, no Option may be exercised if such
exercise or issuance would be contrary to applicable laws and regulations.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.10
Withholding of Taxes.</B> The Company may make such provisions as it
deems appropriate for the withholding by the Company pursuant to federal or
state income tax laws of such amounts as the Company determines it is required
to withhold in connection with any Option. The Company may require an Optionee
to satisfy any relevant tax requirements before authorizing any issuance of
Shares to such Optionee or payment of any other benefit hereunder to such
Optionee. Any such settlement shall be made in the form of cash, check or such
other form of consideration as is satisfactory to the Board of Directors,
including without limitation Shares acquired upon exercise of an Option.
</FONT>
<P align="center"><FONT size="2"><B><U>ARTICLE VI - CAPITAL ADJUSTMENTS</U></B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that the Plan Administrator determines that any dividend or
other distribution (whether in the form of cash, Shares, other securities or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Plan Administrator to be appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under this Plan, then the Plan Administrator
shall, in such manner as it may deem equitable, adjust any or all of the
aggregate number and class of Shares for which Options may be granted under
this Plan, the number and class of Shares covered by each outstanding Option
under this Plan and the exercise price per Share of each such outstanding
Option. In the event of any adjustment in the number of Shares covered by any
Option, any fractional Shares resulting from such adjustment shall be
disregarded and each such Option shall cover only the number of full Shares
resulting from such adjustment.
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<P align="center"><FONT size="2"><B><U>ARTICLE VII - EXPENSES OF THE PLAN</U></B>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All costs and expenses related to the adoption and administration of this
Plan shall be borne by the Company and none of such expenses shall be charged
to any Optionee.
</FONT>
<P align="center"><FONT size="2"><B><U>ARTICLE VIII - EFFECTIVE DATE AND DURATION OF THE PLAN</U></B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Plan initially became effective upon adoption by the Board and
stockholders of the Company in 1995. Amendments to this Plan increasing the
total number of shares of Common Stock which may be issued upon exercise of
Options granted hereunder became effective upon adoption by the Board on
January&nbsp;28, 1997 and on February&nbsp;22, 2000, and were thereafter ratified by the
stockholders of the Company. Amendments to this Plan to authorize the grant of
options to advisory Directors and to reflect the change in the name of the
Company to
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<P align="left"><FONT size="2">&#147;Banknorth Group, Inc.&#148; became effective upon adoption by the Board on
September&nbsp;19, 2001 and amendments to this Plan to change the provisions of
Section&nbsp;5.3 became effective on December&nbsp;16, 2003. This Plan shall continue in
effect until it is terminated by action of the Board.
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<P align="center"><FONT size="2"><B><U>ARTICLE IX - TERMINATION AND AMENDMENT OF THE PLAN</U></B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to any approval of the Company&#146;s stockholders required under
applicable law, the Board may amend, terminate or suspend this Plan at any
time, in its sole and absolute discretion, provided that no such action shall
adversely affect any then-outstanding Options.
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<P align="center"><FONT size="2"><B>ARTICLE X - MISCELLANEOUS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.1
Other Plans.</B> Nothing in this Plan is intended to be a substitute
for, or shall preclude or limit the establishment or continuation of, any other
plan, practice or arrangement for the payment of compensation or benefits to
directors generally, which the Company or a Subsidiary now has or may hereafter
lawfully put into effect, including, without limitation, any retirement,
pension, insurance, stock purchase, incentive compensation or bonus plan.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.2
Singular, Plural; Gender.</B> Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender, as the context may require.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.3
Applicable Law.</B> This Plan shall be governed by, interpreted under,
and construed and enforced in accordance with the internal laws of the State of
Maine.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.4
Successors and Assigns.</B> This Plan and any Agreement with respect to
an Option shall be binding upon the successors and assigns of the Company and
upon each Optionee and such Optionee&#146;s heirs, executors, administrators,
personal representatives, permitted assignees and successors in interest.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Adopted by the Board of Directors of the Company on January&nbsp;24, 1995 and
amended and restated by such Board of Directors on January&nbsp;28, 1997, February
22, 2000, September&nbsp;19, 2001, and December&nbsp;16, 2003.
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