BANKNORTH GROUP INC/ME
1ST AMENDMENT TO SUPP RETIREMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(F)(2)
<SEQUENCE>5
<FILENAME>b38140bgex10-f2.txt
<DESCRIPTION>1ST AMENDMENT TO SUPP RETIREMENT AGREEMENT
<TEXT>

<PAGE>   1
                                                                Exhibit 10(f)(2)


                               FIRST AMENDMENT TO

                        SUPPLEMENTAL RETIREMENT AGREEMENT

         THIS FIRST AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT (this
"Amendment") is made and entered into as of this _____ day of February, 2001 by
and between Banknorth Group, Inc. (formerly known as Peoples Heritage Financial
Group, Inc. and hereinafter referred to as the "Company"), and William J. Ryan
(the "Executive").

                                    RECITALS:

         A. The Company and the Executive are parties to a certain Supplemental
Retirement Agreement dated as of January 1, 1996 (the "Original Agreement"). The
Original Agreement, as amended by this Agreement is referred to as the
"Agreement."

         B. Since the date of the Original Agreement, the Company has adopted
the Banknorth Group. Inc. Supplemental Retirement Plan (as amended, the "SERP
Plan") and the Company and the Executive now wish to amend the Original
Agreement as hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree and amend the Original Agreement as follows:

1.       AMENDMENTS.

                  1.1 ALTERNATIVE BENEFIT. Notwithstanding anything to the
         contrary in the Original Agreement or in the SERP Plan (including,
         without limitation,


                                                                               1

<PAGE>   2

         Article Three thereof), if on the date that benefits become payable
         under the Original Agreement, the actuarial equivalent of the aggregate
         amount of the benefits payable to the Executive under the terms of the
         Original Agreement is less than the actuarial equivalent of the
         aggregate amount of the benefits to which the Executive would be
         entitled under the SERP Plan if he were "Participant" (as defined in
         the SERP Plan) in the SERP Plan (such amount, the "Alternative
         Benefit"), the Executive shall be entitled to benefits payable in
         accordance with the terms of the Original Agreement but in an aggregate
         amount equal to the actuarial equivalent of the Alternative Benefit
         instead of in an aggregate benefit amount determined under the Original
         Agreement. Whenever an "actuarial equivalent" is required to be
         determined under this Amendment, such actuarial equivalent shall be
         determined in the manner prescribed for determining actuarial
         equivalents under the Original Agreement.

         1.2 OPTIONAL FORMS OF PAYMENT. Section 2.04 of the Agreement is hereby
         amended by deleting the second to last sentence thereof in its entirety
         and replacing it with the following: "In addition, the Executive may
         elect a lump sum under this plan." The purpose of the amendment set
         forth in this Section 1.2 is to make clear that, if the Executive
         elects lump sum payment, the Company shall not have any right to
         require that payment be made over a period of five years.

2.       NO FURTHER MODIFICATION. Except as expressly amended hereby, the
Agreement remains unmodified and in full force and effect.


                                                                               2
<PAGE>   3


3.       GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Maine without regard to its conflicts
of laws principles.

4.       SEVERABILITY. Each provision of this Amendment is intended to be
severable and the invalidity, illegality or unenforceability of any portion of
this Amendment shall not affect the validity, legality and enforceability of the
remainder.


                                                                               3

<PAGE>   4



         IN WITNESS WHEREOF, the Company and the Executive have caused this
Amendment to be executed as of the date and year first above written.

                                        BANKNORTH GROUP, INC. f/k/a
                                        PEOPLES HERITAGE FINANCIAL
                                        GROUP, INC.

                                        By:
----------------------------------      ----------------------------------------
Witness                                 Name:
                                        Title:

----------------------------------      ----------------------------------------
Witness                                 William J. Ryan


                                                                               4

</TEXT>
</DOCUMENT>
