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Exhibit 10(l)

BANKNORTH GROUP, INC. 401(k) PLAN

The Banknorth Group, Inc. 401(k) Plan (the Plan) set forth herein is
effective generally January 1, 2004 (Effective Date). The Plan is a
continuation of the Banknorth Group, Inc. Thrift Incentive Plan, which was last
amended and restated effective generally January 1, 1996, the Banknorth Group,
Inc. Profit Sharing and Employee Stock Ownership Plan, which was last amended
and restated effective generally January 1, 1997, reflecting the merger of such
plans as of January 1, 2001, and the subsequent merger into this Plan of the
Predecessor Plans listed in the Appendix. The provisions of the Plan shall
apply to eligible employees who terminate employment with Banknorth Group, Inc.
and all affiliated companies on or after January 1, 2004, except as is
otherwise indicated herein or may be required in accordance with applicable
law.

The Plan is intended to qualify as a profit-sharing plan with a cash or
deferred arrangement under Section 401(a) and (k) of the Internal Revenue Code
of 1986, as amended (Code), as a stock bonus plan under Section 401(a) of the
Code, and as an employee stock ownership plan under Section 4975(e)(7) of the
Code. The related Trust is intended to be exempt from federal income tax under
Section 501(a) of the Code. The Plan and Trust are further intended to comply
with all applicable requirements of the Employee Retirement Income Security Act
of 1974, as amended (ERISA). The Plan and trust agreement shall be
construed, wherever possible, so as to maintain such qualified and tax-exempt
status and to satisfy the applicable requirements of ERISA.

DEFINITIONS

When the following words and phrases appear in the Plan, they shall have
the respective meanings set forth below, unless their context clearly indicates
to the contrary. Additional words and phrases are defined in the text of the
Plan. Words in the masculine gender shall be construed to include the feminine
gender, and words in the singular shall be construed to included the plural and
vice versa, unless the context clearly indicates otherwise.

Acquisition Loan means a loan (or other extension of credit) made to the
Trustee for the purpose of financing the acquisition of Stock or repaying a
prior Acquisition Loan pursuant to Article VII, which loan may constitute an
extension of credit to the Trustee and the Trust Fund from a Party in Interest
and is intended to fall within the scope of the exemptions set forth in ERISA
Section 408(b)(3) and Code Section 4975(d)(3).

Actual Deferral Percentage means, for any Plan Year, the average of the
ratios, calculated separately for each Participant in a specified group of
Participants, of (a) the amount of the Salary Deferrals actually paid to the
Trust on behalf of each such Participant for such Plan Year, over (b) the total
Earnings paid to each such Participant during such Plan Year. Prior to
computing such average, the ratio of each Participant shall be expressed as a
percentage that is rounded to the nearest one hundredth of one percent (0.01%).
If a Participant does not make any Salary Deferrals for the Plan Year, such
Participants ratio for such year shall be zero. At the election of the Plan
Administrator, Matching Contributions and Qualified Nonelective Contributions
may be treated as Salary Deferrals in accordance with the provisions of Treas.
Reg. § 1.401(k)-l(b)(5), which is incorporated by reference herein. Any Salary
Deferrals or Qualified Nonelective Contributions that are taken into account in
determining the Average





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Contribution Percentage for a Plan Year shall be disregarded in
determining the Actual Deferral Percentage for such year.

Notwithstanding the foregoing, for purposes of determining whether the
Early Participant Deferral Portion of the Plan meets the requirements of
Section 3.04(a) with respect to any Plan Year, the Actual Deferral Percentage
shall be calculated by taking into account only Participants who have not
completed one Year of Service for the part of the Plan Year during which they
benefited under the Early Participant Deferral Portion and by excluding (a) the
Salary Deferrals (plus, at the election of the Company, any Qualified
Nonelective Contributions) made on behalf of such Participants for any part of
the Plan Year during which they benefited under the Safe Harbor Deferral
Portion of the Plan and (b) such Participants Earnings for any part of the
Plan Year during which they benefited under the Safe Harbor Deferral Portion of
the Plan.

Affiliate means an organization that is a member of a controlled group
(as defined in Section 414(b) or (c) of the Code) or an affiliated service
group (as defined in Section 414(m) of the Code) with Banknorth Group, Inc.,
and any other entity required to be aggregated with Banknorth Group, Inc. under
regulations promulgated under Section 414(o) of the Code; provided, however,
that for purposes of Section 5.04, the definitions prescribed by Section 414(b)
and (c) of the Code are to be modified as provided by Code Section 415(h).

Aggregate Account means the account established and maintained by the
Trustee for each Participant that reflects the Participants share of the Trust
Fund and separately reflects the balance of the following sub-accounts: Salary
Deferral Contribution Account, Matching Contribution Account, ESOP Account,
Discretionary Contribution Account, Rollover Contribution Account, and
Predecessor Plan Account(s) (to the extent not included in the foregoing).
Effective for Plan Years for which the requirements of Code Sections
401(k)(12)(B) and 401(m)(11) are satisfied, the Trustee shall assure that each
Participants Aggregate Account separately reflects the balance of such account
attributable to Matching Contributions paid for such years.

Annuity Starting Date means the first day of the first period for which
an amount is paid as a benefit under the Plan.

Average Contribution Percentage means, for any Plan Year, the average of
the ratios, calculated separately for each Participant in a specified group of
Participants, of (a) the amount of the Matching Contributions paid on behalf of
each such Participant for such Plan Year, over (b) the total Earnings paid to
each such Participant during such Plan Year. Prior to computing such average,
the ratio of each Participant shall be expressed as a percentage that is
rounded to the nearest one hundredth of one percent (0.01%). At the election
of the Plan Administrator, Salary Deferrals and Discretionary Contributions
shall be treated as Matching Contributions in accordance with the provisions of
Treas. Reg. §1.401(m)-l(b)(5), which is incorporated by reference herein. Any
Matching Contributions or Discretionary Contributions that are taken into
account in determining the Actual Deferral Percentage for a Plan Year shall be
disregarded in determining the Average Contribution Percentage for such year.

Notwithstanding the foregoing, for purposes of determining whether the
Early Participant Match Portion of the Plan meets the requirements of Section
4.03(a) with respect to any Plan

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Year, the Average Contribution Percentage shall be calculated by taking
into account only Participants who have not completed one Year of Service for
the part of the Plan Year during which they benefited under the Early
Participant Match Portion and by excluding (a) the Matching Contributions
(plus, at the election of the Company, any Salary Deferral or Discretionary
Contributions that may be taken into account) made on behalf of such
Participants for any part of the Plan Year during which they benefited under
the Safe Harbor Match Portion of the Plan and (b) such Participants Earnings
for any part of the Plan Year during which they benefited under the Safe Harbor
Match Portion of the Plan.

Beneficiary means the person, trust, estate or other entity last
designated by a Participant to receive benefits which may be payable on account
of the death of the Participant; provided, however, that in the case of a
married Participant, the Participants spouse shall be the Beneficiary unless
the Participants spouse waives his or her rights as the Beneficiary, the
Participant is legally separated or has been abandoned and the Participant has
a court order to such effect, or the Participants current spouse cannot be
located. A Participant may at any time during his or her lifetime change or
revoke a Beneficiary designation, provided that such action may not be taken
without subsequent spousal consent unless the original consent expressly
permits designation by the Participant without any requirement of further
spousal consent. Any consent by the Participants spouse to waive rights to
death benefits must be in writing, must acknowledge the effect of such waiver
and must be witnessed by a notary public. The Participants spouse may not
revoke consent to a specific waiver of a joint and survivor form of benefit.

Board means the Board of Directors of Banknorth Group, Inc. (or, before
May 10, 2000, Peoples Heritage Financial Group, Inc.), as constituted from time
to time.

Break in Service means a vesting computation period beginning on or
after January 1, 1976, during which an Employee is credited with no more than
five hundred (500) Hours of Service.

(a)  In determining whether an Employee has completed at least five hundred
(500) Hours of Service during a vesting computation period, an individual who
is absent from work for maternity or paternity reasons shall receive credit for
the Hours of Service which would otherwise have been credited to such
individual but for such absence, or in any case in which such hours cannot be
determined, eight (8) Hours of Service per day of such absence. An absence
from work for maternity or paternity reasons shall mean an absence by reason of
the individuals pregnancy, the birth of the individuals child, a childs
placement with the individual in connection with the individuals adoption of
such child, or the individuals caring for such child for a period beginning
immediately following such birth or placement. Hours of Service hereunder
shall be credited to the computation period in which the absence begins if such
crediting is necessary to prevent a Break in Service in that period, or in all
other cases, in the following computation period.

(b)  Notwithstanding anything to the contrary in this Section, employment
with the Company and its Affiliates shall not be deemed to have been
interrupted by a Break in Service solely by reason of a leave of absence
granted by the Company or an Affiliate on a uniform and nondiscriminatory basis
for sickness, military service, accident or other cause, provided that an

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Employee granted a leave of absence who fails to return to active employment at
or before the expiration of such leave (other than on account of death,
disability or retirement) shall, for purposes of this Plan, be deemed to have
terminated employment as of the beginning of such Employees leave of absence.

Calendar Quarter means, for any Plan Year, the three-month period
beginning on January 1, April 1, July 1, and October 1.

Code means the Internal Revenue Code of 1986, as amended from time to
time.

Company means Banknorth Group, Inc., known before May 10, 2000, as
Peoples Heritage Financial Group, Inc.

Company Contributions means Fixed Contributions, Discretionary
Contributions and Qualified Nonelective Contributions.

Direct Rollover means the direct transfer of all or a portion of an
Eligible Rollover Distribution from the Plan, as elected by an eligible
distributee, to an eligible retirement plan in accordance with the requirements
under Section 401(a)(31) of the Code and Section 10.11.

Disability means that an injury or illness prevents a Participant from
engaging in any substantial gainful activity by reason of an illness or injury
that can be expected to result in death, or which has lasted (or can be
expected to last) a continuous period of not less than twelve (12) months.
Notwithstanding the foregoing, a Participant shall be deemed disabled upon
becoming eligible to receive disability benefits under the terms of a long-term
disability plan maintained by Company or an Affiliate.

Discretionary Contributions means contributions made to the Plan by the
Company under Section 4.01(b).

Discretionary Contribution Account means a bookkeeping entry maintained
by the Plan Administrator for each Participant that records the Discretionary
Contributions allocated to the Participant under Article IV, adjustments for
allocations of income or loss, distributions and all other information
affecting the value of such account.

Early Participant Deferral Portion means the Salary Deferrals portion of
the Plan benefiting Participants who have not completed one Year of Service.

Early Participant Match Portion means the Matching Contributions portion
of the Plan benefiting Participants who have not completed one Year of Service.

Earnings means the total compensation paid by the Company to the
Employee for services rendered that constitutes wages as defined in Section
3401(a) of the Code and all other payments made by the Company to an Employee
for services rendered for which the Company is required to furnish the Employee
a written statement under Sections 6041(d), 6051(a)(3) and 6052 of the Code,
without regard to any rules under Section 3401(a) of the Code that limit the
remuneration included in wages based on the nature or location of the
employment or service performed. Notwithstanding the foregoing to the
contrary, Earnings shall include (a) effective

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January 1, 1998, elective contributions made by the Company on behalf of
an Employee that are not includable in income under Section 125, Section
402(e)(3), or Section 402(h) of the Code; and (b) effective January 1, 2001,
elective amounts that are not includable in the gross income of the Employee by
reason of Code Section 132(f). In all cases, Earnings shall be reduced by
reimbursements or other expense allowances, fringe benefits (cash and
non-cash), moving expenses, deferred compensation and welfare benefits.

Notwithstanding the foregoing to the contrary, the annual Earnings of each
Employee taken into account in determining allocations for any Plan Year
beginning after December 31, 2001, shall not exceed two hundred thousand
dollars ($200,000), as adjusted for cost of living increases in accordance with
Code Section 401(a)(17)(B). In the event Earnings are determined based on a
period of time which contains fewer than twelve (12) calendar months, the
annual Earnings limit shall be an amount equal to the annual Earnings limit for
the calendar year in which the period begins multiplied by a fraction, the
numerator of which is the number of full calendar months and the denominator of
which is twelve (12).

Effective Date means January 1, 2004, as to this amendment and
restatement of the Plan, except as otherwise specifically provided herein or
required by applicable law.

Eligible Employee means each Employee of a Participating Employer.

Eligible Rollover Distribution means any distribution to a Participant
or Beneficiary from the Plan in the amount of two hundred dollars ($200) or
more, or any distribution to an Employee of all or any portion of his or her
benefit from another qualified trust, but excluding the following:

(a)  A distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for a specified period of ten
(10) years or longer, for the distributees life expectancy (or the joint life
expectancy of the distributee and his or her designated Beneficiary), or for
the distributees life (or the joint lives of the distributee and his or her
designated Beneficiary);

(b)  A required distribution pursuant to Section 401(a)(9) of the Code;

(c)  A return of Salary Deferrals pursuant to Section 5.04;

(d)  A corrective distribution pursuant to Section 3.02, 3.04, or 4.03;

(e)  The portion of any distribution that is not includable in gross income
(determined without regard to the exclusion for net unrealized appreciation
described in Section 402(e)(4) of the Code);

(f)  A loan pursuant to Section 8.03 that is treated as a deemed
distribution pursuant to Section 72(p) of the Code;

(g)  Effective for distributions made after December 31, 1998, any amount
that is distributed on account of hardship;

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(h)  Any similar item designated by the Commissioner of Internal Revenue as
set forth in a Treasury regulation, revenue ruling, notice, or other document
of general applicability.

A portion of a distribution shall not fail to be an Eligible Rollover
Distribution merely because the portion consists of after-tax employee
contributions which are not includible in gross income. However, such portion
may be transferred only to an individual retirement account or annuity
described in Code Section 408(a) or (b), or to a qualified defined contribution
plan described in Code Section 401(a) or 403(a) that agrees to separately
account for amounts so transferred, including separately accounting for the
portion of such distribution which is includible in gross income and the
portion of such distribution which is not so includible.

Employee means any individual regularly employed, whether on a full-time
or part-time basis, by the Company or any Affiliate, excluding the following:
(a) any person serving solely as a director of the Company or any Affiliate,
(b) any person who is an independent contractor for whom neither the Company
nor any Affiliate is required to make FICA contributions, and (c) any person
who is a leased employee of the Company or an Affiliate within the meaning of
Section 414(n)(2) of the Code. The determination whether an individual is a
director or independent contractor under clauses (a) and (b) shall be based
upon the classification by the Employer (without regard to the classification
of such individual by a third party).

As used herein, effective January 1, 1997, leased employee means any
person who is not an employee of the Employer and who provides services to the
Employer if:

(a)  such services are provided pursuant to an agreement between the
Employer and any leasing organization;

(b)  such person has performed such services for the Employer (or for the
Employer and any related person determined in accordance with Section 414(n)(6)
of the Code) on a substantially full-time basis for a period of at least one
(1) year; and

(c)  such services are performed under the primary direction or control of
the Employer.

Contributions or benefits provided to a leased employee by the leasing
organization which are attributable to services performed for the Employer
shall be treated as provide by the Employer. A leased employee shall not be
considered an Employee if:

(aa)  he or she is covered by a money purchase pension plan providing (1)
an employer contribution rate (without regard to Section 401(l) of the Code) of
at least ten percent (10%) of compensation, as defined in Section
414(n)(5)(C)(iii) of the Code; (2) immediate participation; and (3) full and
immediate vesting; and

(bb)  Leased employees do not constitute more than twenty percent (20%) of
the Employers nonhighly compensated work force.

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ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

ESOP Account means a bookkeeping entry maintained by the Plan
Administrator for each Participant that records:

for Plan Years ending before the Effective Date (and on and after such
date, for purposes of Sections 7.10, 7.11 and 7.12), the Participants interest
in the Trust Fund attributable to the Separate ESOP for Plan Years ending
before January 1, 2001, and to allocations of Stock or cash on and after such
date resulting from payments of principal and interest on any Acquisition Loan,
plus adjustments for allocations of income or loss, distributions and all other
information affecting the value of such account; and

for Plan Years beginning on and after the Effective Date, the
Participants interest in the Trust Fund attributable to the Company Stock Fund
(ESOP), and to allocations of Stock or cash on and after such date resulting
from payments of principal and interest on any Acquisition Loan, plus
adjustments for allocations of income or loss, distributions and all other
information affecting the value of such account.

Each Participants ESOP Account shall be divided into sub-accounts
reflecting the part of the ESOP Account consisting of Stock at any date of
determination and the part of the ESOP Account consisting of investments other
than Stock at any date of determination.

Excess Aggregate Contributions means, for any Plan Year, the excess of
(a) the aggregate amount of contributions actually taken into account in
computing the Average Contribution Percentage of the group of Participants who
are Highly Compensated Employees, over (b) the maximum amount of such
contributions permitted under Section 4.03 (determined by reducing
contributions made on behalf of Highly Compensated Employees in order of their
individual contribution percentages, beginning with the highest such
percentage).

Excess Salary Deferrals means, for any Plan Year, the excess of (a) the
aggregate amount of Salary Deferrals actually taken into account in computing
the Actual Deferral Percentage of the group of Participants who are Highly
Compensated Employees, over (b) the maximum amount of such deferrals permitted
under Section 3.04 (determined by reducing contributions made on behalf of
Highly Compensated Employees in order of their individual actual deferral
percentages, beginning with the highest such amount).

Fair Market Value means, with respect to shares of Stock, the sale price
at the time in question of such shares on the principal United States
securities exchange registered under the Securities Exchange of 1934, as
amended, on which such Stock is listed or, if such Stock is not listed on any
such exchange, the sale price with respect to a share of such Stock on the
NASDAQ National Market System or any system then in use; or if no quotations
are available, the Fair Market Value at the time in question of a share of
Stock shall be determined by independent appraisal in compliance with
applicable provisions of ERISA.

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Financed Shares means shares of Stock acquired by the Trust Fund with
the proceeds of an Acquisition Loan, whether or not pledged as collateral to
secure the repayment of that Acquisition Loan.

Fixed Contributions means contributions made to the Plan by the Company
under Section 4.01(a).

Highly Compensated Employee means effective January 1, 1997 (and, on and
after such date, for purposes of determining whether an employee was a Highly
Compensated Employee for the Plan Year beginning January 1, 1996), any employee
of the Company or any Affiliate who (a) at any time during the Plan Year or the
preceding Plan Year is a 5-percent owner (as defined in Section 416(i)(1) of
the Code), or (b) for the preceding Plan Year received Section 415 Compensation
from the Company or any Affiliate in excess of eighty thousand dollars
($80,000) (or such higher amount as the Secretary of the Treasury may
prescribe). A former employee of the Company or an Affiliate shall be treated
as a Highly Compensated Employee if that employee was a Highly Compensated
Employee when he or she separated from service or at any time after attaining
age fifty-five (55).

Hour of Service means:

(a)  each hour during which an Employee is directly or indirectly paid, or
entitled to payment, for the performance of duties,

(b)  each hour during which an Employee is directly or indirectly paid, or
entitled to payment, on account of a period of time during which no duties are
performed due to vacation, holiday, illness, incapacity (including disability,
pregnancy and any other similar condition which prevents an employee from
performing duties), layoff, jury duty, military duty or leave of absence, and

(c)  each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Company or an Affiliate and for which
credit is not otherwise counted.

Notwithstanding the foregoing, no Hours of Service shall be recognized for
any payment made due to severance of employment or in compliance with workers
compensation, unemployment compensation or disability insurance laws, or any
payments made solely to reimburse an Employee for medical or medically-related
expenses.

(d)  In the case of a payment described in Paragraph (b) above, during
which no duties are performed, the number of Hours of Service counted shall be
determined as follows:



| |                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) If the payment for a period in which no duties are performed is
calculated on the basis of a unit of time, the number of Hours of Service
counted for such period shall be the number of hours regularly scheduled
for performance of duties during such period.

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) If the payment for a period in which no duties are performed is
not calculated on the basis of a unit of time, the number of hours
counted for such period shall be determined by dividing the total of such
payments by the Employees most recent hourly rate of compensation as
determined under the provisions of Department of Labor Regulation Section
2530.200b-2(b)(2)(ii), but shall not exceed the number of hours scheduled
for performance of duties during such period.

(e)  Hours of service shall be credited to the computation period
determined under the provisions of paragraph (c) of Department of Labor
Regulation Section 2530.200b-2, which is hereby incorporated by reference into
this Plan.

(f)  Solely for determining whether a Break in Service has occurred, an
Employee who is absent from employment for maternity or paternity reasons shall
receive credit for the Hours of Service which would otherwise have been
credited but for such absence, or in any case in which such hours cannot be
determined, eight (8) Hours of Service per day of such absence; provided,
however, that the credit given under this Paragraph (d) for any such reason
shall not exceed five hundred one (501) hours. For purposes of this Paragraph
(f), absence for maternity or paternity reasons hereunder shall mean the
Employees absence on account of pregnancy of the Employee, the birth of a
child of the Employee, the placement of a child with the Employee in connection
with the adoption of such child by such Employee, or for purposes of caring for
such child for a period immediately following such birth or placement. The
Hours of Service to be credited under this Paragraph (d) shall be credited in
the Plan Year in which the absence begins if the crediting is necessary to
prevent a Break in Service in that period, or in all other cases, in the
following Plan Year.

(g)  Nothing in this Plan shall be construed to deny any employee credit
for an hour of service if such credit is otherwise required by federal law.

Insider means a Participant who is subject to the provisions of Section
16 of the Securities and Exchange Act of 1934 with respect to transactions
involving shares of Stock.

Matching Contributions means Fixed Contributions made to the Plan by the
Company under Section 4.01(a) for the purpose of matching Salary Deferrals in
cash or stock at the rate specified in such subsection.

Matching Contribution Account means a bookkeeping entry maintained by
the Plan Administrator for each Participant that records the Matching
Contributions allocated to the Participant under Article V, adjustments for
allocations of income or loss, distributions and all other information
affecting the value of such account.

Normal Retirement Age means the first day of the month coincident with
or next following the date the Participant attains age sixty-five (65).

Participant means any Eligible Employee who has met the requirements of
Article II and is participating in the Plan, or who is a former Eligible
Employee who has not received a distribution of his or her entire Vested
Interest. Notwithstanding the above, an Eligible

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Employee who would be a Participant but for the failure to make Salary
Deferrals shall be treated as a Participant for purposes of Sections 3.04 and
4.03.

Participating Employer means the Company and any Affiliate that adopts
this Plan in accordance with the provisions of Article XV.

Participation Agreement means an election by the Participant that (a)
authorizes the Company to withhold a portion of such Participants current
Earnings as a Salary Deferral under Section 3.01, (b) specifies the investment
funds under Article V in which the Participants allocable share of the Trust
Fund shall be invested, and (c) designates the Beneficiary or Beneficiaries to
receive the death benefits provided under Article X, or any permitted
modification thereof. A Participation Agreement shall be made by such written,
electronic or telephonic means and at such time as the Plan Administrator shall
specify.

Plan means the Banknorth Group, Inc. 401(k) Plan, as set forth herein
and as it may be amended from time to time.

Plan Administrator means a committee of not less than four (4)
individuals appointed by the Board.

Plan Affiliation Date means the date on which a Predecessor Plan was
merged into or consolidated with the Plan. The Plan Affiliation Date for each
Predecessor Plan shall be separately set forth in Appendix attached to the Plan
and made a part hereof.

Plan Year means the calendar year.

Predecessor Plan means each plan listed in the Appendix attached to the
Plan and made a part hereof. Any defined contribution plan, maintained by a
corporation or other organization that becomes a Participating Employer after
the Effective Date, or of which some or all of the business and assets are
acquired by, merged with or consolidated with the Company or an Affiliate after
the Effective Date, shall be a Predecessor Plan if the Board of Directors
authorizes such plan to be merged with this Plan.

Predecessor Plan Account means the aggregate value of a Predecessor Plan
Participants interest in his or her account or accounts under a Predecessor
Plan, determined as of the Plan Affiliation Date.

Predecessor Plan Participant means an individual who was a participant
in a Predecessor Plan on the day immediately preceding such plans Plan
Affiliation Date.

Qualified Domestic Relations Order means any judgment, decree, or order
(including approval of a property settlement agreement) relating to the
provision of child support, alimony payment, or marital property rights to a
spouse, former spouse, child, or other dependent of a Participant which (a) is
made pursuant to a State domestic relations law (including a community property
law), (b) creates or recognizes the existence of an alternate payees right to,
or assigns to an alternate payee the right to, receive all or a portion of the
benefits or funds payable with respect to a Participant under the Plan, and (c)
satisfies the requirements of Section 414(p)(2) and (3) of the Code.

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Qualified Nonelective Contribution means a contribution, other than a
Salary Deferral, Fixed Contribution or Discretionary Contribution, made to the
Plan under Section 4.01(c) which (a) is treated as a Salary Deferral, (b) is
nonforfeitable when made, (c) is distributable only in accordance with the
provisions of Article X that apply to Salary Deferrals, and (d) satisfies the
requirements of Section 401(a)(4) of the Code.

Rollover Contribution Account means a bookkeeping entry maintained by
the Plan Administrator for each Participant who makes a rollover contribution
in accordance with Section 3.06, in which shall be recorded the amount of his
or her rollover contributions, adjustments for allocations of income or loss,
distributions and all other information affecting the value of such account.

Safe Harbor Deferral Portion means the Salary Deferrals portion of the
Plan benefiting Participants who have completed one Year of Service.

Safe Harbor Match Portion means the Matching Contributions portion of
the Plan benefiting Participants who have completed one Year of Service.

Salary Deferrals means amounts that a Participant elects to defer by
payroll withholding from current Earnings under a Participation Agreement,
which amounts are contributed to the Plan by the Company and allocated to such
Participants Salary Deferral Contribution Account as described in Section
3.01.

Salary Deferral Contribution Account means a bookkeeping entry
maintained by the Plan Administrator for each Participant who has elected to
make Salary Deferrals in which shall be recorded the Salary Deferrals and
Qualified Nonelective Contributions to be allocated on the Participants behalf
under Articles III and IV, adjustments for allocations of income or loss,
distributions and all other information affecting the value of such account.

Section 415 Compensation means, with respect to a Plan Year, the total
compensation paid by the Company to an Employee for services rendered while an
Employee that constitutes wages as defined in Section 3401(a) of the Code and
all other payments by the Company to an Employee for services rendered while an
Employee for which the Company is required to furnish the Employee a written
statement under Sections 6041(d), 6051(a)(3) and 6052 of the Code without
regard to any rules under Section 3401(a) of the Code that limit the
remuneration included in wages based on the nature or location of the
employment or services performed.

For Limitation Years beginning after December 31, 1991, for purposes of
applying the limitations of Section 5.04, Section 415 Compensation for a
Limitation Year shall mean the compensation actually paid or includable in
gross income during such Limitation Year. Notwithstanding the preceding
sentence, Section 415 Compensation with respect to a Participant who is
permanently and totally disabled (within the meaning of Section 22(e)(3) of the
Code) shall mean the compensation such Participant would have received for the
Limitation Year if he or she had been paid at the rate of earnings paid
immediately before becoming permanently and totally disabled; provided such
imputed earnings may be taken into account only if the Participant is not a
Highly Compensated Employee and contributions made on behalf of such
Participant are not forfeitable when made.

11



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##### 



For purposes of applying the limitations of Section 5.04 and for purposes
of Article XVII:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For Limitation Years beginning after December 31, 1997, Section 415
Compensation for a year shall also include any elective deferrals within
the meaning of Section 402(g)(3) of the Code and any amount that is
contributed or deferred by the Employer or an Affiliate at the election
of an Employee and which is not includable in the gross income of the
Employee by reason of Section 125 of the Code, unless the Plan
Administrator elects not to include such amounts; and



| |                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For Limitation Years beginning after December 31, 2000, Section 415
Compensation for a year shall also include any elective amounts that are
not includable in gross income of the Employee by reason of Code Section
132(f).

Separate ESOP means the Banknorth Group, Inc. Profit Sharing and
Employee Stock Ownership Plan as in effect on December 31, 2000.

Stock means common stock, $.01 par value per share, of Banknorth Group,
Inc. (or, before May 10, 2000, Peoples Heritage Financial Group, Inc.), that is
readily tradable on an established securities market or that otherwise
constitutes employer securities within the meaning of Section 409(l) of the
Code and qualifying employer securities within the meaning of Section
4975(e)(8) of the Code and Section 407(d)(5) of ERISA.

Thrift Incentive Plan means the Banknorth Group, Inc. Thrift Incentive
Plan, as in effect on December 31, 2000.

Trust means the legal entity created under the Trust Agreement to hold
the Trust Fund.

Trust Agreement means the separate agreement entered into by Banknorth
Group, Inc. and the Trustee for the purpose of holding the Trust Fund.

Trust Fund means all monies, securities and assets held by the Trustee
for the benefit of Participants and Beneficiaries.

Trustee means the trustee appointed by the Board under the Trust
Agreement.

Valuation Date means, for any Plan Year, the last day of each Calendar
Quarter and such additional dates as the Plan Administrator may designate.

Vested Interest means the fair market value of the Participants
nonforfeitable interest in his or her Aggregate Account determined as of the
next following Valuation Date.

Year of Service means:

(a)  For participation purposes, before January 1, 2002, a computation
period of twelve (12) consecutive months during which an Employee is credited
with at least one thousand (1,000) Hours of Service. The initial computation
period shall begin with the date that the Employee first performs one Hour of
Service upon commencing employment or re-employment,

12



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##### 



as the case may be, with the Company or an Affiliate. Upon completion of
the initial computation period, the computation period for participation shall
shift to the Plan Year and shall include the Plan Year in which the initial
computation period is completed. Effective January 1, 2002, Year of Service
means a computation period of twelve (12) consecutive months during which an
Employee is continuously employed by the Employer, provided that each affected
Employee shall be credited with one Year of Service hereunder for his or her
computation period ending in 2002 if he or she either completes at least one
thousand (1,000) Hours of Service or completes twelve (12) consecutive months
of continuous employment during such computation period.

(b)  For vesting purposes, a computation period of twelve (12) consecutive
months during which is an Employee is credited with at least one thousand
(1,000) Hours of Service.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) In the case of an Employee who commences participation in the
Plan before January 1, 1998, the computation period shall begin with the
date that the Employee first performs one Hour of Service upon commencing
employment, and each anniversary thereafter; provided, however, that if
the Employee terminates employment and is re-employed by the Company or
an Affiliate, the computation period for future service shall begin with
the date that the Employee first performs one Hour of Service upon
re-commencing employment, and each anniversary thereafter.



| |                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) In the case of a Employee who commences participation in the
Plan on or after January 1, 1998, the computation period for vesting
purposes shall be the Plan Year.

(c)  All Years of Service prior to and following the Effective Date, with
the Company and any Affiliate, shall be recognized for participation and
vesting purposes under the Plan. In the case of any Participant who was a
participant in any Predecessor Plan, his or her years of service credited under
the Predecessor Plan shall be credited for participation and vesting purposes
under this Plan. In addition, in the case of any other Participant who was an
employee of any of the following banks or other organizations (including any
affiliated organizations the stock or assets of which were acquired by or
merged or consolidated with the Company) on the acquisition date identified
below, years of service with such bank or other organization shall be credited
for participation and vesting purposes under this Plan as of the effective date
stated below, provided that no year of service shall be counted more than once
under this Section:

|                          |  |                  |  |                                                                                                                             
|------------------------- |  | ---------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|Organization              |  | Acquisition Date |  | Effective Date                                                                                                              
|                          |  |                  |  |                                                                                                                             
|Mid Maine Savings         |  | July 31, 1994    |  | August 1, 1994                                                                                                              
|Bank/Hampton Co-operative |  |                  |  |                                                                                                                             
|Savings Bank              |  |                  |  |                                                                                                                             
|                          |  |                  |  |                                                                                                                             
|North Conway Bank         |  | July 1, 1995     |  | July 1, 1995                                                                                                                
|                          |  |                  |  |                                                                                                                             
|Bank of New Hampshire     |  | July 1, 1996     |  | July 1, 1996
(except for
purposes of the
allocation made
under the Separate
ESOP for the plan
year ending
December 31, 1996)
|                          |  |                  |  |                                                                                                                             
|Family Bank, FSB          |  | December 6, 1996 |  | January 1, 1997                                                                                                             
|                          |  |                  |  |                                                                                                                             
|Atlantic Bank             |  | October 1, 1997  |  | October 1, 1997
(for purposes of                                                                                            

13



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##### 



|                                    |  |                    |  |                                                                                                                                                       
|----------------------------------- |  | ------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Organization                        |  | Acquisition Date   |  | Effective Date                                                                                                                                        
|                                    |  |                    |  |                                                                                                                                                       
|                                    |  |                    |  | the Thrift
Incentive Plan);
January 1, 1998
(for purposes of
the Separate ESOP)                                                                       
|                                    |  |                    |  |                                                                                                                                                       
|CFX Corporation                     |  | April 10, 1998     |  | May 22, 1998 (for
employees of Safety
Fund National Bank
making deferrals to
the CFX 401(k) plan
on such date); July
1, 1998 (all other
CFX employees)
|                                    |  |                    |  |                                                                                                                                                       
|Concord Savings Bank                |  | April 10, 1998     |  | July 1, 1998                                                                                                                                          
|                                    |  |                    |  |                                                                                                                                                       
|Springfield Institution for
Savings |  | January 1, 1999    |  | September 30, 1999
(for purposes of
the Separate ESOP);
December 31, 1999
(for purposes of
the Thrift
Incentive Plan)                                 
|                                    |  |                    |  |                                                                                                                                                       
|Pre-Merger Banknorth Group,
Inc.    |  | May 10, 2000       |  | October 1, 2000                                                                                                                                       
|                                    |  |                    |  |                                                                                                                                                       
|Morse, Payson & Noyes               |  | October 10, 1997   |  | Later of May 1,
2001 and
commencement of
employment for a
Participating
Employer                                                                      
|                                    |  |                    |  |                                                                                                                                                       
|Andover Savings Bank                |  | October 31, 2001   |  | January 1, 2002                                                                                                                                       
|                                    |  |                    |  |                                                                                                                                                       
|MetroWest Bank                      |  | October 31, 2001   |  | January 1, 2002                                                                                                                                       
|                                    |  |                    |  |                                                                                                                                                       
|IpswichBank                         |  | July 26, 2002      |  | August 1, 2002                                                                                                                                        
|                                    |  |                    |  |                                                                                                                                                       
|Community Insurance
Agencies, Inc.  |  | July 1, 2002       |  | October 1, 2002                                                                                                                                       
|                                    |  |                    |  |                                                                                                                                                       
|Arthur A. Watson & Company,
Inc.    |  | September 30, 2000 |  | January 1, 2003                                                                                                                                       
|                                    |  |                    |  |                                                                                                                                                       
|Adirondack Community                |  | July 1, 2002       |  | October 1, 2002                                                                                                                                       
|Financial Services                  |  |                    |  |                                                                                                                                                       
|                                    |  |                    |  |                                                                                                                                                       
|Southington Savings Bank            |  | August 31, 2002    |  | January 1, 2003                                                                                                                                       
|                                    |  |                    |  |                                                                                                                                                       
|Warren Five Cents Saving Bank       |  | December 31, 2002  |  | January 1, 2003                                                                                                                                       
|                                    |  |                    |  |                                                                                                                                                       
|American Savings Bank               |  | February 14, 2003  |  | April 1, 2003                                                                                                                                         
|                                    |  |                    |  |                                                                                                                                                       
|Bogino & DeMaria, Inc.              |  | July 31, 2003      |  | September 1, 2003                                                                                                                                     
|                                    |  |                    |  |                                                                                                                                                       
|Field & Quimby                      |  | July 31, 2003      |  | September 1, 2003                                                                                                                                     
|                                    |  |                    |  |                                                                                                                                                       
|First & Ocean National Bank         |  | December 31, 2003  |  | January 1, 2004                                                                                                                                       

(d)  For any other Eligible Employee who was an employee of any corporation
or other organization that becomes a Participating Employer after the Effective
Date, or some or all of the business and assets of which are acquired by or
merged or consolidated with the Participating Employer after such date, Years
of Service for purposes of eligibility for participation and vesting shall
include all years of service with such corporation or other organization prior
to the time it became a Participating Employer, or prior to the effective date
of the acquisition of its business and assets by or its merger or consolidation
with the Participating Employer, to the same extent as if employees of such
corporation or other organization had been

14



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##### 



employed by the Participating Employer instead of by such corporation or other
organization, if the Board of Directors shall so provide by resolution or
otherwise.

PARTICIPATION

Eligibility. Each participant in the Plan immediately prior to the
Effective Date who is an Eligible Employee on the Effective Date shall be an
active Participant in this Plan as of the Effective Date. In the case of any
other Eligible Employee on or after the Effective Date:

(a)  Salary Deferrals. Effective October 1, 2000, each Eligible Employee
may commence participation with respect to Salary Deferrals on the first day of
the month coincident with or next following his or her completion of one month
of service (measured from the date on which he or she first performs an Hour of
Service to the corresponding date in the following month) (initial entry
date), provided that a timely Participation Agreement has been filed with the
Plan Administrator. If the Eligible Employee does not commence participation
on his or her initial entry date, then he or she may commence participation on
the first day of any month thereafter by filing a timely Participation
Agreement. For purposes of the Plan, a Participation Agreement is timely if it
is filed with the Plan Administrator not later than the fifteenth (15th) day of
the month immediately preceding the date participation is to begin.

Notwithstanding the foregoing to the contrary, effective January 1, 2002,
the initial entry date of an Eligible Employee who is classified on the payroll
records of the Employer as a temporary employee shall be the first day of the
month coincident or next following his or her completion of one Year of Service
(determined as a computation period of twelve (12) consecutive months during
which the Employee is credited with at least one thousand (1,000) Hours of
Service), provided that, if such employee transfers to a regular employment
classification, his or her initial entry date shall be the first day of the
month coinciding with or next following the later of his or her transfer date
and his or her completion of one month of service.

(b)  Company Contributions.Each Eligible Employee shall become a
Participant with respect to Company Contributions on the first day of the
Calendar Quarter coincident with or next following his or her completion of one
Year of Service.

Termination of Participation.A Participant who fails to qualify as an
Eligible Employee for any reason shall be ineligible thereafter to make Salary
Deferrals for any succeeding payroll periods or to share in the allocation of
any future Company Contributions. Such individual again shall become a
Participant as of the first day of the Calendar Quarter immediately following
the date on which he or she again becomes an Eligible Employee, provided that a
Participation Agreement has been filed with the Plan Administrator by the
fifteenth (15th) day of the month immediately preceding such Calendar Quarter.

2.03 Special Participation Rules.

(a)  If an Eligible Employee was previously employed by CFX
Corporation or any of its subsidiaries (collectively, CFX) immediately
prior to the date on which CFX was acquired by the Company and:

15



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) is both employed by any former CFX subsidiary except
Safety Fund National Bank on June 30, 1998, and a participant
receiving elective deferrals under the CFX Corporation 401(k) Plan
(CFX Plan) or the Concord Savings Bank 401(k) Plan on such date,
then his or her deferral election in effect under the applicable
plan on such date shall constitute his or her initial
Participation Agreement under this Plan, provided that any terms
of such deferral election that are not consistent with the
provisions of this Plan shall be of no effect hereunder, and
provided further that the Employee may file a new Participation
Agreement by June 15, 1998.
|
| | (ii) is both employed by Safety Fund National Bank on May 22,
1998, and a participant receiving elective deferrals under the CFX
Plan on such date, then such Employee shall be eligible to
participate in this Plan as of May 22, 1998, and his or her
deferral election in effect under the CFX Plan on such date shall
constitute his or her initial Participation Agreement under this
Plan, provided that any terms of such deferral election that are
not consistent with the provisions of this Plan shall be of no
effect hereunder.                                                                                                                            

(b)  If an Eligible Employee was previously employed by ALLTEL
Information Services immediately prior to the commencement of his or her
employment with a Participating Employer, and commenced such eligible
employment as of July 1, 2002, then:



| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) he or she may commence participation with respect to
Salary Deferrals on July 1, 2002, provided a timely Participation
Agreement has been filed with the Plan Administrator; and
|
| | (ii) effective July 1, 2002, his or her years of service with
ALLTEL Information Services shall be credited for purposes of
participation with respect to Company Contributions.    

(c)  Notwithstanding Section 2.01(b) to the contrary, the following special
rule shall be effective for the Plan Year beginning January 1, 2003 (2003 Plan
Year). Each Eligible Employee who (i) was an eligible employee under either
the Morse Payson & Noyes Incentive Savings Plan or the Arthur A. Watson &
Company, Inc. Employees Master Retirement Plan on the day immediately
preceding such plans Plan Affiliation Date; (ii) is credited with less than
one Year of Service as of the Plan Affiliation Date; and (iii) is not a Highly
Compensated Employee for the 2003 Plan Year, shall become a Participant with
respect to Company Contributions on the first day of the Calendar Quarter
coincident with or next following his or her completion of six months of
service. This special rule shall apply only for the 2003 Plan Year, and shall
be of no force or effect on and after January 1, 2004.

PARTICIPANT CONTRIBUTIONS

Salary Deferrals.A Participant may elect, subject to the right of the
Plan Administrator to establish uniform and nondiscriminatory rules and, from
time to time, to modify or change such rules governing the manner and methods
by which Salary Deferrals shall be made, to reduce his or her current Earnings
by a deferral percentage, which amount the Company shall

16



---



##### 



then contribute to the Trust for allocation to the Participants Salary
Deferral Contribution Account in accordance with the following provisions:

(a)  A Participant may elect to defer between one percent (1%) and fifty
percent (50%) of his or her Earnings while a Participant, in increments of one
percent (1%).

(b)  A Participant may direct the Plan Administrator to cease Salary
Deferrals as soon as practicable after written notice to such effect has been
delivered by such Participant to the Plan Administrator. If a Participant
ceases to make Salary Deferrals, such Participant shall not be entitled to
again make Salary Deferrals until the first payroll period of the following
Calendar Quarter.

(c)  A Participant may increase or decrease the amount of his or her Salary
Deferrals during the Plan Year. If a request for change is received by the
Plan Administrator between the first day of a Calendar Quarter and the 15th day
of the month immediately preceding the first day of the next Calendar Quarter,
then the change in deferral percentage shall be effective as of the first day
of the Calendar Quarter immediately following its receipt. If the request for
change is received by the Plan Administrator after the 15th day of the month
immediately preceding the first day of a Calendar Quarter, and on or before the
15th day of the month immediately preceding the first day of the next Calendar
Quarter, then the change in deferral percentage shall be effective as of the
first day of such next Calendar Quarter.

(d)  The Plan Administrator may reduce or discontinue, as necessary, future
Salary Deferrals to some or all of the Participants who are Highly Compensated
Employees for the Plan Year in order to maintain the qualified status of the
Plan or to avoid subjecting the Highly Compensated Employees to Federal income
tax currently with respect to such Salary Deferrals. The amount by which a
Participants Salary Deferrals are reduced or discontinued shall be paid to
such Participant in cash.

Annual Limitation on Salary Deferrals.

(a)  Except to the extent permitted under Section 3.07 and Code Section
414(v), the Salary Deferrals that may be allocated to a Participants Salary
Deferral Contribution Account for any taxable year shall not exceed the dollar
limitation contained in Code Section 402(g) in effect for the taxable year,
reduced by the amount of any employer contributions for such year on behalf of
the Participant pursuant to an election to defer compensation under any
qualified cash or deferred arrangement within the meaning of Section 401(k) of
the Code, any simplified employee pension cash or deferred arrangement within
the meaning of Section 402(h)(1)(B) of the Code, any eligible deferred
compensation plan under Section 457 of the Code, any plan within the meaning of
Section 501(c)(18) of the Code and a salary reduction agreement for the
purchase of an annuity contract under Section 403(b) of the Code. For purposes
of this Section, any Salary Deferrals returned to a Participant pursuant to
Section 5.04 shall be disregarded.

(b)  In the event that the limitation of Paragraph (a) is exceeded with
respect to any Participant, not later than April 15 of the following calendar
year, the Plan Administrator shall distribute the excess deferral (plus any
income and minus any loss allocable thereto), provided that the Plan
Administrator has received the notice prescribed in Paragraph (c). Excess
deferrals

17



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##### 



shall be adjusted for any income or loss up to the date of distribution. The
income or loss allocable to excess deferrals shall be determined in the same
manner in which income or loss is allocated to the Participants Aggregate
Accounts under Article V of the Plan.

The amount of excess deferral with respect to a Participant for any
calendar year shall be reduced by the amount of any contributions previously
distributed to such Participant under this Article for the Plan Year beginning
with or within the calendar year.

(c)  It shall be the responsibility of the Participant to notify the Plan
Administrator of any excess deferral for a calendar year. Such notice shall be
in writing; shall specify the amount of the excess deferral; shall state that
if the excess deferral is not distributed, such excess shall be includable in
the Participants gross income under Section 402(g) of the Code; and shall be
submitted to the Plan Administrator not later than March 1 of the following
calendar year. A Participant shall be deemed to have notified the Plan
Administrator of an excess deferral to the extent such Participant has an
excess deferral for a calendar year, taking into account only Salary Deferrals
under the Plan and any other plans of the Company or its Affiliates subject to
Section 402(g) of the Code.

Time and Form of Salary Deferrals.The Company shall contribute Salary
Deferrals to the Trust as of the earliest date on which said contributions can
reasonably be segregated from the general assets of the Participants Employer;
provided in no event shall the date determined pursuant to this provision occur
later than the fifteenth (15th) business day of the month following the month
in which such contributions would otherwise have been payable to the
Participant in cash (the maximum time period), unless the Employer extends
the maximum time period as provided in 29 C.F.R. Section 2510.3-102(d).

Limitations on Actual Deferral Percentage.In the event a Participant who
is a Highly Compensated Employee (Highly Compensated Participant)
participates in two or more cash or deferred arrangements (under Section 401(k)
of the Code) that have different plan years, for purposes of this Section, all
such arrangements ending with or within the same calendar year shall be treated
as a single arrangement. For purposes of this Section, this Plan and any other
Code Section 401(k) plan maintained by the Company or any of its Affiliates
shall be treated as a single plan if such plans are treated as one plan for
purposes of Section 401(a)(4) or Section 410(b) of the Code or if a Highly
Compensated Employee participates in such other plan. Plans may be aggregated
to satisfy Section 401(k) of the Code only if such plans have the same Plan
Year.

For purposes of this Section and Code Sections 401(a)(4) and 410(b), the
Safe Harbor Deferral Portion of the Plan shall be disaggregated from the Early
Participant Deferral Portion of the Plan. Notwithstanding any other provision
of the Plan to the contrary, the Safe Harbor Deferral Portion shall be treated
as meeting the requirements of Paragraph (a) below with respect to any Plan
Year beginning on and after January 1, 2003, for which such portion of the Plan
meets the requirements of Code Section 401(k)(12). In the event Section
4.01(a) is amended to reduce or eliminate Matching Contributions during a Plan
Year such that the contribution requirements of Code Section 401(k)(12)(B)
cease to be satisfied, Paragraph (a) and Section 4.03(a) shall apply to the
Safe Harbor Deferral Portion with respect to the entire Plan Year.

18



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##### 



(a)  The Actual Deferral Percentage for Highly Compensated Participants for
any Plan Year commencing after December 31, 2002, shall not exceed the greater
of:



| |                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Actual Deferral Percentage for all other Participants for
such Plan Year multiplied by 1.25; or                                                                                                                 
|
| | (ii) the lesser of the Actual Deferral Percentage for all other
Participants for such Plan Year multiplied by two (2), or the Actual
Deferral Percentage for such Participants for such Plan Year plus two
percent (2%).

(b)  The multiple use test described in Treasury Regulation Section
1.401(m)-2 shall not apply for Plan Years beginning after December 31, 2001.

For purposes of this Section, Salary Deferrals and Matching Contributions
must be made before the last day of the twelve (12) month period immediately
following the Plan Year to which such contributions relate, and any Salary
Deferrals returned to a Participant pursuant to Section 5.04 shall be
disregarded.

The Company shall maintain records sufficient to demonstrate compliance
with this Section and the amount of any Matching Contributions used to satisfy
this Section. The determination and treatment of the contributions on behalf
of any Participant that are taken into account for purposes of this Section
shall satisfy such other requirements as may be prescribed by the Secretary of
the Treasury.

Restrictions and Adjustments.The Plan Administrator may restrict the
deferral percentages elected by Participants if the Plan Administrator
determines such restriction is necessary to comply with Section 3.02, Section
3.04, Section 4.03 or Section 5.04.

In the event that the Actual Deferral Percentage of the Highly Compensated
Participants for any Plan Year exceeds the limitations prescribed in Paragraph
3.04(a), the Plan Administrator shall, within twelve (12) months after the end
of such year (and within two and one half (21⁄2) months after the end of such
year to avoid the excise tax under Code Section 4979), distribute the Excess
Salary Deferrals (plus any income and minus any loss allocable thereto) to such
Participants on the basis of the respective portions of the Excess Salary
Deferrals attributable to each such Participant and shall designate such
distribution as a distribution of Excess Salary Deferrals (plus any income and
minus any loss allocable thereto).

Effective January 1, 1997, the amount of any Excess Salary Deferrals of a
Highly Compensated Participant shall be determined by reducing contributions on
behalf of all such Participants in the order of their respective amounts of
Salary Deferrals, beginning with the highest such amount. The amount of Excess
Salary Deferrals with respect to a Highly Compensated Participant for any Plan
Year shall be reduced by the amount of excess deferrals previously distributed
to such Participant under Section 3.02 for the calendar year ending with or
within the Plan Year; provided, however, that notwithstanding the distribution
of an excess deferral in accordance with Section 3.02 to a Highly Compensated
Participant, such distributed amount shall be taken into account under Section
4.03.

19



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##### 



Excess Salary Deferrals shall be adjusted for any income or loss up to the
date of distribution. The income or loss allocable to Excess Salary Deferrals
shall be determined by the same manner in which income or loss is allocated to
Participants Aggregate Accounts under Article V of the Plan.

Notwithstanding the foregoing provisions of this Section to the contrary,
in lieu of distributing Excess Salary Deferrals (plus any income and minus any
loss allocable thereto), the Company may make Qualified Nonelective
Contributions to the Plan.

Notice of Rights and Obligations.No earlier than 90 days and no later
than 30 days before the beginning of each Plan Year, the Plan Administrator
shall provide each Eligible Employee who meets the participation requirements
of Section 2.01(a) with a written notice of his or her rights and obligations
under the Plan. Notwithstanding the foregoing to the contrary, with respect to
an Eligible Employee who does not receive the notice within the period
described in the preceding sentence because he or she becomes eligible to
participate in the Plan after the 90th day before the beginning of the Plan
Year, the Plan Administrator shall provide such notice during the 90-day period
ending on the date such Employee meets the participation requirements of
Section 2.01(a). The notice shall meet the content requirement of Section V.C.
of IRS Notice 98-52, as modified by Q&A-8 of Section III of IRS Notice 2000-3
and any subsequent guidance.

In the event Section 4.01(a) is amended to reduce or eliminate Matching
Contributions during a Plan Year, the Plan Administrator shall provide each
Eligible Employee who meets the participation requirements of Section 2.01(a)
with a supplemental notice that (a) explains the consequences of the amendment,
(b) discloses the effective date of the reduction or elimination of Matching
Contributions and (c) discloses that he or she has a reasonable opportunity
(including a reasonable period) prior to the reduction or elimination of
Matching Contributions to change his or her Salary Deferral election.

In lieu of providing any notice described in this Section to an Eligible
Employee on a written paper document, the Plan Administrator may provide such
notice through an electronic medium that is reasonably accessible to the
Eligible Employee, provided the system under which the electronic notice is
provided satisfies the requirements of Q&A-7 of Section III of IRS Notice
2000-3.

Catch-Up Contributions.All Eligible Employees who are eligible to make
Salary Deferrals under this Plan and who have attained age fifty (50) before
the close of the Plan Year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of, Code Section 414(v). Such
catch-up contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Code Sections
402(g) and 415. The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of Code Sections
401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable,
by reason of the making of such catch-up contributions.

Notwithstanding any other provision of the Plan to the contrary, no
Matching Contribution shall be allocated with respect to any catch-up
contribution.

20



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Rollover Contributions.An Eligible Employee who has received an Eligible
Rollover Distribution may transfer all or any portion of such distribution to
the Trust, provided the transfer is made to the Trust not later than the
sixtieth (60th) day following the day on which he or she received such
distribution. In addition, an Employee who receives a distribution from an
individual retirement account (within the meaning of Section 408(a) of the
Code) that is attributable solely to an Eligible Rollover Distribution may
transfer the entire amount distributed to the Trust, provided the transfer is
made to the Trust not later than the sixtieth (60th) day following the day on
which he or she received such distribution. Notwithstanding the foregoing to
the contrary, an Employee who has received an Eligible Rollover Distribution
solely by reason of the death of his or her spouse, or a distribution from an
individual retirement account (as hereinabove defined) of amounts received by
reason of the death of his or her spouse, may not transfer any portion of such
distribution to the Trust. Before January 1, 1997, the amount transferred to
the Trust under this Section must be one thousand dollars ($1,000) or more.

A rollover contribution shall be credited to a Rollover Contributions
Account on behalf of the contributing Employee, and such Employee shall have a
fully vested and nonforfeitable interest in his or her Rollover Contributions
Account.

An Eligible Employee who has made a rollover contribution in accordance
with this Section who has not otherwise become a Participant shall become a
Participant coincident with such rollover contribution, provided that such
Participant shall not have a right to defer Earnings or to share in any
Matching Contributions until he or she has otherwise satisfied the eligibility
requirements imposed by Article II.

Effective October 31, 2001, with respect to an Eligible Employee who was
employed on such date by MetroWest Bank or Andover Savings Bank, if the
Employee elects a direct rollover to this Plan of his or her vested interest in
the SBERA 401(k) Plan as Adopted by MetroWest Bank or the SBERA 401(k) Plan as
Adopted by Andover Savings Bank, and his or her vested interest in the
applicable plan includes any outstanding loans that are not in default, then he
or she may transfer such unpaid loans to this Plan. The promissory note(s)
evidencing such loan(s) shall be assigned to this Plan, and the Participants
obligation thereunder shall be as set forth in Section 8.03.

Effective August 1, 2002, with respect to an Eligible Employee who was a
participant in the SBERA 401(k) Plan as Adopted by IpswichBank (IpswichBank
Plan), if the Employee elects a direct rollover to this Plan of his or her
vested interest in the IpswichBank Plan, and his or her vested interest in such
plan includes any outstanding loans that are not in default, then he or she may
transfer such unpaid loans to this Plan. The promissory note(s) evidencing
such loan(s) shall be assigned to this Plan, and the Participants obligation
thereunder shall be as set forth in Section 8.03.

COMPANY CONTRIBUTIONS

Company Contributions.For each Plan Year, in addition to Salary
Deferrals under Section 3.01, the Company shall contribute to the Plan:

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Fixed Contributions, in the amount required to allocate Matching
Contributions to each Participant entitled to receive such contributions
for the Plan Year at the rate, for pay periods ending on or after October
1, 2001, of one dollar ($1.00) for each one dollar ($1.00) of Salary
Deferrals made on behalf of the Participant up to three percent (3%) of
his or her Earnings while a Participant; plus fifty cents ($0.50) for
each one dollar ($1.00) of Salary Deferrals made on his or her behalf in
excess of three percent (3%) and not exceeding six percent (6%) of such
Earnings while a Participant.

Notwithstanding the foregoing, however, no Matching Contribution shall be
allocated with respect to any excess deferral under Section 3.02, any Excess
Salary Deferral under Section 3.04, or any Salary Deferral that is returned to
the Participant pursuant to Section 5.04; and provided further that the Fixed
Contributions for a Plan Year shall not be less than the sum of any required
principal and interest payments on all Acquisition Loans.

(b)  Discretionary Contributions, if any, in such amount as may be
determined by the Board; and

(c)  the Qualified Nonelective Contributions, if any, to be made on behalf
of non-Highly Compensated Employees in an amount that enables the Plan to
satisfy the requirements set forth in Section 3.04 or 4.03.

Time and Form of Company Contributions.

(a)  Fixed Contributions and Discretionary Contributions, if any, with
respect to any Plan Year shall be paid to the Trust at such time or times as
may be determined by the Company, but not later than the date prescribed by law
for filing the Companys federal income tax return for its taxable year which
ends with or within such Plan Year, including extensions which have been
granted for filing such return; provided that amounts contributed to allocate
Matching Contributions with respect to Salary Deferrals made during a Plan Year
quarter shall be paid to the Trust no later than the last day of the following
Plan Year quarter. Qualified Nonelective Contributions, if any, with respect
to any Plan Year shall be paid to the Trust within twelve (12) months after the
end of such Plan Year.

(b)  Contributions shall be made in cash or in shares of Stock (including
Treasury shares or authorized by unissued shares) to the extent that
contributions are to be invested in the Company Stock Fund, as determined by
the Company in its sole discretion, provided that Fixed Contributions are paid
in cash in such amounts (and at such times, notwithstanding Paragraph (a)) as
may be needed to provide the Trust Fund with cash sufficient to pay any
currently maturing debt service obligation, including interest as well as
principal, of the Trust Fund with respect to any Acquisition Loan. If and to
the extent that a contribution is made in shares of Stock, the value of the
shares of Stock for purposes of determining the amount of the contribution
shall be the Fair Market Value of such shares on the trading day next following
the day on which such contributions are delivered to the Trustee.

22



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Special Rules for Matching Contributions.For purposes of this Section
and Code Sections 401(a)(4) and 410(b), the Safe Harbor Match Portion of the
Plan shall be disaggregated from the Early Participant Match Portion of the
Plan. Notwithstanding any other provision of the Plan to the contrary, the
Safe Harbor Match Portion of the Plan shall be treated as meeting the
requirements of Paragraph (a) with respect to any Plan Year beginning on or
after January 1, 2003, for which such portion of the Plan meets the
requirements of Code Section 401(m)(11). In the event Section 4.01(a) is
amended to reduce or eliminate Matching Contributions during a Plan Year such
that the contribution requirements of Code Sections 401(k)(12)(B) and
401(m)(11) cease to be satisfied, Paragraph (a) shall apply to the Safe Harbor
Portion of the Plan with respect to the entire Plan Year.

(a)  The Average Contribution Percentage for Highly Compensated
Participants for any Plan Year commencing after December 31, 2002, shall not
exceed the greater of:



| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | (i) the Average Contribution Percentage for all other Participants
for such Plan Year multiplied by 1.25; or



| |                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) the lesser of the Average Contribution Percentage for all other
Participants for such Plan Year multiplied by 2, or the Average
Contribution Percentage for such Participants for the preceding Plan Year
plus two percent (2%).

(b)  For purposes of this Section, if two or more qualified plans
maintained by the Company or any of its Affiliates are treated as one plan to
meet the requirements of Section 401(a)(4), Section 410(b) or Section 401(m) of
the Code, such plans shall be treated as a single plan. If a Highly
Compensated Participant participates in any other qualified plan maintained by
the Company to which Matching Contributions or Employee contributions are made,
all such contributions for Plan Years ending with or within the same calendar
year shall be aggregated for purposes of this Section. If a Highly Compensated
Participant participates in two or more cash or deferred arrangements that have
different plan years, all cash or deferred arrangements ending with or within
the same calendar year shall be treated as a single arrangement. For Plan
Years beginning after December 31, 1989, plans may be aggregated in order to
satisfy Section 401(m) of the Code only if they have the same plan year.

(c)  To the extent Salary Deferrals are taken into account under this
Section, any Salary Deferrals returned to a Participant pursuant to Section
5.04 shall be disregarded for purposes of Paragraph (a).

(d)  Notwithstanding Article IX to the contrary, any Matching Contribution
that is attributable to an excess deferral under Section 3.02 or an Excess
Salary Deferral shall be forfeited and shall be disregarded for purposes of
Paragraph (a). Such forfeitures shall be used to reduce future Matching
Contributions.

(e)  For purposes of this Section, Matching Contributions shall be treated
as made for a Plan Year if such contributions are made no later than the end of
the twelve (12) month period beginning on the day after the close of the Plan
Year. The Company shall maintain records sufficient to demonstrate
satisfaction of this Section and the amount of any Salary Deferrals taken into
account under this Section. The determination and treatment of the individual

23



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contribution percentage of any Participant shall satisfy such other
requirements as may be prescribed by the Secretary of the Treasury.

(f)  In the event that the Average Contribution Percentage of the Highly
Compensated Participants for any Plan Year on or after the Effective Date
exceeds the limitation of Paragraph (a) above, the Plan Administrator shall,
within two and one half (21⁄2) months after the end of such year, distribute
the Excess Aggregate Contributions (plus any income and minus any loss
allocable thereto) to such Participants on the basis of the respective portions
of the Excess Aggregate Contributions attributable to each such Participant and
shall designate such distribution as a distribution of Excess Aggregate
Contributions (plus any income and minus any loss allocable thereto).

(g)  Excess Aggregate Contributions shall be adjusted for any income or
loss up to the date of distribution. The income or loss allocable to Excess
Aggregate Contributions shall be determined in the same manner in which income
or loss is allocated to Participants Aggregate Accounts under Article V.

(h)  The amount of Excess Aggregate Contributions of any Highly Compensated
Participant shall be determined by reducing contributions on behalf of all such
Participants in the order of their respective amounts, beginning with the
highest such amount. The determination of the amount of Excess Aggregate
Contributions with respect to the Plan shall be made after first determining
the amount of excess deferrals under Section 3.02 and second determining the
amount of Excess Salary Deferrals under Section 3.04.

(i)  Notwithstanding the foregoing provisions of this Section to the
contrary, in lieu of distributing Excess Aggregate Contributions (plus any
income and minus any loss allocable thereto) to Highly Compensated Participants
in order to comply with Paragraph (a) above for any Plan Year, the Company may
make Qualified Nonelective Contributions as provided in Section 4.01(c).

Return of Contributions to the Company.Notwithstanding any other
provisions of the Plan to the contrary:

(a)  Contributions to the Plan by the Company are contingent upon their
deductibility under Section 404 of the Code. To the extent that a deduction
for any contribution hereunder is disallowed, such contribution shall, upon the
written demand of the Company, be returned to the Company by the Trustee within
one year after the date of disallowance, reduced by any net losses of the Trust
Fund attributable thereto but not increased by any net earnings of the Trust
Fund attributable thereto.

(b)  If any contribution to the Plan is made as a result of a mistake of
fact, such contribution shall, upon the written demand of the Company, be
returned to the Company by the Trustee no later than one (1) year after the
payment thereof, reduced by any net losses of the Trust Fund attributable
thereto but not increased by any net earnings of the Trust Fund attributable
thereto. The portion of any contribution returned to the Company in accordance
with this Section that represents Salary Deferrals shall be paid promptly to
the Participants on whose behalf such deferrals were made.

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Maximum Contributions.In no event shall the contributions made by the
Company for any Plan Year exceed the maximum amount that the Company is
permitted to deduct for federal income tax purposes or cause the Annual
Addition (as defined in Section 5.04) for any Participant to exceed the amount
permitted under the Plan.

ALLOCATIONS

Suspense Accounts.

(a)  All contributions and net income (or net loss) of the Trust Fund shall
be held in a suspense account until allocated to Participants Aggregate
Accounts under this Article or applied by the Trustee (as directed by the Plan
Administrator) to make payments of principal or interest on any Acquisition
Loan.

(b)  Any Financed Shares acquired with the proceeds of an Acquisition Loan
or a prior Acquisition Loan refinanced with a new Acquisition Loan, whether or
not pledged to secure repayment of an Acquisition Loan, must be credited to a
separate account (the Acquisition Loan Suspense Account) and not to any
Participants account. A number of shares of Stock equal to the number of
Financed Shares released from the pledge securing the repayment of an
Acquisition Loan (or, in the case of Financed Shares credited to the
Acquisition Loan Suspense Account that are not pledged to secure repayment of
an Acquisition Loan, that would have been so released had those Financed Shares
been so pledged), must be withdrawn from the Acquisition Loan Suspense Account
as of the Valuation Date next following the date on which the release occurs
(or would have occurred) and must be allocated to the ESOP Accounts of the
Participants as of that Valuation Date in the manner provided for in Section
5.02(b).

Allocation of Contributions.

(a)  Salary Deferrals shall be allocated to each Participants Salary
Deferral Contribution Account in an amount equal to each such Participants
designated percentage of deferred Earnings effective no later than the last day
of the Calendar Quarter in which such contributions were paid to the Trustee.

(b)  Fixed Contributions shall be allocated to each Participants Matching
Contribution Account in the amount determined under Section 4.03(a) effective
no later than the last day of the Calendar Quarter in which such contributions
were paid to the Trustee. Notwithstanding the preceding sentence, in the event
that Fixed Contributions are applied by the Trustee to make payments of
principal or interest on any Acquisition Loan, a number of shares of Stock
equal to the number of Financed Shares released from the pledge securing
repayment of the Acquisition Loan by such application of Fixed Contributions
shall be allocated to each Participants ESOP Account as such Matching
Contributions, and the remainder of such contributions, if any, shall be
allocated in accordance with Paragraph (c). The value of the shares of Stock
for purposes of determining the allocation of Matching Contributions and
Discretionary Contributions, if any, shall be the average price per share (net
of brokerage fees and transfer fees) of Stock sold by the Trustee for all
Participants who have elected pursuant to Section 6.02(c) to reinvest shares of
Stock allocated as such contributions for the payroll period in which the
contributions are made.

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(c)  Discretionary Contributions shall be allocated to the Discretionary
Contributions Account of each Eligible Employee in the same proportion that his
or her Earnings while a Participant for the applicable Plan Year bear to the
total Earnings while a Participant of all Eligible Employees who are eligible
to participate in allocations of Discretionary Contributions under Section
2.01(b) for such Plan Year effective no later than the last day of the Calendar
Quarter in which such contributions were paid to the Trustee.

(d)  Qualified Nonelective Contributions shall be allocated to the Salary
Deferral Contribution Account of each Participant who is a non-Highly
Compensated Employee in the same proportion that his or her Earnings while a
Participant for the applicable Plan Year bear to the total Earnings while a
Participant of all Participants who are non-Highly Compensated Employees for
such Plan Year effective no later than the last day of the Calendar Quarter in
which such contributions were paid to the Trustee.

(e)  Rollover Contributions made by a Participant under Section 3.06 shall
be allocated to his or her Rollover Contribution Account as of the Valuation
Date next following the receipt of such contribution by the Trustee.

Allocation of Net Income or Loss.

(a)  As of each Valuation Date, the Trustee shall determine the fair market
value of the Trust Fund assets and the net income (or net loss) of the Trust
Fund. The net income (or net loss) of each investment fund within the Trust
Fund since the next preceding Valuation Date shall be ascertained by the
Trustee and shall be determined on the accrual basis of accounting; provided,
however, that such net income (or net loss) shall include any net increase or
net decrease in the value of the assets of each such Fund since the next
preceding Valuation Date to the extent not otherwise accrued. As soon as is
practicable after each Valuation Date, the Trustee shall deliver to the Plan
Administrator a written statement of such determination.

(b)  For purposes of allocations of net income (or net loss) of the Trust
Fund, a Participants accounts shall be divided into subaccounts to reflect the
investment of such accounts under Article VI. As of each Valuation Date, the
Plan Administrator shall adjust such accounts of each Participant as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The net income (or net loss) of each investment fund, separately
and respectively, shall be allocated among the corresponding subaccounts
of the Participants who had such corresponding subaccounts on the next
preceding Valuation Date and each such corresponding subaccounts on such
date; provided, however, that the value of such subaccounts as of the
next preceding Valuation Date shall be reduced by the amount of any
withdrawals or distributions made therefrom since the next preceding
Valuation Date.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) The net appreciation (or net depreciation) in the value of the
ESOP Assets (as defined in Section 6.04) shall be determined by taking
into account expenses of the Plan with respect to such assets and
excluding cash dividends with respect to shares of Stock allocated to the
ESOP Accounts of the Participants as of the record date for which such
dividends are declared, cash dividends with respect to shares of Stock
allocated to

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| |                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the Acquisition Loan Suspense Account as of the record date for which
such dividends are declared to the extent that such dividends are applied
to pay principal and/or interest on an Acquisition Loan, and any other
amount applied to pay principal and/or interest on an Acquisition Loan.                                              
|
| | (iii) Each Participants accounts shall continue to receive
allocations under this Section so long as there is a balance in such
accounts; provided, however, that the value of such accounts as of the
next preceding Valuation Date shall be reduced by the amount of any
payments made therefrom since the next preceding Valuation Date.

Limitation on Allocations.

(a)  For purposes of this Section, the following terms and phrases shall
have the meanings specified below:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Annual Addition means, with respect to each Participant for
any Limitation Year, the sum of (A) the Salary Deferrals allocated to the
Participants Aggregate Account for the year; (B) the Company
Contributions allocated to the Participants Aggregate Account for the
year; provided that, to the extent permitted by Section 415(c)(6) of the
Code, the portion, if any, of a Fixed Contribution applied to pay
interest on one or more Acquisition Loans not later than the time
prescribed by law (including permitted extensions of time) for filing the
Companys federal income tax return for the fiscal year for which the
contribution is made will not be taken into account for purposes of this
clause (B); (C) any forfeitures allocated to the Participants Aggregate
Account for the year; provided that, to the extent permitted by Section
415(c)(6) of the Code, forfeitures will not be taken into account for
purposes of this clause (C) to the extent that the forfeitures consist of
shares of Stock purchased with the proceeds of one or more Acquisition
Loans; and (D) any other amounts treated as an annual addition in
accordance with Section 415(c)(2) of the Code.



| |                                            
| | -------------------------------------------
| | (ii) Limitation Year means the Plan Year.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Maximum Annual Additions means, for any Participant for any
Limitation Year beginning after December 31, 2001, and except to the
extent permitted under Section 3.07 and Code Section 414(v), the lesser
of (A) forty thousand dollars ($40,000), as adjusted for increases in the
cost-of-living under Code Section 415(d); or (B) one hundred percent
(100%) of such Participants Section 415 Compensation during such year,
except the limitation in this Clause (B) shall not apply to any
contribution for medical benefits (within the meaning of Code Sections
401(h) or 419A(f)(2)) after a Participants termination of employment
with the Company or an Affiliate which is otherwise treated as an Annual
Addition.

(b)  Notwithstanding any other provision in the Plan regarding the
allocation of contributions, under no circumstances shall the Annual Additions
credited to a Participants Aggregate Account for any Limitation Year exceed
the Maximum Annual Additions for such Participant for such year. If, as a
result of a reasonable error in estimating a Participants Earnings or because
of other limited facts and circumstances, the Annual Additions which would

27



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be credited to a Participants Aggregate Account for a Limitation Year would
nonetheless exceed the Maximum Annual Additions for such Participant for such
year, the excess Annual Additions which, but for this Section, would have been
allocated to such Participants Aggregate Account shall be disposed of as
follows:



| |                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Any such excess Annual Additions in the form of Salary
Deferrals, shall, to the extent such amounts would have otherwise been
allocated to such Participants Salary Deferral Contribution Account, be
returned to the Participant;



| |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Any such excess Annual Additions in the form of Fixed
Contributions remaining in the Plan after the application of Paragraph
(b)(i) above, shall, to the extent such amounts would have otherwise been
allocated to such Participant as Matching Contributions, be allocated
instead to a suspense account and shall be held therein until used to
reduce future contributions in the same manner as a forfeiture;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Any such excess Annual Additions in the form of Discretionary
Contributions remaining in the Plan after the application of Paragraphs
(b)(i) and (ii) above, shall, to the extent such amounts would have
otherwise been allocated to such Participants Discretionary Contribution
Account, be allocated instead to a suspense account and shall be held
therein until used to reduce future contributions in the same manner as a
forfeiture; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) Any such excess Annual Additions in the form of Qualified
Nonelective Contributions remaining in the Plan after the application of
Paragraphs (b)(i), (ii) and (iii) above, shall be allocated instead to a
suspense account and shall be held therein until allocated to such
Participants Salary Deferral Contribution Account in future Limitation
Years before any Salary Deferrals or Qualified Nonelective Contributions
are made to the Plan on behalf of such Participant.

(c)  If a suspense account is in existence at any time during a Limitation
Year pursuant to this Section, it will not participate in allocations of the
net income (or net loss) of the Trust Fund.

(d)  For purposes of determining whether the Annual Additions under this
Plan exceed the limitations herein provided, all defined contribution plans of
the Company and its Affiliates shall be treated as one defined contribution
plan. If the Annual Additions credited to a Participants Aggregate Account
for any Limitation Year under this Plan plus the additions credited on his or
her behalf under other defined contribution plans required to be aggregated
pursuant to this Paragraph would exceed the Maximum Annual Additions for such
Participant for such Limitation Year, the Annual Additions under this Plan and
the additions under such other plans shall be reduced first, in this Plan, from
Salary Deferrals above six percent (6%) of Earnings and then, as necessary, on
a pro rata basis and allocated, reallocated or returned in accordance with
applicable plan provisions regarding Annual Additions in excess of Maximum
Annual Additions.

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(e)  Effective for Limitation Years beginning before January 1, 2000, in
the case of a Participant who also participates in a defined benefit plan of
the Company or an Affiliate, the Annual Additions credited to the Aggregate
Account of such Participant shall be reduced to the extent necessary to prevent
the limitations set forth in Section 415(e) of the Code from being exceeded;
provided, however, that this Paragraph (e) shall not be operative to the extent
that such defined benefit plan provides for a reduction of benefits thereunder
to ensure that the limitation set forth in Section 415(e) of the Code is not
exceeded.

INVESTMENT OF CONTRIBUTIONS IN GENERAL

Investment Funds.The Trustee shall establish a Company Stock Fund in
accordance with Section 7.01 and one or more other Investment Funds, as the
Plan Administrator shall from time to time direct. Each Investment Fund, other
than the Company Stock Fund, shall be invested, as the Plan Administrator shall
direct:

(a)  at the discretion of the Trustee in accordance with such investment
guidelines and objectives as may be established by the Plan Administrator for
such Investment Fund;

(b)  at the discretion of a duly appointed Investment Manager in accordance
with such investment guidelines and objectives as may be established by the
Plan Administrator; or

(c)  in such investments as the Plan Administrator may specify for such
Investment Fund.

The Plan Administrator may from time to time change its direction with
respect to any Investment Fund and may, at any time, eliminate any Investment
Fund. Whenever an Investment Fund is eliminated, the Trustee shall promptly
liquidate the assets of such Investment Fund and reinvest the proceeds thereof
in accordance with the direction of the Plan Administrator.

The Trustee shall transfer to each Investment Fund such portion of the
assets of the Trust as the Plan Administrator may from time to time direct in
accordance with the terms of the Plan. All interest, dividends and other
income received with respect to, and any proceeds realized from the sale or
other disposition of, assets held in any Investment Fund shall be credited to
and reinvested in such Investment Fund, and all expenses properly attributable
to any Investment Fund shall be paid therefrom unless paid by the Company.

Investment of Contributions.

(a)  On and after the Effective Date, each Participant may direct that
contributions made on his or her behalf shall be invested in any one or more of
the Investment Funds, provided that no Participant shall be permitted to
reinvest any portion of contributions to his or her ESOP Account if the Trustee
determines that reinvestment would cause the ESOP Assets (as defined in Section
7.01) to fail to be invested primarily in Stock. An investment direction shall
be made by such written, telephonic or electronic means as shall be prescribed
by the Plan Administrator.

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A Participants investment direction, if received by the Plan
Administrator prior to the date he or she commences participation, shall be
effective as of said date. If a Participant does not make an investment
direction or an investment direction is not received by the Plan Administrator
before the Participant commences participation, contributions on behalf of such
Participant to his or her ESOP Account shall remain invested in Stock and all
other contributions shall be invested in the fund which presents the least risk
of loss as determined by the Plan Administrator. An investment direction
received by the Plan Administrator after the date a Participant commences
participation shall be effective as soon as practicable following receipt by
the Plan Administrator (or by the person or persons specified by the Plan
Administrator).

(b)  A Participant may modify an investment direction to have future
contributions on his or her behalf invested in the Investment Funds in
proportions other than those previously elected, by such written, telephonic or
electronic means as shall be prescribed by the Plan Administrator. A
modification shall be effective as soon as practicable following receipt by the
Plan Administrator (or by the person or persons specified by the Plan
Administrator).

(c)  A Participant may elect to reinvest all or a portion of the balance
credited to one or more of his or her accounts in any one or more of the
Investment Funds; provided that he or she may not reinvest any portion of the
balance credited his or her ESOP Account that is attributable to payments of
principal and interest on an outstanding Acquisition Loan on or after the
Effective Date; and provided further that no Participant shall be permitted to
reinvest any portion of such account if the Trustee determines that
reinvestment would cause the ESOP Assets (as defined in Section 7.01) to fail
to be invested primarily in Stock. An election to reinvest shall be made by
such written, telephonic or electronic means as shall be prescribed by the Plan
Administrator, and shall be effective as soon as practicable after receipt by
the Plan Administrator (or by the person or persons specified by the Plan
Administrator).

Valuation of Investment Funds.As of each Valuation Date, the Trust Fund,
and each of the investment funds comprising the Trust Fund, shall be valued on
the basis of its current fair market value. For purposes of allocating
accruals pursuant to Section 5.03, the Trust Fund and each of the investment
funds of the Trust Fund shall be valued as of a Valuation Date as if each
contribution to, reallocation to, reallocation out of, or benefit payment out
of the Trust Fund made after the last preceding Valuation Date had been made
immediately following the valuation of the Trust Fund then being made.

EMPLOYEE STOCK OWNERSHIP; ACQUISITION LOANS

Company Stock Fund.Effective January 1, 2004, the Trustee shall
establish the following two sub-funds under the Company Stock Fund:

(a)  The Company Stock Fund (non-ESOP) shall consist of all amounts held
by the Plan that are invested in Stock that are attributable to Salary
Deferrals and Company Contributions for the current Plan Year.

(b)  The Company Stock Fund (ESOP) shall be an employee stock ownership
plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code of
1986, as amended, and shall consist of all amounts held by the Plan that are
invested in Stock that are not

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attributable to Salary Deferrals and Company Contributions for the current
Plan Year. Such amounts (together with any Acquisition Loan Suspense Account)
shall be the ESOP Assets under the Plan.

As soon as practicable following the last day of each Plan Year, the
contributions attributable to such Plan Year that are invested in the Company
Stock Fund (non-ESOP), adjusted for gains or losses, shall automatically be
transferred to the Company Stock Fund (ESOP).

The Trustee shall invest the Company Stock Fund (non-ESOP) and the ESOP
Assets in accordance with the Plan and Trust Agreement and the applicable
provisions of the Code, ERISA, and (excluding the Company Stock Fund
(non-ESOP)) any other laws affecting tax qualified pension benefit plans
designed to qualify as employee stock ownership plans; provided that, in
aggregate, the ESOP Assets shall be invested primarily in Stock.

Acquisition Loans.The Company may direct the Trustee to incur
Acquisition Loans from time to time to finance the acquisition by the Trust
Fund of shares of Stock or to repay a prior Acquisition Loan. An Acquisition
Loan may be made by a Party in Interest and may be guaranteed by the Company or
one or more Affiliates. Any Acquisition Loan must be primarily for the benefit
of the Participants and their Beneficiaries. In furtherance of the foregoing:

(a)  The interest rate payable with respect to any Acquisition Loan and the
price of any Stock to be acquired with the proceeds thereof must not be such
that the Trust Fund might be drained off (as such term is used in the
applicable regulations under Section 4975 of the Code), and the terms of any
Acquisition Loan, whether or not the lender is a Party in Interest, must at the
time such Acquisition Loan is made be at least as favorable to the Trust Fund
as the terms of a comparable loan resulting from arms length negotiations
between independent parties would be. An Acquisition Loan must be for a
specific term, must bear a reasonable rate of interest, and must not be payable
upon demand except in the event of a default; however, if the lender of the
Acquisition Loan is a disqualified person within the meaning of Section
4975(e)(2) of the Code, the Acquisition Loan must be payable upon demand in the
event of a default only to the extent of any default in any required payments
due and payable under that Acquisition Loan (without regard to any rights of
acceleration on the part of the lender).

(b)  An Acquisition Loan may be secured by a collateral pledge of the
Financed Shares acquired with the proceeds of that Acquisition Loan (or any
prior Acquisition Loan repaid with the proceeds from the Acquisition Loan);
however, no lender or guarantor of an Acquisition Loan that is a Participating
Employer or an Affiliate may have any rights or recourse with respect to the
Financed Shares, if any, pledged as collateral to secure the repayment of that
Acquisition Loan. No other assets of the Trust Fund (including any other
shares of Stock held as part of the Trust Fund) may be pledged as collateral
for an Acquisition Loan, and no Acquisition Loan lender shall have recourse
against the Plan, the Trustee, or any assets of the Trust Fund, other than any
Financed Shares pledged to secure that Acquisition Loan and not released from
that pledge as provided for in the second sentence immediately after this
sentence. Any pledge of Financed Shares as collateral for an Acquisition Loan
shall provide that the value of the Financed Shares that are subject to that
pledge and are transferred in satisfaction of the

31



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Acquisition Loan upon a default on that Acquisition Loan must not exceed the
amount of that default.

(c)  Any pledge of Financed Shares as collateral for an Acquisition Loan
must also provide for the release of the Financed Shares so pledged on a
pro-rata basis as principal and interest on such Acquisition Loan is paid by
the Trustee. Unless the Trustee elects to apply the special rule for releasing
Financed Shares under Treasury Regulation Section 54.4975-7(b)(8)(ii), the
number of Financed Shares to be released from any such pledge in any Plan Year
is to be determined by multiplying (i) the total number of Financed Shares
subject to that pledge immediately prior to the release for such Plan Year by
(ii) a fraction, the numerator of which is the amount of principal and interest
paid on that Acquisition Loan for the Plan Year and the denominator of which is
the sum of the numerator plus all principal and interest to be paid with
respect to that Acquisition Loan for all future years of the term of that
Acquisition Loan (without regard to any possible extensions or renewal
periods). In the event that the interest rate payable with respect to such
Acquisition Loan is variable, the interest to be paid in future years must be
determined for purposes of the preceding sentence as if the interest rate that
is applicable for that Acquisition Loan at the end of such Plan Year were to
remain in effect over the remaining term of that Acquisition Loan. If the
Trustee elects to apply the special rule for releasing Financed Shares, the
number of Financed Shares to be released from encumbrance is determined solely
with reference to principal payments. If the Trustee elects to apply the
special rule, however, three additional rules apply: the Acquisition Loan must
provide for annual payments of principal and interest at a cumulative rate that
is not less rapid at any time than level annual payments of the amount for ten
(10) years; the interest included in any payment is disregarded only to the
extent that it would be determined to be interest under standard loan
amortization tables; and the special rule is inapplicable from the time that by
reason of a renewal, extension, or refinancing the sum of the expired duration
of the Acquisition Loan, the renewal period, the extension period, and the
duration of a new Acquisition Loan exceeds ten (10) years.

(d)  Payments of principal or interest on any Acquisition Loan must be made
by the Trustee (as directed by the Plan Administrator) only from Company
Contributions paid in cash to enable the Trustee to repay the Acquisition Loan,
any earnings of the Trust Fund attributable to such contributions, and any
earnings received by the Trust Fund on Financed Shares pledged to secure the
repayment of the Acquisition Loan. Payments of principal or interest for any
Acquisition Loan during any Plan Year must not exceed (i) the sum of the
following for that Plan Year and all prior Plan Years: the aggregate Company
Contributions paid in cash to enable the Trustee to repay one or more
Acquisition Loans; any earnings of the Trust Fund attributable to such
contributions; and any earnings attributable to Financed Shares pledged to
secure one or more Acquisition Loans; (ii) less all payments of principal or
interest made with respect to Acquisition Loans in earlier Plan Years.

Purchase of Stock.

(a)  Whenever required by the terms of the Plan or the Participants
investment directions under Article VI, the Trustee shall purchase shares of
Stock from such source and in such manner as the Trustee may determine. If the
Trustee and the Company agree, any such shares may be purchased from the
Company and may either be treasury shares or authorized but unissued shares;
provided, however, that no shares of Stock purchased with the proceeds of an

32



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Acquisition Loan shall be purchased from a Participating Employer (other than
the Company) or any Affiliate. If shares of Stock are acquired by the Plan
other than on an exchange or other national market system, such shares shall be
purchased at prices that do not exceed Fair Market Value.

(b)  For purposes of crediting cash contributions invested in the Company
Stock Fund, the credit shall be based on the average cost per share (including
brokerage fees and transfer fees) of Stock purchased by the Trustee for all
Participants for the month in which the contributions were made, and for this
purpose contributions of shares of Stock shall be valued at the closing price
of such stock for the date of contributions, or, if no sale occurred on such
date, for the next preceding day on which a sale occurred.

(c)  Notwithstanding any other provision of this Section, the Trustee shall
not purchase shares of Stock during any period in which such purchase is, in
the opinion of counsel for the Company or the Plan Administrator, restricted by
any law or regulation applicable thereto. During such period, amounts that
would otherwise be invested in shares of Stock shall be invested in such other
assets as the Trustee may in its discretion determine, or the Trustee may hold
such amounts uninvested for a reasonable period pending the designated
investment.

Custody and Voting of Stock.

(a)  All shares of Stock acquired by the Trustee shall be held in the
possession of the Trustee or its designee until disposed of pursuant to
provisions of the Plan. Such shares may be registered in the name of the
Trustee or its nominee.

(b)  Each Participant (or, in the event of a Participants death, the
Participants Beneficiary) shall have the right, to the extent of shares of
Stock allocated to the Participants Aggregate Account, to direct the Trustee
in writing as to the manner in which to vote with respect to such shares of
Stock. Before each annual or special meeting of the shareholders of the
Company, the Plan Administrator shall cause to be sent to each Participant a
copy of the proxy solicitation material for the meeting, together with a form
requesting confidential instructions to the Trustee as to the voting of the
shares of Stock allocated to each Participants Aggregate Account, whether or
not vested. The Trustee, itself or by proxy, shall vote the shares of Stock in
such Aggregate Account in accordance with the instructions of the Participant;
provided, that if the Trustee determines (in its sole discretion) that
adherence to any such instructions is inconsistent with the discharge of its
fiduciary duties under ERISA, the Trustee shall vote the affected shares of
Stock in a manner consistent with the proper exercise of its fiduciary duties.
If the Trustee shall not have received instructions as to the manner in which
to vote any shares of Stock held in the Trust Fund (whether because
instructions have not been timely received or because the shares of Stock are
not allocated to any Participants Aggregate Account), the Trustee, itself or
by proxy, shall vote all such shares in a manner consistent with the proper
exercise of its fiduciary duties under ERISA, as determined in its sole
discretion.

Dividends on Stock.

(a)  Any stock dividends received with respect to Stock must be credited
pro rata to the Participant accounts (or, in the case of Financed Shares
securing the repayment of an Acquisition Loan, to the Acquisition Loan Suspense
Account) to which the corresponding shares

33



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of Stock on which the stock dividends are received are allocated as of the
record date for which the stock dividends are declared.

(b)  Any cash dividends received on shares of Stock allocated to
Participant accounts as of the record date on which the dividends are declared
shall be allocated to the accounts of the Participants to whose accounts those
shares of Stock are allocated as of the record date for which such cash
dividends are declared. Any cash dividends received on shares of Stock
allocated to an Acquisition Loan Suspense Account shall be allocated to such
account; provided that such cash dividends may be applied by the Trustee to pay
principal or interest on an Acquisition Loan as described in Code Section
404(k)(2)(c) Any cash dividends received on shares of Stock either not
allocated to Participant accounts or not allocated to the Acquisition Loan
Suspense Account as of the record date for which the dividends are declared
shall be included in the computation of net income (or loss) of the Trust Fund
and allocated as set forth in Section 5.03.

(c)  Notwithstanding Paragraph (b), any cash dividends received on shares
of Stock allocated to a Participants ESOP Account as of the record date on
which the dividends are declared shall, at the election of the Participant or
his or her Beneficiary, either: (i) be paid by the Company in cash to the
Participant or Beneficiary, or, at the discretion of the Plan Administrator,
paid by the Company to the Trust and distributed from the Trust to the
Participant or his or her Beneficiary, not later than ninety (90) days after
the close of the Plan Year in which paid to the Plan; or (ii) be paid to the
Plan and reinvested in Stock. The Plan Administrator shall determine the
scope, manner and timing of the elections, dividend payments or distributions,
and reinvestment in Stock described in this Paragraph (c) in any manner that is
consistent with Code Section 404(k) and other applicable provisions of the Code
and ERISA.

Forfeitures of Stock.Notwithstanding any other provision of the Plan to
the contrary, any Stock that was acquired with the proceeds of an Acquisition
Loan and was forfeited during a Plan Year shall be allocated to the ESOP
Accounts, as of the last day of the Plan Year, as follows: first, an amount
sufficient to restore forfeitures as provided in Section 9.03 and second, the
remainder of such forfeitures among the ESOP Accounts in the same proportion
that each Participants Compensation for the Plan Year bears to the total
Compensation of all Participants who either (a) are credited with one Year of
Service for the Plan Year and are employed by the Employer or an Affiliate on
the last day of the Plan Year or (b) terminated employment during the Plan Year
on account of death, retirement or Disability.

Stock Splits and Other Capital Reorganizations.Except to the extent
necessary to restore forfeitures, any shares of Stock received as a result of a
Stock split, reorganization or other recapitalization of the Company shall be
allocated in the same manner as the shares of Stock to which any proceeds in
such transaction are attributable.

Tender of Stock.

(a)  Each Participant (or, in the event of a Participants death, the
Participants Beneficiary) shall have the right, to the extent of shares of
Stock allocated to the Participants Aggregate Account, to direct the Trustee
in writing as to the manner in which to respond to a tender or exchange offer
with respect to Stock. The Plan Administrator shall utilize its best efforts
to timely distribute or cause to be distributed to each Participant such
information as will

34



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be distributed to shareholders of the Company in connection with any such
tender or exchange offer. The Trustee shall respond to the tender or exchange
offer with respect to the shares of Stock in each Participants Aggregate
Account in accordance with the instructions of the Participant; provided, that
if the Trustee determines (in its sole discretion) that adherence to any such
instructions is inconsistent with the discharge of its fiduciary duties under
ERISA, the Trustee shall respond to the tender or exchange offer with respect
to the affected shares of Stock in a manner consistent with the proper exercise
of its fiduciary duties. If the Trustee shall not have received instructions
as to the manner in which to respond to a tender or exchange offer with respect
to any shares of Stock held in the Trust Fund (whether because instructions
have not been timely received or because the shares of Stock are not allocated
to any Participants Aggregate Account), the Trustee, itself or by proxy, shall
vote all such shares in a manner consistent with the proper exercise of its
fiduciary duties under ERISA, as determined in its sole discretion.

(b)  Cash proceeds received by the Trustee from the sale or exchange of any
shares of Stock under this Section shall be invested by the Trustee in one or
more other Investment Funds in ten percent (10%) increments, in accordance with
directions obtained from Participants at the time of the receipt of such
proceeds, which directions shall be independent of the investment directions
made by the Participants pursuant to Section 6.02 hereof. If timely investment
direction is not received from a Participant, such Participants interest in
such cash proceeds shall be invested in the fund that presents the least risk
of loss as determined by the Plan Administrator.

(c)  Any decision by a Participant to tender (or not tender) or to exchange
(or not exchange) under Paragraph (a) of this Section and any direction made by
a Participant under Paragraph (b) of this Section shall constitute an exercise
of control by the Participant over the assets credited to his or her Aggregate
Account within the meaning of Section 404(c) of ERISA. Each Participant who so
exercises such control shall, by such exercise, release and agree, on the
Participants own behalf and on behalf of the Participants Beneficiary, to
indemnify and hold harmless the Trustee, the Company and the Plan
Administrator from and against any claim, demand, loss, liability, cost or
expense (including reasonable attorneys fees) caused by or arising out of such
exercise, including without limitation any diminution in value or losses
incurred from such exercise.

Special Restrictions on Insiders.Notwithstanding any other provision of
the Plan to the contrary, each transaction involving shares of Stock allocated
to the Aggregate Account of an Insider (including any investment or
reinvestment election under the Plan) shall comply with all applicable
requirements of Section 16(b) of the Securities Exchange Act of 1934, as
amended, the regulations thereunder, and any successor thereto. The Committee
shall be responsible for developing administrative rules to carry out this
provision.

Option to Require Employer to Purchase Stock.

(a)  If any Stock distributed pursuant to this Plan is not readily
tradable on an established securities market at the time distributed, then the
recipient of those shares of Stock received pursuant to the distribution has
the right during the Put Option Period to require the Employer, by notice in
writing to the Employer within the applicable Put Option Period, to

35



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purchase the shares of Stock at a price equal to the Fair Market Value of those
shares, determined as of the Valuation Date coinciding with or immediately
preceding the date of the purchase. In addition, the Plan shall have the
option, but shall not be required, to purchase the Stock from a Participant
exercising his or her put right.

(b)  For purposes of this Section:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The term Put Option Period means (A) the 60-day period
beginning on the date following the date of the distribution of the
shares of Stock, and (B) sixty (60) days during the following Plan Year,
which second 60-day period is to be designated by the Employer in
accordance with Section 409(h)(4) of the Code and the regulations
thereunder, provided, however, that such second 60-day period must not
begin before (X) the first Valuation Date following termination of the
initial 60-day period set forth in (A) above and (Y) written notice to
the Participant of the value of the shares of Stock determined as of the
Valuation Date. The Put Option Period does not include any time during
which the Employers are prohibited by applicable federal or state law
from honoring their obligations under this Section.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Shares of Stock will be considered not readily tradable on an
established securities market if the shares either are not traded on a
national securities exchange or quoted on a system sponsored by a
national securities association, or are subject to a restriction under
any federal or state securities law, any regulation thereunder, or any
agreement affecting the shares that renders such shares less freely
tradable than would be the case if the restriction did not exist.

(c)  The put option right provided for in this Section is exercisable only
by a Participant, the Participants Beneficiary, the donee of a Participant or
Beneficiary (but only with respect to shares of Stock received as a gift by
such donee), or the person (including an estate or a distributee thereof) to
whom shares of Stock pass as the result of the death of the Participant or the
Participants Beneficiary. The Plan has a first right of refusal (but no
obligation) to purchase any shares of Stock tendered to the Employer or the
Sponsor, pursuant to this Section. The Employer or the Sponsor (or the Plan,
in the event that the Plan exercises its right described in the immediately

preceding sentence) shall have the right, in its sole and absolute discretion,
to elect to pay the purchase price for any shares of Stock that were
distributed as part of a total distribution (within the meaning of Section
409(h)(5) of the Code) and are purchased pursuant to this Section, in a single
lump sum or in substantially equal annual installments over a period beginning
not later than thirty (30) days after the exercise of the put option right
provided for in this Section and not exceeding five (5) years, with interest
payable at a reasonable rate (as determined by the Employer, or in the event
the Plan elects to purchase such shares, the Plan Administrator) on any unpaid
installment balance. If a Participating Employer or the Company (or the Plan,
in the event that the Plan exercises its right described in the second
preceding sentence) is required to purchase Stock pursuant to this Section that
was distributed as part of an installment distribution, the payment of the
purchase price for the Stock must occur in a single lump sum not later than
thirty (30) days after the exercise of the put option right provided for in
this Section.

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No Other Rights To Put or Call Stock.Except as set forth in Section
7.10, and except as otherwise required by applicable federal or state law, no
shares of Stock acquired with the proceeds of an Acquisition Loan or otherwise
under the Plan are subject to any put, call, or other option, or any buy-sell
or similar agreement, either while held by the Plan or when distributed by the
Plan, irrespective of whether or not the Plan then qualifies as an employee
stock ownership plan under Section 4975(e)(7) of the Code. Notwithstanding
anything to the contrary contained in this Plan, this Section 7.11 and the
rights and protections afforded Participants and Beneficiaries under Section
7.10 are not subject to termination, amendment, or modification insofar as
those provisions apply to shares of Stock acquired under the ESOP portion of
the Plan.

WITHDRAWALS AND LOANS

In-Service Withdrawals.A Participant may withdraw all or a part of his
or her Vested Interest prior to his or her termination of employment with the
Company and all Affiliates as follows:

(a)  The Participant may withdraw all or any part his or Vested Interest
attributable to Salary Deferrals and Rollover Contributions after attaining
fifty-nine and one half (591⁄2) years of age.

(b)  Effective January 1, 1998, the Participant may withdraw all or any
part of his or her Vested Interest in his or her Aggregate Account after
attaining Normal Retirement Age.

(c)  Effective January 1, 2000, the Participant may withdraw all (but not
less than all) of his or her Vested Interest attributable to Rollover
Contributions at any time before attaining fifty-nine and one half (591⁄2)
years of age.

The Plan Administrator shall establish reasonable procedures for handling
withdrawal requests under this Section.

Hardship Withdrawals.The Plan Administrator may direct the Trustee to
make a hardship withdrawal distribution to a Participant from the accounts
designated by the Participant, excluding (1) investment earnings allocated to
the Participants Salary Deferral Account after December 31, 1988, and (2),
effective January 1, 2003, the Participants Safe Harbor Matching Contributions
Account, subject to the following:

(a)  Each request for a hardship withdrawal shall be made by such written,
telephonic or electronic means as may be prescribed by the Plan Administrator.
The request shall specify the reason for such withdrawal and shall include such
other information and documentation as the Plan Administrator may request.

(b)  A hardship withdrawal may be made only in cash and may not exceed the
Participants Vested Interest in his or her accounts, excluding the
Participants Safe Harbor Matching Contributions Account and investment
earnings allocated to the Participants Salary Deferral Account (or to the
comparable portion of his or her Predecessor Plan Account, as determined under
the applicable Schedule) after December 31, 1988.

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(c)  A hardship withdrawal shall be permitted only if the distribution is
on account of an immediate and heavy financial need of the Participant and is
necessary to satisfy such financial need.



| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) A financial need may qualify as immediate and heavy without
regard to whether such need was foreseeable or voluntarily incurred by
the Participant. The following shall be deemed immediate and heavy
financial needs:



| |                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) Payment of medical expenses described in Section 213(d) of
the Code previously incurred by the Participant, his or her spouse
or dependent (within the meaning of Section 152 of the Code) or
payment necessary for such persons to obtain medical care as
described in Section 213(d) of the Code;



| |                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------
| | (B) Costs directly related to the purchase (excluding mortgage
payments) of a principal residence of the Participant;



| |                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (C) Payment of tuition, related educational fees and room and
board expenses for the next twelve (12) months of post-secondary
education for the Participant, his or her spouse or dependent
(within the meaning of Section 152 of the Code);



| |                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (D) Payment to prevent eviction of the Participant from his or
her principal residence or foreclosure on the mortgage of the
Participants principal residence; and



| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (E) Any other financial need deemed to be immediate and heavy
by the Commissioner of Internal Revenue as set forth in a Treasury
regulation, revenue ruling, notice, or other document of general
applicability.



| |  | The above list of deemed immediate and heavy financial needs shall not be
exclusive, and other needs may qualify as immediate and heavy financial
needs.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) A distribution shall be treated as necessary to satisfy an
immediate and heavy financial need of the Participant only to the extent
(A) the amount of such distribution does not exceed the amount required
to relieve the financial need (including the amount of any federal, state
or local income taxes or penalties reasonably anticipated to result from
the distribution) and (B) the amount of such distribution is not
reasonably available to the Participant from other resources. The Plan
Administrator may reasonably rely (unless the Plan Administrator has
actual knowledge to the contrary) on the Participants written
representations that the need cannot be relieved through reimbursement or
compensation by insurance or otherwise; by reasonable liquidation of the
Participants assets; by cessation of Salary Deferrals under the Plan; or
by other distributions or nontaxable (at the time of the loan) loans from
plans maintained by any present or former employer of the Participant or
from commercial lenders. A Participants resources shall be deemed to
include those assets of his or her spouse and minor children that are
reasonably available to the Participant.

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| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) The amount of an immediate and heavy financial need may
include any amounts necessary to pay any federal, state or local income
taxes or penalties reasonably anticipated to result from the
distribution.

(d)  A request for a hardship distribution shall be treated as a claim for
benefits under the Plan. A hardship withdrawal shall be made as soon as
practicable following approval of the request by the Plan Administrator.

(e)  The Plan Administrator may from time to time establish rules governing
withdrawals. Such rules shall be applied on a uniform and nondiscriminatory
basis.

Loans.The Plan Administrator may, upon the request of a Participant or
Beneficiary who is a party in interest as defined in Section 3(14) of ERISA,
direct the Trustee to make a loan to such Participant or Beneficiary from the
Participants Salary Deferral Contribution Account, Matching Contribution
Account (excluding amounts attributable to Financed Shares under any currently
outstanding Acquisition Loan), and Rollover Contribution Account, if any,
subject to the following:

(a)  The amount of each loan shall be determined with reference to the fair
market value of the Participants Aggregate Account as of the most recent
Valuation Date for which valuation data has been received by the Plan
Administrator.

(b)  Any loan made on or after January 1, 1987, when added to the balance
of all other outstanding loans with respect to a Participants Aggregate
Account, shall not exceed the lesser of:



| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Fifty thousand dollars ($50,000), reduced by the excess, if any,
of the Participants highest outstanding loan balance under the Plan for
the one (1) year period ending on the day before such loan is made, over
the Participants loan balance under the Plan on the day such loan is
made, or



| |                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Fifty percent (50%) of the sum of the Participants Salary
Deferral Contribution Account, the nonforfeitable portion of his or her
Matching Contribution Account, and his or her Rollover Contribution
Account.

The total unpaid balance of all loans (including accrued but unpaid interest)
made with respect to a Participants Aggregate Account under the Plan and all
other qualified plans maintained by his or her Employer shall not exceed the
maximum amount permitted under Section 72(p) of the Code.

(c)  Effective January 1, 1998, no loan shall be made in an amount less
than one thousand dollars ($1,000), nor shall a loan be made if a Participant
has any other loan outstanding with respect to his or her Aggregate Account
under the Plan. Notwithstanding the preceding sentence to the contrary, a loan
may be made in an amount less than one thousand dollars ($1,000) if the
Participant is also a participant or beneficiary who is a party in interest
as defined in Section 3(14) of ERISA with respect to the SIS Bank Employees
Savings Incentive Plan (SIS Plan); his or her Aggregate Account balance under
this Plan is not

39



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sufficient to permit a loan to be made in the amount of at least one thousand
dollars ($1,000); and each of the following requirements is satisfied:



| |                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the sum of the Participants account balance under the SIS Plan
plus the Participants Aggregate Account balance under this Plan would be
sufficient to permit a loan to be made in the amount of at least one
thousand dollars ($1,000) if the separate accounts were treated as a
single account;



| |                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) the Participant does not have any other loan outstanding with
respect to either his or her Aggregate Account under this Plan or his or
her account under the SIS Plan;



| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | (iii) the loan is made during the period beginning July 15, 1999,
and ending on the SIS Plan Affiliation Date; and



| |                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) the loan is made in compliance with all provisions of this
Section except for the one thousand dollar ($1,000) minimum amount
requirement.

Each loan shall be evidenced by a promissory note bearing a reasonable
rate of interest as determined by the Plan Administrator, taking into
consideration interest rates currently being charged by commercial lenders for
loans made under similar circumstances, and shall be adequately secured in such
manner as the Plan Administrator may determine. Collateral for a loan may
consist of an assignment of not more than fifty percent (50%) of a
Participants Vested Interest in his or her Aggregate Account, provided such
collateral adequately secures repayment of the loan. In the event of a default
on a loan, the Plan Administrator shall, after giving the Participant or
Beneficiary written notice of the default and an opportunity to cure the
default, in accordance with the terms and conditions of such loan, foreclose
upon the collateral to the extent necessary to satisfy the Participants
obligation. If the collateral for such loan is the Participants interest in
his or her Aggregate Account, such foreclosure may not occur prior to the
Participants termination of employment.

(d)  Each loan shall be made for such term and, subject to the foregoing,
upon such terms and conditions as the Plan Administrator shall determine;
provided that substantially level amortization, with payments not less
frequently than quarterly, shall be required over the term of any loan; and
further provided that the term shall not exceed five (5) years unless the loan
is used to acquire a principal residence for the Participant, in which case the
term shall not exceed fifteen (15) years.

(e)  Each loan to a Participant or Beneficiary shall be treated and
accounted for as an investment of such Participants Aggregate Account, and
loans shall be charged against the Investment Funds in which the Participants
Aggregate Account is invested as of the date such loan is made. Amounts of
principal and interest paid on any loan shall be transferred to the Investment
Funds in accordance with the Participants investment direction in effect at
the time of payment.

40



---



##### 



(f)  No loan shall be made to any owner-employee or shareholder-employee.
For purposes of this subsection (g), an owner-employee means a self-employed
individual who is a sole proprietor or who is a partner in an Employer who owns
more than ten percent (10%) of either the capital or profits interest in such
Employer, and a shareholder-employee means an employee or officer of an
electing small business corporation (S corporation) who owns (or is considered
as owning within the meaning of Section 318(a)(1) of the Code), on any day
during the taxable year of such corporation, more than five percent (5%) of the
outstanding stock of the corporation.

(g)  No distribution (other than a deemed distribution under Section 72(p)
of the Code) shall be made to any Participant or Former Participant or to a
Beneficiary of any Participant until all unpaid loans with respect to the
Participants Aggregate Account, including accrued interest thereon, have been
paid in full. In the event a Participant or Beneficiary becomes entitled to a
distribution of his or her Aggregate Account under the Plan, and at the time of
such distribution there remain outstanding any unpaid loans with respect to his
or her Aggregate Account, then



| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | (i) such unpaid loan shall be treated as due and payable immediately
as of the date distribution is made or commences;



| |                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) the Aggregate Account of the Participant or Beneficiary shall
be reduced prior to any such distribution by the amount of the principal
and accrued interest outstanding on such loan;



| |                                                                                                            
| | -----------------------------------------------------------------------------------------------------------
| | (iii) the loan shall be deemed to be paid in full as of the date the
distribution is made or commences; and



| |                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) such Participant or Beneficiary shall be treated as receiving
or commencing to receive a distribution of his or her entire Aggregate
Account.

(h)  The Plan Administrator shall suspend the obligation to repay any loan
made to a Participant pursuant to this Section for any period during which such
Participant is performing service in the uniformed services (within the meaning
of the Uniformed Services Employment and Reemployment Rights Act), and such
suspension shall not be taken into account for purposes of Sections 72(p),
401(a), or 4975(d)(1) of the Code.

(i)  The Plan Administrator shall follow a uniform and nondiscriminatory
policy in making loans to assure that loans are available to all Participants
and Beneficiaries who are parties in interest on a reasonably equivalent
basis as required under 29 C.F.R. Section 2550.408b-1 and to further assure
that the Plan meets the requirements of Section 401(a)(4) of the Code.

(j)  The Plan Administrator shall establish, in writing, administrative
procedures to carry out the provisions of this Section. A request for a loan
shall be made by such written, telephonic or electronic means as may be
prescribed by the Plan Administrator.

41



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##### 



(k)  The provisions of this Section shall be applicable to loans granted or
renewed under the Plan on or after January 1, 1998, and loans granted or
renewed prior to such date shall be governed by the provisions of the Plan as
in effect on the date of such grant or renewal; provided that, with respect to
a Predecessor Plan Account, the provisions of this Section shall be applicable
to loans granted or renewed after the Plan Affiliation Date, if later.

VESTING

Active Participants On and After January 1, 2001.Each Participant who is
an Eligible Employee on or after the Effective Date shall have a fully vested
and nonforfeitable interest in all amounts credited to his or her Aggregate
Account.

Terminated Participants.Each Participant who terminated employment with
the Company and all Affiliates before the Effective Date and is not an Employee
at any time after December 31, 2000, shall have a fully vested and
nonforfeitable interest in all amounts credited to his or her Salary Deferral
Contribution Account and Rollover Contribution Account. If the Participant
terminated employment on or after attainment of Normal Retirement Age, or an
account of Disability, or death, then all amounts credited to his or her
Aggregate Account shall be nonforfeitable. If the Participant terminated
employment for any other reason, the vested percentage of his or her Company
Contribution accounts shall be determined as follows:

|                 |  |                         |     |  
|---------------- |  | ----------------------- | --- | -
|Years of Service |  | Nonforfeitable Interest
|                 |  |                        
|Less than 1      |  |                         | 0   | %
|1                |  |                         | 20  | %
|2                |  |                         | 40  | %
|3                |  |                         | 60  | %
|4                |  |                         | 80  | %
|5                |  |                         | 100 | %

If the Participant is subsequently reemployed by the Company on or after the
Effective Date, then the Participants nonforfeitable interest in his or her
Aggregate Account on or after the reemployment date shall be determined in
accordance with Section 9.01.

Forfeitures.If a Participant terminated employment before the Effective
Date, the nonvested portion of a Participants Company Contribution accounts
prior to such termination shall be forfeited as of the last day of the Plan
Year in which the Participant incurs a one-year Break in Service, or, if
earlier, upon a complete distribution of the nonforfeitable portion of such
accounts under Article X. If the Participant is reemployed by a Participating
Employer before incurring five (5) consecutive Breaks in Service:

If the Participant was not vested in any portion of his or her Company
Contribution accounts at the time he or she ceased to be employed, the
Participant shall be entitled to restoration of the amount previously
forfeited, unadjusted by any subsequent gains or losses, as of the Valuation
Date coincident with or next following the date of reemployment.

42



---



##### 



If the Participant was vested in any portion of his or her Company
Contribution accounts at the time he or she ceased to be employed, the
Participant shall be entitled to restoration of the amount previously forfeited
(unadjusted by any subsequent gains or losses) if he or she repays the full
amount of the vested portion of such accounts distributed to him or her in
accordance with Article X before the earlier of (i) five (5) years from the
date of reemployment, or (ii) the close of the first period of five (5)
consecutive Breaks in Service commencing after the date of distribution. Such
restoration shall be made as of the Valuation Date coincident with or next
following the date of repayment.

Any forfeiture under this Section shall be applied first to make
restorations hereunder and then, subject to Section 7.06, to reduce Fixed
Contributions. If forfeitures are insufficient to restore the Participants
Company Contribution accounts, the Company shall contribute such additional
amounts as are required to make restoration.

BENEFITS AND DISTRIBUTIONS

Normal Retirement Benefit.A Participant shall be entitled to receive his
or her Vested Interest in one or more of the forms of payment provided under
Section 10.05(a) upon attaining Normal Retirement Age. If the Participant
remains employed with the Company past Normal Retirement Age, he or she shall
be entitled to continue active participation in the Plan, and no distribution
shall be made hereunder prior to a request for retirement benefits by such
Participant unless a distribution is required under Section 10.05(d).

Disability Benefit.A Participant shall be entitled to receive his or her
Vested Interest in or more of the forms of payment provided under Section
10.05(a) upon suffering a Disability prior to attaining Normal Retirement Age.

Benefit on Termination of Employment.A Participant shall be entitled to
receive his or her Vested Interest in one or more of the forms of payment
provided under Section 10.05(a) upon his or her termination of employment prior
to Normal Retirement Age for any reason other than Disability or death.

Death Benefit.In the event of a Participants death, the remaining
Vested Interest of such Participant, reduced by any security interest held by
the Plan by reason of a loan outstanding to such Participant, shall be paid to
the Participants Beneficiary as provided under Section 10.06. If there is no
such Beneficiary, such Vested Interest shall be payable to the Participants
estate. The Plan Administrator may require such proof of death and such
evidence of the right of any person to receive payment of the deceased
Participants remaining Vested Interest as it deems necessary and appropriate.

Distribution of Benefits to a Participant.

(a)  A Participant shall have the right to receive all or a portion of his
or her Vested Interest as a Retirement Benefit, Disability Benefit or Benefit
on Termination of Employment, as the case may be, as a single lump sum payment
in cash. Notwithstanding the preceding sentence:

43



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) a Participant may elect to receive payment of the Vested
Interest in his or her ESOP Account in substantially equal annual
installments over a specified period, which period may not exceed five
(5) years; provided that the maximum period over which such distribution
may be made is extended by one year (up to five (5) additional years),
effective January 1, 2002, for each one hundred thousand sixty dollars
($160,000) or fraction thereof by which the balance of the accounts
exceeds eight hundred thousand dollars ($800,000) (or such other amounts
as the Secretary of the Treasury or the Code may prescribe);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) a Participant may elect to receive distribution in Stock of all
or a portion of the Vested Interest in (A) his or her ESOP Account and
(B) to the extent invested in Stock on the Annuity Starting Date, his or
her Salary Deferral Contribution Account, Matching Contribution Account,
Discretionary Contribution Account, Rollover Contribution Account, and/or
Predecessor Plan Account(s). If a Participant elects to receive a
distribution in Stock, cash must be distributed in lieu of any fractional
shares of Stock allocated to the Participants accounts that are to be
distributed in Stock. The Participant may direct the Committee to issue
shares of Stock in the sole name of the distributee or in the joint names
of the distributee and his or her spouse, child, or other dependent.

(b)  Notwithstanding Paragraph (a) to the contrary, if a Participants
Vested Interest does not exceed five thousand dollars ($5,000) as of the date
distribution is to commence, his or her Vested Interest shall be distributed in
a single lump sum as soon as administratively feasible after his or her
termination of employment for any reason. If the value of the Participants
vested interest in his or her Company Contribution accounts upon terminating
employment is zero dollars ($0), such Participant shall be deemed to have
received an immediate distribution of such interest.

(c)  Any distribution to a Participant except a cash-out distribution under
Paragraph (b) shall require such Participants written consent if such
distribution commences prior to Normal Retirement Age. With regard to such
consent, effective January 1, 1997:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The Participant shall receive the written notice described in
Treas. Reg. § 1.411(a)-11(c)(2)(i), including notice of his or her right
to defer payment of benefits under this Article, no less than thirty days
(30) and no more than ninety (90) days before the date on which such
distribution is paid or commences to be paid. If a Participant declines
or fails to consent, it shall be deemed to be an election to defer
payment of such benefits. However, any election to defer payment shall
not apply with respect to distributions that are required under Paragraph
(d).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Notwithstanding the foregoing to the contrary, if a
Participant, after receiving written notice under Paragraph (c)(i),
affirmatively elects a distribution, then the distribution may be paid or
may commence to be paid less than thirty (30) days after the date such
written explanation was given, provided the Plan Administrator has
informed such Participant, in writing, of his or her right to a period of
at least thirty (30) days to consider whether to consent to the
distribution.

44



---



##### 



(d)  Notwithstanding any other provision of the Plan to the contrary, a
Participants Vested Interest 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, the
required beginning date means the following, effective January 1, 1998:



| |                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) For a Participant who attains age seventy and one half (701⁄2)
before January 1, 1999, April 1 of the calendar year following the
calendar year in which the Participant attains age seventy and one half
(701⁄2).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) For a Participant who attains age seventy and one half
(701⁄2) after December 31, 1998, April 1 of the calendar year following
the later of (A) the calendar year in which the Participant attains age
seventy and one half (701⁄2), or (B) the calendar year in which the
Participant retires; provided that this clause (B) 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 (701⁄2); and provided further that in the case of a
Participant to whom this clause (B) applies and who retires in a calendar
year after the calendar year in which he or she attains age seventy and
one half (701⁄2), 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
(701⁄2) in which the Participant was not receiving any benefits under
the Plan.

(e)  Notwithstanding any other provision of the Plan to the contrary,
distributions shall be made in accordance with the regulations under Section
401(a)(9) of the Code, including the minimum distribution incidental death
benefit requirements of Section 1.401(a)(9)-2, and shall be distributed over
the life of such Participant (or over the lives of such Participant and his or
her Beneficiary) or over a period not extending beyond the life expectancy of
such Participant (or the life expectancy of such Participant and his or her
Beneficiary). The provisions of Section 401(a)(9) of the Code and the
regulations thereunder shall override any distribution options inconsistent
therewith.

For purposes of this Paragraph, before January 1, 2002, the life
expectancy of a Participant and a Participants spouse shall be determined in
accordance with applicable Treasury Regulations without annual recalculation.
Life expectancies and joint and last survivor expectancy shall be determined
using the return multiples in Tables V and VI of Treas. Reg. § 1.72-9.

With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2002 (including distributions under this
Section and Section 10.06), the Plan will apply the minimum distribution
requirements of section 401(a)(9) of the Internal Revenue Code in accordance
with the regulations under section 401(a)(9) that were proposed on January 17,
2001, notwithstanding any provision of the Plan to the contrary. This
amendment shall continue in effect until the end of the last calendar year
beginning before the effective date of final

45



---



##### 



regulations under section 401(a)(9) or such other date as may be specified
in guidance published by the Internal Revenue Service.

With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2003 (including distributions under this
Section and Section 10.06), the provisions of Section 10.07 shall apply.

Distribution of Benefits Upon Death.

(a)  Subject to Paragraph (c) below, the death benefits payable under
Section 10.04 shall be paid to the Participants Beneficiary within a
reasonable time after the Participants death as a single lump sum payment in
cash. Notwithstanding the preceding sentence:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Beneficiary may elect to receive payment of the Vested
Interest in the Participants ESOP Account in substantially equal annual
installments over a specified period, which period may not exceed five
(5) years; provided that the maximum period over which such distribution
may be made is extended by one year (up to five (5) additional years),
effective January 1, 2002, for each one hundred sixty thousand dollars
($160,000) or fraction thereof by which the balance of the accounts
exceeds eight hundred thousand dollars ($800,000) (or such other amounts
as the Secretary of the Treasury or the Code may prescribe);



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) a Beneficiary may elect to receive distribution in Stock of all
or a portion of the Vested Interest in (A) the Participants ESOP Account
and (B) to the extent invested in Stock on the Annuity Starting Date, the
Participants Salary Deferral Contribution Account, Matching Contribution
Account, Discretionary Contribution Account, Rollover Contribution
Account, and/or Predecessor Plan Account(s). If the Beneficiary elects
to receive a distribution in Stock, cash must be distributed in lieu of
any fractional shares of Stock allocated to the accounts that are to be
distributed in Stock. The Beneficiary may direct the Committee to issue
shares of Stock in the sole name of the distributee or in the joint names
of the distributee and his or her spouse, child, or other dependent.

(b)  Notwithstanding Paragraph (a) to the contrary, if a Participants
Vested Interest does not exceed five thousand dollars ($5,000) as of the date
distribution is to commence, his or her Vested Interest shall be distributed to
the Beneficiary in a single lump sum as soon as administratively feasible after
the Participants death.

(c)  Notwithstanding any provision in the Plan to the contrary,
distributions upon the death of a Participant shall be made in accordance with
the following requirements and shall otherwise comply with Section 401(a)(9)
and the regulations thereunder, which are hereby incorporated by reference into
this Plan:



| |                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) If the Participant dies after the distribution of his or her
Vested Interest has begun and the Participant dies before his or her
entire interest has been distributed to him, the remaining portion of
such interest shall be distributed at least as rapidly as under the
method of distribution selected under Section 10.05 as of his or her date
of death.

46



---



##### 





| |                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Subject to clause (iii) below, if a Participant dies before the
distribution of his or her Vested Interest has begun, then the death
benefits payable hereunder shall be distributed to such Participants
Beneficiary by the end of the calendar year in which the fifth (5th)
anniversary of the Participants date of death occurs.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) If the Participants spouse (determined as of the
Participants date of death) is the Beneficiary, distributions must be
made over a period not extending beyond the life expectancy of the spouse
and must commence on or before the later of the end of the calendar year
immediately following the calendar year in which the Participant died or
would have attained seventy and one half (701⁄2) years of age. If the
surviving spouse dies before distribution to such spouse has begun, then
the five-year distribution requirement of clause (ii) shall apply as if
the spouse was the Participant.

Minimum Distribution Requirements After 2002.

(a)  General Rules.



| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Effective Date.The provisions of this Section will apply for
purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year.



| |                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------
| | (ii) Precedence.The requirements of this Section will take
precedence over any inconsistent provisions of the Plan.



| |                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Requirements of Treasury Regulations Incorporated.All
distributions required under this Section will be determined and made in
accordance with the Treasury regulations under Code Section 401(a)(9).



| |                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) TEFRA Section 242(b)(2) Elections.Notwithstanding the other
provisions of this article, distributions may be made under a designation
made before January 1, 1984, in accordance with section 242(b)(2) of the
Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of
the plan that relate to section 242(b)(2) of TEFRA.

(b) Time and Manner of Distribution.



| |                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Required Beginning Date.The Participants entire interest will
be distributed, or begin to be distributed, to the Participant no later
than the Participants required beginning date.



| |                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Death of Participant Before Distributions Begin.If the
Participant dies before distributions begin, the Participants entire
interest will be distributed, or begin to be distributed, no later than
as follows:



| |                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) If the Participants surviving spouse is the Participants
sole designated beneficiary, then distributions to the surviving
spouse will begin by December 31 of the calendar year immediately
following the calendar year in

47



---



##### 





| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | which the Participant died, or by December 31 of the calendar
year in which the Participant would have attained age 701⁄2, if
later.



| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) If the Participants surviving spouse is not the
Participants sole designated beneficiary, then distributions to
the designated beneficiary will begin by December 31 of the
calendar year immediately following the calendar year in which the
Participant died.



| |                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (C) If there is no designated beneficiary as of September 30
of the year following the year of the Participants death, the
Participants entire interest will be distributed by December 31 of
the calendar year containing the fifth anniversary of the
Participants death.



| |                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (D) If the Participants surviving spouse is the Participants
sole designated beneficiary and the surviving spouse dies after the
Participant but before distributions to the surviving spouse begin,
this Paragraph (b)(ii), other than clause (b)(ii)(A), will apply as
if the surviving spouse were the Participant.



| |  | For purposes of this Paragraph (b)(ii) and Paragraph (d), unless clause
(b)(ii)(D) applies, distributions are considered to begin on the
Participants required beginning date. If clause (b)(ii)(D) applies,
distributions are considered to begin on the date distributions are
required to begin to the surviving spouse under clause (b)(ii)(A). If
distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participants required
beginning date (or to the Participants surviving spouse before the date
distributions are required to begin to the surviving spouse under clause
(b)(ii)(A)), the date distributions are considered to begin is the date
distributions actually commence.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Forms of Distribution.Unless the Participants interest is
distributed in the form of an annuity purchased from an insurance company
or in a single sum on or before the required beginning date, as of the
first distribution calendar year distributions will be made in accordance
with Paragraphs (c) and (d). If the Participants interest is distributed
in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements
of Code Section 401(a)(9) and the Treasury regulations.

(c)  Required Minimum Distributions During Participants Lifetime.



| |                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Amount of Required Minimum Distribution For Each Distribution
Calendar Year. During the Participants lifetime, the minimum amount
that will be distributed for each distribution calendar year is the
lesser of:



| |                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) the quotient obtained by dividing the Participants
account balance by the distribution period in the Uniform Lifetime
Table set forth in section 1.401(a)(9)-9 of the Treasury
regulations, using the Participants age as of the Participants
birthday in the distribution calendar year; or

48



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) if the Participants sole designated beneficiary for the
distribution calendar year is the Participants spouse, the
quotient obtained by dividing the Participants account balance by
the number in the Joint and Last Survivor Table set forth in
section 1.401(a)(9)-9 of the Treasury regulations, using the
Participants and spouses attained ages as of the Participants
and spouses birthdays in the distribution calendar year.



| |                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Lifetime Required Minimum Distributions Continue Through Year
of Participants Death.Required minimum distributions will be
determined under this Paragraph (c) beginning with the first distribution
calendar year and up to and including the distribution calendar year that
includes the Participants date of death

(d) Required Minimum Distributions After Participants Death.



| |                                                
| | -----------------------------------------------
| | (i) Death On or After Date Distributions Begin.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) Participant Survived by Designated Beneficiary.If the
Participant dies on or after the date distributions begin and there
is a designated beneficiary, the minimum amount that will be
distributed for each distribution calendar year after the year of
the Participants death is the quotient obtained by dividing the
Participants account balance by the longer of the remaining life
expectancy of the Participant or the remaining life expectancy of
the Participants designated beneficiary, determined as follows:



| |                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) The Participants remaining life expectancy is
calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) If the Participants surviving spouse is the
Participants sole designated beneficiary, the remaining life
expectancy of the surviving spouse is calculated for each
distribution calendar year after the year of the
Participants death using the surviving spouses age as of
the spouses birthday in that year. For distribution
calendar years after the year of the surviving spouses
death, the remaining life expectancy of the surviving spouse
is calculated using the age of the surviving spouse as of the
spouses birthday in the calendar year of the spouses death,
reduced by one for each subsequent calendar year.



| |                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) If the Participants surviving spouse is not the
Participants sole designated beneficiary, the designated
beneficiarys remaining life expectancy is calculated using
the age of the beneficiary in the year following the year of
the Participants death, reduced by one for each subsequent
year.

49



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) No Designated Beneficiary. If the Participant dies on or
after the date distributions begin and there is no designated
beneficiary as of September 30 of the year after the year of the
Participants death, the minimum amount that will be distributed
for each distribution calendar year after the year of the
Participants death is the quotient obtained by dividing the
Participants account balance by the Participants remaining life
expectancy calculated using the age of the Participant in the year
of death, reduced by one for each subsequent year.



| |                                            
| | -------------------------------------------
| | (ii) Death Before Date Distributions Begin.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) Participant Survived by Designated Beneficiary.If the
Participant dies before the date distributions begin and there is a
designated beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the
Participants death is the quotient obtained by dividing the
Participants account balance by the remaining life expectancy of
the Participants designated beneficiary, determined as provided in
Paragraph (d)(ii).
|
| | (B) No Designated Beneficiary. If the Participant dies before
the date distributions begin and there is no designated beneficiary
as of September 30 of the year following the year of the
Participants death, distribution of the Participants entire
interest will be completed by December 31 of the calendar year
containing the fifth anniversary of the Participants death.                                                                                             
|
| | (c) Death of Surviving Spouse Before Distributions to
Surviving Spouse Are Required to Begin. If the Participant dies
before the date distributions begin, the Participants surviving
spouse is the Participants sole designated beneficiary, and the
surviving spouse dies before distributions are required to begin to
the surviving spouse under clause (b)(ii)(A), this Paragraph
(d)(ii) will apply as if the surviving spouse were the Participant.                     

(e)  Definitions.



| |                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Designated beneficiary. The individual who is designated as the
beneficiary under Section 1.07 of the Plan and is the designated
beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-1,
Q&A-4, of the Treasury regulations.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Distribution calendar year. A calendar year for which a
minimum distribution is required. For distributions beginning before the
Participants death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the
Participants required beginning date. For distributions beginning after
the Participants death, the first distribution calendar year is the
calendar year in which distributions are required to begin under (b)(ii).
The required minimum distribution for the Participants first
distribution calendar year will be made on or before the Participants
required beginning date. The required minimum distribution for other
distribution calendar years, including the required minimum
distribution for the

50



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| |                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | distribution calendar year in which the
Participants required beginning date occurs, will be made on or before
December 31 of that distribution calendar year.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Life expectancy.Life expectancy as computed by use of the
Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (iv) Participants account balance.The account balance as of the
last valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the
amount of any contributions made and allocated or forfeitures allocated
to the account balance as of dates in the valuation calendar year after
the valuation date and decreased by distributions made in the valuation
calendar year after the valuation date. The account balance for the
valuation calendar year includes any amounts rolled over or transferred
to the Plan either in the valuation calendar year or in the distribution
calendar year if distributed or transferred in the valuation calendar
year.
|
| | (v) Required beginning date.The date specified in Section 10.05(d)
of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Commencement of Benefits.Any payment of benefits from the Plan will be
made as soon as administratively feasible following the Valuation Date on which
the Participants Vested Interest is to be determined. Notwithstanding the
foregoing, unless the Participant elects to defer the payment of benefits, the
payment of benefits will commence no later than the sixtieth (60th) day
following the close of the Plan Year in which the latest of the following
events occurs: (a) the date on which the Participant attains Normal Retirement
Age, (b) the tenth (10th) anniversary of the year in which the Participant
commenced participation in the Plan, and (c) the date the Participant
terminates employment with the Company.

Payment Upon Incapacity.The Plan Administrator may suspend the payment
of benefits under the Plan to any person if it determines in its sole
discretion that such person is incapacitated so as to be unable to manage his
or her financial affairs. In such case, the Plan Administrator shall direct
the Trustee to resume the payment of benefits under the Plan to the conservator
or other legal representative appointed for such incapacitated person.

Payment Under Qualified Domestic Relations Order.All rights and benefits
provided to a Participant under this Plan shall be subject to the rights of any
alternate payee under a Qualified Domestic Relations Order. If authorized by a
Qualified Domestic Relations Order, an alternate payee may elect to receive an
immediate distribution of all or a portion of the Participants Vested Interest
even if the affected Participant has not reached his or her earliest retirement
age. For purposes of this Section, alternate payee and earliest retirement
age shall have the meaning set forth in Section 414(p) of the Code.

Direct Rollovers.

(a)  A Participant who is entitled to receive an Eligible Rollover
Distribution may elect to have such distribution (or a portion thereof not less
than five hundred dollars ($500)) made directly to an eligible retirement plan
(direct rollover election).

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An alternate payee who is entitled to receive an Eligible Rollover
Distribution pursuant to a Qualified Domestic Relations Order and who is the
spouse or a former spouse of a Participant may make a direct rollover election
as if such alternate payee were the Participant.

A surviving spouse who is entitled to receive an Eligible Rollover
Distribution (after December 31, 2001) by reason of the Participants death may
make a direct rollover election as if such surviving spouse were the
Participant.

(b)  No earlier than ninety (90) days and no later than thirty (30) days
before an Eligible Rollover Distribution is to be made, the Plan Administrator
shall provide the Participant, alternate payee, or surviving spouse, as the
case may be, with a written explanation of:



| |                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the rules under which he or she may make a direct rollover
election;                                                                                                                                                                           
|
| | (ii) the legal requirement that federal income tax be withheld from
the distribution if he or she does not elect a direct rollover;                                                                                                                
|
| | (iii) the rules under which the amount that he or she actually
receives will not be subject to federal income tax if such amount is
transferred (rolled over) within sixty (60) days after being received
pursuant to Section 402(c) of the Code;
|
| | (iv) the rules, if applicable, for receiving special income tax
averaging, or capital gain treatment, under Section 402(d) of the Code;
and                                                                                                        
|
| | (v) the Plan provisions under which a direct rollover election with
respect to one payment in a series of periodic payments will apply to all
subsequent payments until such election is changed.                                                  

Notwithstanding the foregoing to the contrary, if an Eligible Rollover
Distribution is one of a series of periodic payments, the explanation required
by this Paragraph (b) shall be provided annually as long as such payments
continue.

(c)  A direct rollover election shall be made in such manner and at such
time as the Plan Administrator shall prescribe, and shall include:



| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | (i) the name of the eligible retirement plan;                                                                     
|
| | (ii) a statement that such plan is an eligible retirement plan; and                                               
|
| | (iii) any other information necessary to permit a direct rollover by
the means selected by the Plan Administrator.

An election to make a direct rollover with respect to one payment in a
series of periodic payments shall apply to all subsequent payments in the
series until such election is changed; such change with respect to subsequent
payments may be made at any time.

52



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(d)  Notwithstanding Paragraph (b) to the contrary, if an individual, after
receiving the written explanation required by subsection (b) affirmatively
elects to make or not make a direct rollover, an eligible rollover distribution
may be made less than thirty (30) days after the date such written explanation
was given, provided the Plan Administrator has informed such individual, in
writing, of his or her right to a period of at least thirty (30) days to make
such election.

(e)  As used in this Section, the term eligible retirement plan means an
individual retirement account described in Code Section 408(a); an individual
retirement annuity described in Code Section 408(b) (other than an endowment
contract); a qualified trust; an annuity plan described in Code Section 403(a);
and, effective for distributions made after December 31, 2001, an annuity
contract described in Code Section 403(b) and an eligible plan under Code
Section 457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately account for
amounts transferred into such plan from this plan.

(f)  A direct rollover shall be made in cash; provided, however, with
respect to a Participant who ceases to be employed by the Company (and is no
longer employed by the Company or an Affiliate) as a result of the sale of
certain branches of Peoples Heritage Bank to Katahdin Trust Company on November
17, 2000, and who elects a direct rollover of his or her Vested Interest to the
Katahdin Trust Company 401(k) Plan (Katahdin Plan), and at the time of such
distribution there remain any outstanding loans with respect to his or her
Aggregate Account that are not in default, then, notwithstanding Section
8.03(g) to the contrary, such unpaid loans shall not be treated as due and
payable immediately as of the date such distribution is made and instead shall
be transferred to the Katahdin Plan. The promissory note(s) evidencing such
loan(s) shall be assigned to the Katahdin Plan, and the Participants
obligation to this Plan shall be deemed to be paid in full as of the date
distribution is made. Such a Participant shall be treated as receiving a
distribution of his or her entire Aggregate Account.

Distributions to Qualified Participants.This Section shall apply to a
Participants ESOP Account determined as of December 31, 2003.

(a)  Each Qualified Participant may elect annually within ninety (90) days
after the close of each Plan Year in the Qualified Election Period withdraw not
more than twenty-five percent (25%) of the amounts credited to his or her ESOP
Account as of the last day of the Plan Year (taking into account in applying
the twenty-five percent (25%) limitation any amounts previously withdrawn
pursuant to this Section); provided, however, that in the case of the Plan Year
with respect to which the Qualified Participant can make his or her last
withdrawal election pursuant to this Section, this sentence shall be applied by
substituting fifty percent (50%) for twenty-five percent (25%). Any
election pursuant to this Section must be in writing, on a form or forms
supplied by the Committee, and must be received by the Employer not later than
ninety (90) days after the close of the Plan Year to which the election
relates.

(b)  Unless otherwise elected by the Qualified Participant in accordance
with the following sentence, distributions of amounts withdrawn from the ESOP
Account of a Qualified Participant pursuant to this Section shall be made in
cash. A Qualified Participant may elect in writing on the election form
described in Paragraph (a) to receive all or a portion of the amounts

53



---



##### 



withdrawn
from the Qualified Participants ESOP Account pursuant to this Section in whole
shares of Stock, with cash distributed in lieu of any fractional shares.
Distributions of amounts withdrawn pursuant to this Section, whether in shares
of Stock or cash, shall be made no later than ninety (90) days after the close
of the period during which the withdrawal election may be made.

(c)  For purposes of this Section, the term Qualified Participant means
any Participant who has completed at least ten (10) years of participation
under the Plan and has attained age fifty-five (55), and the term Qualified
Election Period means the six (6) Plan Year period beginning with the first
Plan Year in which the Participant first became a Qualified Participant.

(d)  Notwithstanding the foregoing to the contrary, if the Fair Market
Value (determined as of the Valuation Date immediately preceding the first day
on which a Qualified Participant is otherwise eligible to make an election
under Paragraph (a) of the shares of Stock acquired by or contributed to the
Plan and allocated to the Qualified Participants ESOP Account is five hundred
dollars ($500) or less, then the Qualified Participant shall not be eligible to
make an election to receive a distribution under this Section; provided that,
if the Fair Market Value of the shares of Stock acquired by or contributed to
the Plan and allocated to the Qualified Participants ESOP Account should
thereafter exceed five hundred dollars ($500) on a Valuation Date that falls
within the Qualified Election Period, then all shares of Stock allocated to
such account shall be subject to the election provided in this Section for the
remainder of the Qualified Election Period.

(e)  Notwithstanding the foregoing to the contrary, a Predecessor Plan
Participant shall be a Qualified Participant with respect to his or Predecessor
Plan Account attributable to the Separate ESOP if he or she has completed at
least ten (10) years of participation under the Plan and the Predecessor Plan
and has attained age fifty-five (55) (or such lesser number of years of
participation or lower age as is provided under the Predecessor Plan on its
Plan Affiliation Date).

ADMINISTRATION OF THE PLAN

Plan Administrator.The general administration of the Plan shall be
vested in the Plan Administrator, who shall be a named fiduciary for purposes
of Section 402(a)(2) of ERISA. In performing its duties hereunder, the Plan
Administrator shall have the fullest discretion permitted by law and shall have
all powers granted by the provisions of the Plan except those specifically
granted or allocated to the Board, the Trustee and any investment manager.

Powers and Duties.The Plan Administrator shall supervise the
administration and enforcement of the Plan according to the terms and
provisions hereof and shall have all powers necessary to accomplish these
purposes, including, but not by way of limitation, the right, power, authority
and duty:

(a)  to make rules, regulations and bylaws for the administration of the Plan which are not inconsistent with the terms and provisions hereof;

54



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(b)  to construe all terms, provisions, conditions and limitations of the
Plan;

(c)  to correct any defect or supply any omission or reconcile any
inconsistency that may appear in the Plan, in such manner and to such extent as
it shall deem expedient to carry the Plan into effect for the greatest benefit
of all interested parties;

(d)  to employ and compensate such accountants, attorneys, investment
advisors and other agents and employees as the Plan Administrator may deem
necessary or advisable in the proper and efficient administration of the Plan;

(e)  to determine all factual and interpretation questions relating to
benefits under the Plan;

(f)  to prescribe procedures to be followed by Participants, Beneficiaries
and alternate payees when requesting benefits hereunder;

(g)  to prepare, file and distribute, in such manner as the Plan
Administrator determines to be appropriate, such information and material as is
required by the reporting and disclosure requirements of ERISA;

(h)  to make a determination as to the right of any person to a benefit
under the Plan;

(i)  to select any investment managers;

(j)  to receive and review reports from the Trustee and any investment
managers as to the financial condition of the Trust Fund, including its
receipts and disbursements;

(k)  to instruct the Trustee to grant loans as provided under Section 8.03,
above;

(l)  to determine and instruct the Trustee and any investment manager on
the funding and investment policies, methods and objectives of the Trust;

(m)  to designate those Trust assets over which the Trustee and each
investment manager shall have control; and

(n)  to prepare and submit all reports, notices, insurance premiums and
applications with respect to the Plan and the Trust required by law and for the
continued qualification of the Plan and Trust under Sections 401 and 501 of the
Code.

Delegation of Ministerial Duties.The Plan Administrator may delegate to
any of its members or to any Employee or Employees, severally or jointly, the
authority to perform any ministerial act in connection with the administration
of the Plan.

Investment Manager.The Plan Administrator may, in its sole discretion,
appoint an investment manager, with power to manage, acquire or dispose of all
or any portion of the Trust Fund who (a) is registered as an investment adviser
under the Investment Advisers Act of 1940; is not so registered by reason of
paragraph (1) of Section 203(A)(a) of such Act, is registered as

55



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##### 



an investment
adviser under the laws of the state (referred to in such paragraph (1)) in
which it maintains its principal office and place of business, and at the time
the fiduciary last filed the registration form most recently filed by the
fiduciary with such state in order to maintain the fiduciarys registration
under the laws of such state, also filed a copy of such form with the
Secretary; is a bank, as defined in said Act; or is an insurance company
qualified to manage, acquire, or dispose of all or any portion of the Trust
Fund under the laws of more than one state; and (b) has acknowledged, in
writing, that it is a fiduciary with respect to the Plan and Trust. Upon such
appointment, the Plan Administrator shall not be liable for the acts of the
investment manager. The Trustee shall follow the directions of such investment
manager and shall not be liable for the acts or omissions of such investment
manager. The investment manager may be removed by the Plan Administrator at
any time and within its sole discretion.

Benefit Claim Procedure.

(a)  A claim for a benefit under the Plan shall be submitted to the Plan
Administrator by the claimant or his or her authorized representative.
Submissions shall be made by such written, telephonic or electronic means as
are prescribed by the Plan Administrator and within the time period specified
by the Plan Administrator, provided, however that a claim for a Disability
Benefit shall be made within six (6) months from the date the Participant
suffered a Total and Permanent Disability, or his or her last full day of
active employment, whichever is later. Satisfactory proof of eligibility and
information necessary to determine the amount of such payments, including,
where appropriate, proof of age, Social Security status, death of an Employee
or a prior beneficiary, appointment as executor, administrator or guardian and
such other information as is reasonably required in the circumstances must be
submitted.

(b)  If a claim is wholly or partially denied, the Plan Administrator shall
furnish the claimant with written or electronic notification of the adverse
benefit determination. Any electronic notification shall comply with the
standards imposed by 29 C.F.R. § 2520.104(b)-1(c)(i), (iii) and (iv). The
notification shall set forth in a manner calculated to be understood by the
claimant:



| |                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The specific reason or reasons for the adverse benefit
determination;                                                                                                                                                                                                                                                          
|
| | (ii) Reference to the specific Plan provisions on which the
determination is based;                                                                                                                                                                                                                                                
|
| | (iii) A description of any additional material or information
necessary for the claimant to perfect his or her claim and an explanation
why such material or information is necessary; and                                                                                                                                         
|
| | (iv) A description of the Plans procedures for review of an adverse
benefit determination and the time limits applicable to such procedures,
including, effective January 1, 2002, a statement of the claimants right
to bring a civil action under Section 502(a) of ERISA following an
adverse benefit determination on review.

Such notification shall be furnished to the claimant within ninety (90) days
after receipt of his or her claim, unless special circumstances require an
extension of time for processing his or her claim. If an extension of time for
processing is required, the Plan Administrator shall, prior to

56



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the termination
of the initial ninety (90) day period, furnish the claimant with written notice
indicating the special circumstances requiring an extension and the date by
which the Plan Administrator expects to render the benefit determination. In
no event shall an extension exceed a period of ninety (90) days from the end of
the initial ninety (90) day period.

(c)  A claimant or his or her authorized representative may appeal an
adverse benefit determination by filing a written request for review with the
Plan Administrator. Such request must be delivered to the Plan Administrator
within sixty (60) days after receipt by the claimant of notification of the
adverse benefit determination. A claimant or his or her duly authorized
representative may review pertinent documents and submit issues and comments in
writing. In particular, effective January 1, 2002, a claimant and his or her
duly authorized representative:



| |                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) May submit to the Plan Administrator written comments,
documents, records, and other information relating to the claim for
benefits; and                                             
|
| | (ii) Shall be provided, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information
relevant to the claimants claim for benefits.

Effective January 1, 2002, the Plan Administrators review of any adverse
benefit determination shall take into account all comments, documents, records
and other information submitted by the claimant or his or her authorized
representative relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination.

(d)  The Plan Administrator shall provide the claimant with written or
electronic notification of the benefit determination on review not later than
sixty (60) days after receipt of a request for review, unless special
circumstances require an extension of time for processing. Any electronic
notification shall comply with the standards imposed by 29 C.F.R. §
2520.104(b)-1(c)(i), (iii) and (iv). If an extension of time for processing is
required, the Plan Administrator shall, prior to the termination of the initial
60-day period, furnish the claimant with written notice indicating the special
circumstances requiring an extension of time and the date by which the Plan
Administrator expects to render the determination on review. In no event shall
such extension exceed a period of sixty (60) days from the end of the initial
60-day period.

In the case of an adverse benefit determination on review, the
notification shall set forth in a manner calculated to be understood by the
claimant:



| |                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The specific reason or reasons for the adverse determination;                                                                                                                                                                                           
|
| | (ii) Reference to the specific Plan provisions on which the
determination is based; and                                                                                                                                                                     
|
| | (iii) Effective January 1, 2002, (A) a statement that the claimant
is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information
relevant to the claimants claim for benefits;

57



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| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | and (B) a statement of the
claimants right to bring a civil action under Section 502(a) of ERISA.

Conclusiveness of Records.In administering the Plan, the Plan
Administrator may conclusively rely upon the Companys payroll and personnel
records maintained in the ordinary course of business.

Conclusiveness of Actions.Any action or determination taken or made by
the Plan Administrator in its discretion shall be conclusive and binding upon
all individuals.

ADMINISTRATION OF THE FUND

Payment of Expenses.All expenses incident to the administration of the
Plan and Trust, including but not limited to, legal, accounting, Trustee fees,
expenses of the Plan Administrator and the cost of furnishing any bond or
security required of the Plan Administrator shall be paid by the Company;
provided, however, that the Board in its discretion may elect at any time to
require the Trust Fund to pay part or all thereof (excluding Trustee fees),
and, until paid, shall constitute a claim against the Trust Fund which is
paramount to the claims of Participants and Beneficiaries. Any election for
payment of expenses from the Trust Fund by the Board shall not bind the Board
as to its right to elect, with respect to the same or other expenses, to have
such expenses paid directly by the Company.

Trust Fund Property.All income, profits, recoveries, contributions,
forfeitures and any and all moneys, securities and properties of any kind at
any time received or held by the Trustee hereunder shall be held for investment
purposes as a commingled Trust Fund. The Plan Administrator shall maintain a
Salary Deferral Contribution Account, Matching Contribution Account, ESOP
Account, Rollover Contribution Account, Predecessor Plan Account, and Aggregate
Account in the name of each Participant, but the maintenance of such accounts
shall not mean that such Participant shall have a greater or lesser interest
than that due him or her by operation of the Plan and shall not be considered
as segregating any funds or property from any other funds or property contained
in the commingled fund. No Participant shall have any title to any specific
asset in the Trust Fund.

Disbursements and Distributions.The Trustee shall make disbursements for
the purposes of investment as the Trustee in its sole discretion deems
advisable and proper. The Trustee shall make disbursements for the payment of
expenses upon approval by the Plan Administrator, and the Trustee shall have no
other responsibility with respect to such disbursements. The Trustee shall
make distributions to Participants and Beneficiaries in accordance with the
instructions of the Plan Administrator, observing the
amounts, frequency of payment, names, addresses and other similar
instructions given by the Plan Administrator, and the Trustee shall have no
other responsibility with respect to such distributions.

Trust Accounting.The Trustee shall keep full accounts of all its
receipts, disbursements, and investments in the Trust Fund. Within a
reasonable period following the close of each Plan Year or the termination of
the Trust, the Trustee shall render to the Plan Administrator an accounting of
its administration of the Trust during the preceding year or interim period.
Said accounting shall be made available at all reasonable times for inspection
or audit by any person

58



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designated by the Plan Administrator and by any other
person or entity to the extent required by law. The written approval of any
accounting by the Plan Administrator (or failure to except or object in writing
to the Trustee as to any matter or transaction stated therein within sixty (60)
days after receipt of any account) shall be final and binding upon them and
upon all persons who may be or become interested in this Trust as to all
matters and transactions stated in such account.

TRUSTEES

Appointment and Succession.The Company may appoint one or more
additional Trustees at any time. In the event of a vacancy in the office of
Trustee, whether by reason of the death, legal incapacity, resignation, or
removal of a Trustee, the Company may designate and appoint a successor
Trustee, but should there be no Trustee, then the Company shall designate one
or more successor Trustees. In the event that the Company shall go out of
existence or shall fail to appoint a required Trustee within a reasonable
period of time, then the remaining Trustee or Trustees shall appoint a
successor Trustee. The successor Trustee shall have all the powers conferred
herein upon an original Trustee, but shall not be responsible for the acts,
omissions, or accounts of his or her predecessor Trustee. Any successor
Trustee shall immediately and automatically vest in the title to any property
in the Trust Fund.

Resignation and Removal.Any Trustee may resign from this Trust by
sending written notice to the Company. The Company may remove a Trustee at any
time by sending written notice to the Trustee. Thereupon, the Trustee shall
render to the Company an accounting of his or her administration of this Trust
from the Trustees last annual accounting to the date of resignation or removal
and shall perform all acts necessary to transfer the assets of this Trust to
his or her successor.

Trustee Powers.The Trustee shall have the power to do all such acts,
take all such proceedings, and exercise all such rights and privileges as the
Trustee may deem necessary to administer the funds and to carry out the
purposes of the Plan and Trust.

AMENDMENT AND TERMINATION

Amendments.

(a)  No amendment may be made which would vary the Plans exclusive purpose
of providing benefits to Participants, and their beneficiaries, and defraying
reasonable expenses of administering the Plan or which would permit the
diversion of any part of the Trust Fund from that exclusive purpose. No
amendment shall, except to the extent permitted under Section 412(c)(8) of the
Code, decrease a Participants Aggregate Account balance or, except to the
extent permitted by regulations, eliminate an optional form of benefit. In
addition, no amendment shall have the effect of decreasing a Participants
Vested Interest determined without regard to such amendment as of the later of
the date such amendment is adopted or the date it becomes effective.

(b)  Subject to the limitations in this Section and any other limitations
contained in ERISA or the Code, the Board may make any amendment to the Plan
including, but not limited

59



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to, an increase or decrease of contributions, a change or modification of the
method of allocation of contributions or forfeitures, or a change of the
provisions relating to the administration of the Plan.

(c)  Nothing herein shall be construed as prohibiting any amendment or
modification of the Plan which is required in order to comply with provisions
of any law or regulation relating to the establishment or maintenance of the
Plan, including but not limited to the establishment and maintenance of the
Plan as a qualified retirement plan or trust under applicable provisions of the
Code and to comply with ERISA, even though such amendment or modification is
made retroactively or adversely affects the rights or interests of a
Participant of the Plan. Any such modifications or amendment shall be approved
by the Plan Administrator without further authorization from the Board.

(d)  If the vesting schedule in effect under the Plan is amended, each
Participant who has completed at least three (3) Years of Service may elect to
have the vested percentage of such portion of his or her Aggregate Account
determined without regard to such amendment. The Plan Administrator shall
promptly give each such Participant written notice of the adoption of any such
amendment and the availability of the election to have the vested percentage of
such portion of his or her Aggregate Account determined without regard to such
amendment. An election by a Participant shall be in writing and shall be
effective if filed with the Plan Administrator at any time during the period
beginning with the date such amendment is adopted and ending on the later of
(i) the date which is sixty (60) days after the day such amendment is adopted,
(ii) the date which is sixty (60) days after the day such amendment becomes
effective, or (iii) the date which is sixty (60) days after the day the
Participant receives written notice of such amendment. An election once made
shall be irrevocable. For purposes of this Section, a Participant shall be
considered to have completed three (3) Years of Service if the Participant has
completed three (3) Years of Service prior to the expiration of the period in
which an election could be made.

(e)  If the Plan is amended to reduce or eliminate Company Matching
Contributions during the Plan Year, such reduction or elimination shall be
effective no earlier than the later of 30 days after the date the supplemental
notice described in Section 3.06 is provided to Eligible Employees and the date
such amendment is adopted.

Discontinuance of Contributions.

(a)  The Company has established the Plan with the bona fide intention and
expectation that from year to year it will be able to, and will deem it
advisable to, make its contributions as herein provided. However, the Company
realizes that circumstances not now foreseen, or circumstances beyond its
control, may make it either impossible or inadvisable to continue to make its
contributions to the Trust. Therefore, the Company shall have the power to
discontinue contributions to the Plan, terminate the Plan or partially
terminate the Plan at any time.

(b)  If the Plan is amended so as to permanently discontinue Company
contributions, or if Company contributions are in fact permanently
discontinued, each affected Participant shall have a fully Vested Interest in
his or her Aggregate Account effective as of the date of

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discontinuance. In case of discontinuance, the Plan Administrator shall
continue to administer the Plan and all other provisions of the Plan which are
necessary, in the opinion of the Plan Administrator, for equitable operation of
the Plan shall remain in force.

(c)  If the Plan is terminated or partially terminated, each affected
Participant shall have a fully Vested Interest effective as of the termination
date. Unless the Plan is otherwise amended prior to dissolution of the
Company, the Plan shall terminate as of the date of dissolution of the Company.

(d)  Upon discontinuance or termination, any previously unallocated
contributions, forfeitures and net income (or net loss) shall be allocated to
the accounts of Participants on such date of discontinuance or termination as
if such date of discontinuance or termination were a Valuation Date.
Thereafter, net income (or net loss) shall continue to be allocated to
Participants accounts until the balances thereunder are distributed. In the
event of termination, the date of the final distribution shall be treated as a
Valuation Date.

(e)  In the case of a total or partial termination of the Plan, and in the
absence of a Plan amendment to the contrary, the Trustee shall be entitled in
its sole discretion to pay the balance of an affected Participants Aggregate
Account in a single lump sum payment.

Merger, Consolidation or Transfer of Assets.In the event of any merger
or consolidation of the Plan with, or transfer in whole or in part of the
assets and liabilities of the Trust Fund to another trust fund held under any
other retirement or pension plan maintained or to be established for the
benefit of some or all of the Participants in this Plan, the assets of the
Trust Fund applicable to such Participants shall be transferred to the other
trust fund only if:

(a)  each Participant would (if either this Plan or the other plan
terminated) receive a benefit immediately after the merger, consolidation, or
transfer which is equal to or greater than the benefit he or she would have
been entitled to receive immediately before the merger, consolidation, or
transfer (if this Plan had been terminated);

(b)  the Board shall have authorized such merger, consolidation, or
transfer of assets, and the board of directors of any new or successor employer
of the affected Participants shall have agreed to an assumption of liabilities
with respect to such Participants inclusion in the new or successor employers
plan; and

(c)  such other plan and trust are qualified under Sections 401(a) and
501(a) of the Code.

Manner of Amendment or Termination.Except as otherwise provided in the
Plan, any amendment, modification, suspension, or termination of the Plan shall
be formally adopted or approved by the Board by resolution, unanimous written
consent, or any other method authorized under the by-laws of the Company, and
shall be effective on the date of its adoption or approval or such other date
as is specified therein; provided, however, the Board may delegate to the Plan
Administrator or other party (by formally-adopted or approved resolution,
unanimous written consent, or any other method authorized under the by-laws of
the Company) the authority to amend or modify the Plan.

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PARTICIPATING EMPLOYERS

Adoption by Participating Employers.The Board or its delegate, which may
be the Plan Administrator, may cause any Affiliate, whether or not presently
existing, to become a Participating Employer hereunder. The provisions of the
Plan shall apply separately and equally to each Participating Employer and its
employees in the same manner as is expressly provided for the Company and its
Employees, except to the extent specifically provided otherwise in the Plan and
except that provisions granting powers, rights and duties under the Plan to the
Board shall apply exclusively to the board of directors of Banknorth Group,
Inc. The Board may, in its discretion, terminate a Participating Employers
participation in this Plan at any time. If such discontinuance of
participation is due to the establishment of a separate plan, the Trustee shall
take whatever action is necessary to effect a transfer of the applicable assets
to such separate plan. Otherwise, such assets shall continue to be held under
this Plan and the provisions hereof shall govern.

Single Plan.For purposes of the Code and ERISA, the Plan as adopted by
the Participating Employers shall constitute a single plan rather than a
separate plan of each Participating Employer. All assets in the Trust Fund
shall be available to pay benefits to all Participants and their Beneficiaries.

PREDECESSOR PLANS AND ACCOUNTS

Article Controls.The provisions of this Article shall take precedence
over any conflicting provisions of any other Article of the Plan with respect
to the benefits, rights, and features of a Predecessor Plan remaining in effect
with respect to a Participants Predecessor Plan Account.

Predecessor Plans.The plans identified on Appendix to the Plan shall be
Predecessor Plans as of their respective Plan Affiliation Dates stated therein.

Merger Provisions.The following provisions shall be applicable to the
merger of each Predecessor Plan with this Plan as of the applicable Plan
Affiliation Date:

(a)  All participant accounts, employer contributions accounts, suspense
accounts, outstanding forfeitures, and loans under the Predecessor Plan shall
be transferred to this Plan;

(b)  All of the Predecessor Plans assets shall be transferred to this
Plan;

(c)  All of the Predecessor Plans benefit obligations shall be transferred
to this Plan and become the responsibility of the Plan;

(d)  On and after the Plan Affiliation Date, the rights of participants and
beneficiaries of participants under the Predecessor Plan shall be determined
strictly in accordance with the terms of this Plan; provided that, in
accordance with Paragraph (g), each such participants Predecessor Plan Account
shall be invested and reinvested in accordance with the applicable provisions
of the Predecessor Plan until the date on which the Predecessor Plans assets
are transferred to the trust under this Plan (transfer date);

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(e)  On the Plan Affiliation Date, the vested interest in the Plan of each
Participant whose account is transferred from the Predecessor Plan shall be no
less than his or her vested employer contributions account and his or her
participant contributions account under the Predecessor Plan on the date
preceding the merger;

(f)  The Trustee shall accept the Predecessor Plans assets when
transferred and shall have all the rights, duties, powers and responsibilities
with respect to such assets as prescribed under Article XIII of the Plan; and

(g)  Pursuant to Article VI of the Plan, each Participant who has an
account transferred from the Predecessor Plan shall make an investment election
with respect to such Predecessor Plan Account which shall be applicable as of
the transfer date, and shall invest and reinvest his or her Predecessor Plan
Account in accordance with the provisions thereof.

Predecessor Plan Accounts.Each Predecessor Plan Account shall separately
reflect the balance of each sub-account thereunder as of the Plan Affiliation
Date.

Distribution of Predecessor Plan Accounts.Notwithstanding any other
provision of the Plan to the contrary, with respect to his or her Predecessor
Plan Account only, a Predecessor Plan Participant may elect an optional form of
payment made available under the applicable Predecessor Plan as in effect
immediately prior to the Plan Affiliation Date if the distribution is made or
commences before January 1, 2002 (or, if later, the earlier of: (i) the
ninetieth (90th) day after the date such Participant has been furnished a
summary of material modifications (or summary plan description) that reflects
this provision, or (ii) the first day of the Plan Year following the Plan Year
in which occurs the applicable Predecessor Plan Affiliation Date). For
purposes of this Section, an optional form of payment is a distribution form
with respect to a Predecessor Plan Account, including all features relating to
such form that are protected under Section 411(d)(6) of the Code and Treasury
Regulation Section 1.411(d)-4. Effective January 1, 1998, the required
beginning date for any distribution under this Section shall be determined
under Section 10.05(d)(i).

Predecessor Plan Accounts Subject to Survivor Annuity Requirements.The
Plan shall be a transferee plan (within the meaning of Treasury Regulation
Section 1.401(a)-20) with respect to each Predecessor Plan Account attributable
to the SBERA 401(k) Plan As Adopted by Family Mutual Savings Bank, and each
other Predecessor Plan Account that may be held under this Plan as a result of
a merger, spinoff, or other transaction having the effect of a transfer that is
subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of
the Code. Notwithstanding any other provision of the Plan to the contrary, if
the Plan is a transferee plan with respect to any portion of a Participants
Aggregate Account, then his or her entire Aggregate Account (excluding his or
her ESOP Account) shall be subject to such survivor annuity requirements. With
respect to such requirements:

The Participants Aggregate Account (excluding his or her ESOP Account)
shall be administered in accordance with the applicable Predecessor Plan as in
effect on the date immediately preceding the Plan Affiliation Date.

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The Participant may elect an optional form of payment made available under
the applicable Predecessor Plan as in effect immediately prior to the Plan
Affiliation Date if the distribution is made or commences before January 1,
2002 (or, if later, the earlier of: (i) the ninetieth (90th) day after the date
such Participant has been furnished a summary of material modifications (or
summary plan description) that reflects this provision, or (ii) the first day
of Plan Year following the Plan Year in which occurs the applicable Predecessor
Plan Affiliation Date).

Effective for any distribution that is made or commences on or after
January 1, 2002 (or, if later, the earlier of: (i) the ninetieth (90th) day
after the date such Participant has been furnished a summary of material
modifications (or summary plan description) that reflects this provision, or
(ii) the first day of the Plan Year following the Plan Year in which occurs the
applicable Predecessor Plan Affiliation Date), the normal form of payment shall
be determined in accordance with the applicable Predecessor Plan and the
survivor annuity requirements of Sections 401(a)(11) and 417 of the Code. The
Participant may elect, in the manner described in Section 4.02 of the Banknorth
Group, Inc. Retirement Plan, to receive payment of his or her Aggregate Account
as a single lump sum payment in cash that is otherwise identical (within the
meaning of subsection (e) of Q&A-2 of Treasury Regulation § 1.411(d)-4) to the
optional forms of benefit that would have been available to the Participant
under the Predecessor Plan immediately prior to such date.

Each Aggregate Account (excluding the Predecessor Plan Participants ESOP
Account) that is subject to survivor annuity requirements hereunder shall be
accounted for in the manner described in Treasury Regulation Section
1.401(a)-20, Q&A-5(b).

Predecessor Plan ESOP Accounts.For periods before January 1, 2001, each
Predecessor Plan Account or portion thereof that is an ESOP Account under the
Banknorth Group, Inc. Employee Savings Plan (the KSOP) immediately prior to
the Plan Affiliation Date of the KSOP, including a matching contribution
account under the KSOP that is attributable to any period beginning on or after
January 1, 1999, shall, notwithstanding any other provision of this Plan to the
contrary, be subject to all applicable provisions of article XVII of the KSOP
and shall be administered in accordance with such article XVII as in effect on
the date immediately preceding the Plan Affiliation Date.

TOP HEAVY PROVISIONS

Article Controls.Any Plan provisions to the contrary notwithstanding,
the provisions of this Article shall control to the extent required to cause
the Plan to comply with the requirements imposed under Section 416 of the Code.

Definitions.For purposes of this Article, the following terms and
phrases shall have the respective meanings set forth below:

(a)  Account Balance means, as of any Valuation Date, the aggregate
amount credited to an individuals account or accounts under a qualified
defined contribution plan maintained by the Company or an Affiliate (excluding
employee contributions which were deductible within the meaning of Section 219
of the Code and rollover or transfer contributions

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made after December 31, 1983, by or on behalf of such individual to such plan
from another qualified plan sponsored by an entity other than the Company or an
Affiliate), increased by (1) the aggregate distributions made to such
individual from such plan during a five-year period ending on the Determination
Date and (2) the amount of any contributions due as of the Determination Date
immediately following such Valuation Date.

(b)  Accrued Benefit means, as of any Valuation Date, the present value
(computed on the basis of the Assumptions) of the cumulative accrued benefit
(excluding the portion thereof which is attributable to employee contributions
which were deductible pursuant to Section 219 of the Code, to rollover or
transfer contributions made after December 31, 1983, by or on behalf of such
individual to such plan from another qualified plan sponsored by an entity
other than the Company or an Affiliate, to proportional subsidies or to
ancillary benefits) of an individual under a qualified defined benefit plan
maintained by the Company or an Affiliate increased by (1) the aggregate
distributions made to such individual from such plan during a five-year period
ending on the Determination Date and (2) the estimated benefit accrued by such
individual between such Valuation Date and the Determination Date immediately
following such Valuation Date. Solely for the purpose of determining top-heavy
status, the Accrued Benefit of an individual shall be determined under (1) the
method, if any, that uniformly applies for accrual purposes under all qualified
defined benefit plans maintained by the Company and the Affiliates or (2) if
there is no such method, as if such benefit accrued not more rapidly than under
the slowest accrual rate permitted under Section 411(b)(1)(C) of the Code.

(c)  Aggregation Group means the group of qualified plans maintained by
the Company and each Affiliate consisting of (1) each plan in which a Key
Employee participates and each other plan which enables a plan in which a Key
Employee participates to meet the requirements of Sections 401(a)(4) or 410 of
the Code and any other plan which the Company elects to include as a part of
such group; provided, however, that the Company may not elect to include a plan
in such group if its inclusion would cause the group to fail to meet the
requirements of Sections 401(a)(4) or 410 of the Code.

(d)  Assumptions means the interest rate and mortality assumptions
specified for top-heavy status determination purposes in any defined benefit
plan included in the Aggregation Group including the Plan.

(e)  Determination Date means, for the first Plan Year of any plan, the
last day of such Plan Year and for each subsequent Plan Year of such plan, the
last day of the preceding Plan Year.

(f)  Key Employee means a key employee as defined in Section 416(i) of
the Code and the Treasury Regulations thereunder.

(g)  Valuation Date means, with respect to any Plan Year of any defined
contribution plan, the most recent date within the twelve-month period ending
on a Determination Date as of which the Trust Fund established under such plan
was valued and the net income (or loss) thereof allocated to participants
accounts. With respect to any Plan Year of any defined benefit plan, the most
recent date within a twelve-month period ending on a

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Determination Date as of which the plan assets were valued for purposes of
computing plan costs for purposes of the requirements imposed under Section 412
of the Code.

Top-Heavy Status.

(a)  The Plan shall be deemed to be top-heavy for a Plan Year, if, as of
the Determination Date for such Plan Year, (1) the sum of Account Balances of
Participants who are Key Employees exceeds sixty percent (60%) of the sum of
Account Balances of all Participants unless an Aggregation Group including the
Plan is not top-heavy or (2) an Aggregation Group including the Plan is
top-heavy. An Aggregation Group shall be deemed to be top-heavy as of a
Determination Date if the sum (computed in accordance with Section 416(g)(2)(B)
of the Code and the Treasury Regulations promulgated thereunder) of (1) the
Account Balances of Key Employees under all defined contribution plans included
in the Aggregation Group and (2) the Accrued Benefits of Key Employees under
all defined benefit plans included in the Aggregation Group exceeds sixty
percent (60%) of the sum of the Account Balances and the Accrued Benefits of
all individuals under such plans. Notwithstanding the foregoing, the Account
Balances and Accrued Benefits of individuals who are not Key Employees in any
Plan Year but who were Key Employees in any prior Plan Year shall not be
considered in determining the top-heavy status of the Plan for such Plan Year.
Further, notwithstanding the foregoing, the Account Balances and Accrued
Benefits of individuals who have not performed services for the Company at any
time during the five-year period ending on the applicable Determination Date
shall not be considered.

(b)  If the Plan is determined to be top-heavy for a Plan Year, the Company
shall contribute to the Plan for such Plan Year on behalf of each Participant
who is not a Key Employee and who has not terminated his or her employment as
of the last day of such Plan Year an amount equal to the lesser of (1) three
percent (3%) of such Participants Section 415 Compensation for such Plan Year
or (2) a percent of such Participants Section 415 Compensation for such Plan
Year equal to the greatest percent determined by dividing for each Key Employee
the amounts allocated to such Key Employees Salary Deferral Contribution
Account and Company Contribution accounts for such Plan Year by such Key
Employees Section 415 Compensation. The minimum contribution required to be
made for a Plan Year pursuant to this Paragraph for a Participant employed on
the last day of such Plan Year shall be made regardless of whether such
Participant is otherwise ineligible to receive an allocation of the Companys
contributions for such Plan Year. The minimum contribution required to be made
pursuant to this Paragraph shall also be made for an Employee who is not a Key
Employee and who is excluded from participation in the Plan for failing to make
Salary Deferrals.

Notwithstanding the foregoing, if the Plan is deemed to be top-heavy for a
Plan Year beginning before January 1, 2000, the Companys contribution for such
Plan Year pursuant to this Paragraph shall be increased by substituting four
percent in lieu of three percent in Clause (1) hereof to the extent that the
Board determines to so increase such contribution to comply with the provisions
of Section 416(h)(2) of the Code.

Notwithstanding the foregoing, no contribution shall be made pursuant to
this Paragraph for a Plan Year with respect to a Participant who is a
participant in another defined contribution plan sponsored by the Company or an
Affiliate if such Participant receives under such other defined contribution
plan (for the Plan Year of such plan ending with or within the Plan Year of

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this Plan) a contribution which is equal to or greater than the minimum
contribution required by Section 416(c)(2) of the Code. Notwithstanding the
foregoing, no contribution shall be made pursuant to this Paragraph for a Plan
Year with respect to a Participant who is a participant in a defined benefit
plan sponsored by the Company or an Affiliate if such Participant accrues under
such defined benefit plan (for the Plan Year of such plan ending with or within
the Plan Year of this Plan) a benefit which is at least equal to the benefit
described in Section 416(c)(1) of the Code. If the preceding sentence is not
applicable, the requirements of this Paragraph shall be met by providing a
minimum benefit under such defined benefit plan which, when considered with the
benefit provided under the Plan as an offset, is at least equal to the benefit
described in Section 416(c)(1) of the Code.

Termination of Top-Heavy Status.If the Plan has been deemed to be
top-heavy for one or more Plan Years and thereafter ceases to be top-heavy, the
provisions of this Article shall cease to apply to the Plan effective as of the
Determination Date on which it is determined to no longer be top-heavy.
Notwithstanding the foregoing, the nonforfeitable interest of each
Participants Aggregate Account as of such Determination Date shall not be
reduced.

Effect of Article.Notwithstanding anything contained herein to the
contrary, the provisions of this Article shall automatically become inoperative
and of no effect to the extent not required by the Code or ERISA.

Modification of Top-Heavy Rules After 2001

(a)  Effective Date.This Section shall apply for purposes of determining
whether the Plan is a top-heavy plan under Code Section 416(g) for Plan Years
beginning after December 31, 2001, and whether the Plan satisfies the minimum
benefits requirements of Code Section 416(c) for such years. This Section
amends this Article XVII.

(b)  Determination Of Top-Heavy Status.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Key Employee.Key employee means any employee or former
employee (including any deceased employee) who at any time during the
Plan Year that includes the determination date was an officer of the
Employer having annual Section 415 Compensation greater than $130,000 (as
adjusted under Code Section 416(i)(1) for Plan Years beginning after
December 31, 2002), a 5-percent owner of the employer, or a 1-percent
owner of the employer having annual Section 415 Compensation of more than
$150,000. The determination of who is a key employee will be made in
accordance with Code Section 416(i)(1) and the applicable regulations and
other guidance of general applicability issued thereunder.



| |                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Determination Of Present Values And Amounts.This clause (ii)
shall apply for purposes of determining the present values of accrued
benefits and the amounts of account balances of employees as of the
determination date.



| |                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) Distributions During Year Ending On The Determination
Date.The present values of accrued benefits and the amounts of
account balances of an employee as of the determination date shall
be increased by the distributions made

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | with respect to the employee under the plan and any plan
aggregated with the plan under Code Section 416(g)(2) during the
1-year period ending on the determination date. The preceding
sentence shall also apply to distributions under a terminated plan
which, had it not been terminated, would have been aggregated with
the plan under Code Section 416(g)(2)(A)(i). In the case of a
distribution made for a reason other than separation from service,
death, or disability, this provision shall be applied by
substituting 5-year period for 1-year period.



| |                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (B) Employees Not Performing Services During Year Ending On
The Determination Date.The accrued benefits and accounts of any
individual who has not performed services for the employer during
the 1-year period ending on the determination date shall not be
taken into account.

(c)  Minimum Benefits.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Matching Contributions.Employer matching contributions shall
be taken into account for purposes of satisfying the minimum contribution
requirements of Code Section 416(c)(2) and the Plan. The preceding
sentence shall apply with respect to matching contributions under the
Plan or, if the Plan provides that the minimum contribution requirement
shall be met in another plan, such other plan. Employer matching
contributions that are used to satisfy the minimum contribution
requirements shall be treated as matching contributions for purposes of
the actual contribution percentage test and other requirements of Code
Section 401(m).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Contributions Under Other Plans; Minimum Benefits for Employees
Also Covered Under Another Plan.Notwithstanding the foregoing, the
provisions of Section 17.03(b) regarding a Participant who is a
participant in another defined contribution plan sponsored by the Company
or an Affiliate and/or who is a Participant in a defined benefit plan
sponsored by the Company or an Affiliate are incorporated herein by
reference.

MISCELLANEOUS

Not Contract of Employment.The adoption and maintenance of this Plan
shall not be deemed to be a contract between the Company and any person or to
be consideration for the employment of any person. Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of
the Company or to restrict the right of the Company to discharge any person at
any time, nor shall the Plan be deemed to give the Company the right to require
any person to remain in the employ of the Company or to restrict any persons
right to terminate his or her employment at any time.

Non-Assignability of the Right to Receive Benefits.

(a)  Except with respect to the creation, assignment, or recognition of a
right to a benefit payable with respect to a Participant pursuant to a
Qualified Domestic Relations Order, and subject to Paragraph (b), no benefit
payable under the Plan to any person shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, or charge

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the same shall be void. No such benefit shall be in any manner liable for, or
subject to, the debts, contracts, liabilities, engagements, or torts of any
person nor shall it be subject to attachment or legal process for or against
any person, and the same shall not be recognized under the Plan, except to the
extent as may be provided pursuant to a Qualified Domestic Relations Order or
an order or requirement to pay described in Paragraph (b), or otherwise
required by law.

(b)  Effective August 5, 1997, Paragraph (a) shall not apply to any offset
of a Participants Aggregate Account balance against an amount that the
Participant is ordered or required to pay to the Plan, and the Plan shall not
be treated as failing to meet the requirements of Code Sections 401(a)(13) or
409(d) solely by reason of such an offset, provided:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the order or requirement to pay arises (A) under a judgment of
conviction for a crime involving the Plan; (B) under a civil judgment
(including a consent order or decree) entered by a court in an action
brought in connection with a violation (or alleged violation) of Part 4
of Subtitle B of Title I of ERISA; or (C) pursuant to a settlement
agreement between the Secretary of Labor and the Participant, or a
settlement agreement between the Pension Benefit Guaranty Corporation and
the Participant, in connection with a violation (or alleged violation) of
Part 4 of Subtitle B of Title I of ERISA by a fiduciary or any other
person;



| |                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) the judgment, order, decree or settlement agreement expressly
provides for the offset of all or a part of the amount ordered or
required to be paid to the Plan against the Participants Aggregate
Account balance; and



| |                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) in the event that the survivor annuity requirements of Code
Section 401(a)(11) apply with respect to distribution of the
Participants Aggregate Account, if the Participant has a spouse at the
time at which the offset is to be made, the requirements of Code Section
401(a)(13)(C)(iii) are satisfied.

Payments Solely from Trust Fund.All benefits payable under the Plan
shall be paid or provided for solely from the Trust Fund and neither the
Company nor the Trustee assumes any liability or responsibility for the
adequacy thereof. Each person entitled at any time to any payment hereunder
shall look solely for such payment to the Trust Fund. The Plan Administrator
or the Trustee may require execution and delivery of such instruments as are
deemed necessary to assure proper payment of any benefits.

No Benefits to the Company.No part of the corpus or income of the Trust
Fund shall be used for any purpose other than the exclusive purpose of
providing benefits for the Participants and their beneficiaries and defraying
reasonable expenses of administering the Plan. Anything to the contrary herein
notwithstanding, the Plan shall never be construed to vest any rights in the
Company other than those specifically given herein.

Severability.If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions hereof. Instead, each provision shall be fully severable
and the Plan shall be construed and enforced as if said illegal or invalid
provision had never been included herein.

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Governing Law; Interpretation.The provisions of this Plan shall be
construed and enforced according to the laws of the State of Maine, to the
extent that such laws are not preempted by the laws of the United States of
America, and in such manner as will tend to carry out the purposes of the Plan.
Should this Plan be found or be held to contain contradictory clauses or
should there appear to be a conflict between different provisions hereof, the
interpretation that favors this Plan as a qualified plan under Section 401 of
the Code shall govern over any other interpretation; provided, however, that
neither the Trustee nor the Plan Administrator shall be under any liability or
responsibility for failure of this Plan or the Trust to qualify at any time or
for any period as a tax-exempt Plan and Trust under the provisions of the Code
or for any tax or increase in tax upon any Participant or Beneficiary by reason
of any benefits payable or contributions made hereunder.

Headings of Sections.The headings of sections and articles are included
solely for convenience of reference, and if there is any conflict between such
headings and the text of the Plan, the text shall control.

Effect of Mistake.In the event of a mistake or misstatement as to age or
eligibility of any individual, or the amount of accrued benefits applicable to
a Participant, or distributions made or to be made to a Participant or other
individual pursuant the Plan, the Plan Administrator shall, to the extent it
deems possible, make such adjustment in its sole discretion as will in its
judgment accord to such Participant or other individual the accrued benefits or
distributions to which he or she is properly entitled.

Bonding.Unless exempted by ERISA, every fiduciary (as defined under
Section 3(21)(A) of ERISA) shall be bonded in an amount not less than ten
percent (10%) of the amount of the funds such fiduciary handles; provided,
however, that the minimum bond shall be one thousand dollars ($1,000) and the
maximum bond five hundred thousand dollars ($500,000). The amount of funds
handled shall be determined at the beginning of each Plan Year by the amount of
funds handled by such persons, group, or class to be covered and their
predecessors, if any, during the preceding Plan Year, or if there is no
preceding Plan Year, then by the amount of the funds to be handled during the
then current year. The bond shall provide protection to the Plan against any
loss by reason of acts of fraud or dishonesty by the fiduciary alone or with
others. The surety shall be a corporate surety company (as such term is used
in Section 412(a)(2) of ERISA), and the bond shall be in a form approved by the
Secretary of Labor. Notwithstanding anything in this Plan to the contrary, the
cost of such bonds shall be paid from the Trust Fund, unless otherwise directed
by the Plan Administrator.

USERRA Requirements.Effective December 12, 1994, notwithstanding any
provision of this Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be provided in
accordance with Section 414(u) of the Code.

EPCRS, Etc. Adjustments.The Company, a Participating Employer, the Plan
Administrator, the Trustee, any Investment Manager and any other person
providing services to the Plan, acting jointly or singly, as the situation may
require, shall take such action, pursuant to the Employee Plans Compliance
Resolution System or any successor system, policy or program established by the
Internal Revenue Service as may be necessary or appropriate to correct any
operational failure occurring in the administration of the Plan.

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IN WITNESS WHEREOF, to record the adoption of the Plan, as amended and
restated herein, Banknorth Group, Inc. has caused this instrument to be
executed by its duly authorized officer to become effective as of January 1,
2004.

|                        |  |                       |                      
|----------------------- |  | --------------------- | ---------------------
|                        |  | BANKNORTH GROUP, INC.
|                        |  |                       |                      
|                        |  | By:                   | /s/ Susan G. Shorey  
|                        |  |                       |                      
|                        |  | Its:                  | Senior Vice President
|                        | 
|Dated: February 5, 2004 |  |                       |                      

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APPENDIX Predecessor Plans

The following table identifies Predecessor Plans that were merged into
this Plan after January 1, 2001. The provisions of each Predecessor Plan
remaining in effect solely with respect to a Participants Predecessor Plan
Account in accordance with Article XIV hereof shall be the provisions of each
such plan as of the Plan Affiliation Date set forth below, except as is
otherwise specifically provided in this Plan to the contrary.

|                                                                         |  |                      
|------------------------------------------------------------------------ |  | ---------------------
|Predecessor Plan                                                         |  | Plan Affiliation Date
|                                                                         |  |                      
|Morse Payson & Noyes Incentive Savings Plan                              |  | December 31, 2002    
|Arthur A. Watson & Company, Inc. Employees Master
Retirement Plan       |  | June 1, 2003         
|SBERA 401(k) Plan as Adopted by Ipswich Savings Bank                     |  | February 28, 2003    
|Community Insurance Agencies, Inc. 401(k) Plan and Trust                 |  | April 1, 2003        
|Adirondack Community Financial Services 401(k) Plan                      |  | April 1, 2003        
|Southington Savings Bank 401(k) Plan                                     |  | May 1, 2003          
|Warren Five Cents Saving Bank 401(k) Plan                                |  | June 1, 2003         
|American Savings Bank Employees Savings & Profit Sharing Plan and Trust |  | October 1, 2003      

Each of the following tables identifies Predecessor Plans that were merged
into either the Banknorth Group, Inc. Thrift Incentive Plan or the Banknorth
Group, Inc. Profit Sharing and Employee Stock Ownership Plan prior to the
merger of the two Banknorth Group, Inc. plans as of the Effective Date. The
provisions of each Predecessor Plan remaining in effect solely with respect to
a Participants Predecessor Plan Account in accordance with Article XIV hereof
shall be the provisions of each such plan as of the Plan Affiliation Date set
forth below, as modified through the Effective Date (including amendments made
by the Schedules included in this Appendix), except as is otherwise
specifically provided in this Plan to the contrary.

Predecessor Plans Merged Into the
Banknorth Group, Inc. Thrift Incentive Plan

|         |  |                                                                                          |  |                      
|-------- |  | ---------------------------------------------------------------------------------------- |  | ---------------------
|Schedule |  | Predecessor Plan                                                                         |  | Plan Affiliation Date
|         |  |                                                                                          |  |                      
|1        |  | Mid Maine Savings Bank, FSB 401(k) Savings Plan                                          |  | January 1, 1996      
|2        |  | Bank of New Hampshire Corporation Tax Deferred Savings &
Investment Plan                 |  | July 1, 1996         
|3        |  | SBERA 401(k) Plan As Adopted By Family Mutual Savings Bank                               |  | April 1, 1997        
|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    
|7        |  | SIS Bank Employees Savings Incentive Plan                                               |  | December 31, 1999    
|N/A      |  | Individual Account Portion of the Peoples Heritage
Financial Group, Inc. Retirement Plan |  | March 1, 2000        
|8        |  | Banknorth Group, Inc. Employee Savings Plan                                              |  | October 1, 2000      

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Predecessor Plans Merged Into the Banknorth Group, Inc.
Profit Sharing and Employee Stock Ownership Plan

|                                                                  |  |                      
|----------------------------------------------------------------- |  | ---------------------
|Predecessor Plan                                                  |  | Plan Affiliation Date
|                                                                  |  |                      
|Family Mutual Savings Bank Employee Stock Ownership Plan          |  | October 31, 1997     
|Mid Maine Savings Bank, FSB Employee Stock Ownership Plan         |  | December 1, 1997     
|Springfield Institution for Savings Employee Stock Ownership Plan |  | September 30, 1999   

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Schedule 1 Amendment to the Mid Maine Savings Bank, FSB 401(k) Savings Plan

The Mid Maine Savings Bank, FSB 401(k) Savings Plan (the Plan), as in
effect on December 31, 1995, is hereby amended in the following respects,
notwithstanding any provision of the Plan to the contrary:

1.     Effective December 12, 1994, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with
Section 414(u) of the Internal Revenue Code of 1986, as amended (the Code).

2.     Effective for limitation years beginning after 1994, pursuant to Code
Section 415(c), annual additions that may be allocated to the account of a
participant for a limitation year shall not exceed the lesser of (a) $30,000
(as adjusted pursuant to Code Section 415(d)(1)) or (b) Twenty-five percent
(25%) of the participants compensation taken into account for purposes of Code
Section 415(c) for the year.

Schedule 2 Amendment to the Bank of New Hampshire Corporation Tax Deferred
Savings & Investment Plan

The Bank of New Hampshire Corporation Tax Deferred Savings & Investment
Plan (the Plan), as in effect on June 30, 1996, is hereby amended in the
following respects, notwithstanding any provision of the Plan to the contrary:

1.     Effective December 12, 1994, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with
Section 414(u) of the Internal Revenue Code of 1986, as amended (the Code).

2.     Effective for limitation years beginning after 1994, pursuant to Code
Section 415(c), annual additions that may be allocated to the account of a
participant for a limitation year shall not exceed the lesser of (a) $30,000
(as adjusted pursuant to Code Section 415(d)(1)) or (b) Twenty-five percent
(25%) of the participants compensation taken into account for purposes of Code
Section 415(c) for the year.

Schedule 3 Amendment 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
Plan), as in effect on March 31, 1997, is hereby amended in the following
respects, notwithstanding any provision of the Plan to the contrary:

1.     Effective December 12, 1994, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with
Section 414(u) of the Internal Revenue Code of 1986, as amended (the Code).

2.     Effective for limitation years beginning after 1994, pursuant to Code
Section 415(c), annual additions that may be allocated to the account of a
participant for a limitation year

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shall not exceed the lesser of (a) $30,000 (as adjusted pursuant to Code
Section 415(d)(1)) or (b) Twenty-five percent (25%) of the participants
compensation taken into account for purposes of Code Section 415(c) for the
year.

3.     Effective generally for plan years commencing after December 31, 1996,
an employee shall be considered a highly compensated employee if he or she
(a) was a five percent owner at any time during the plan year or the preceding
plan year; or (b) had compensation from the employer for the preceding plan
year in excess of eighty thousand dollars ($80,000) or such higher amount in
effect under Section 414(q) of the Code and was in the top-paid group for such
year. The determination of who is a highly compensated employee, including the
determination of the number and identity of employees in the top-paid group,
shall be made in accordance with Section 414(q) of the Code and the regulations
thereunder.

4.     Effective generally for plan years commencing after December 31, 1996,
the family aggregation rules required by Code Section 414(q)(6) prior to the
amendment of Section 414(q) by the Small Business Job Protection Act of 1996
(SBJPA) are deleted from the Plan. In addition, any reference to the
provision for family aggregation as described in Code Sections 401(a)(17)(A)
and 404(l), prior to amendment by the SBJPA, is also deleted.

5.     Effective generally for plan years commencing after December 31, 1996,
a leased employee for purposes of the Plan shall be a leased employee within
the meaning of Code Section 414(n)(2), as amended by the SBJPA.

6.     Effective generally for plan years commencing after December 31, 1996,
for purposes of Code Sections 401(k)(3) and 401(m)(2), the actual deferral
percentage and actual contribution percentage for non-highly compensated
employees shall be determined using the prior year testing method described in
Internal Revenue Service Notices 97-2 and 98-1; provided however, that the plan
sponsor may elect to change to the current year testing method in accordance
with Notice 98-1.

7.     Effective generally for plan years commencing after December 31, 1996,
any distribution of excess contributions or excess aggregate contributions for
any plan year shall be made to highly compensated employees on the basis of the
amount of contributions by, or on behalf of, each such employee.

Schedule 4 Amendment to the Atlantic Bank 401(k) Profit Sharing Plan

The Atlantic Bank 401(k) Profit Sharing Plan (the Plan), as in effect on
November 30, 1997, is hereby amended in the following respects, notwithstanding
any provision of the Plan to the contrary:

1.     Effective December 12, 1994, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with
Section 414(u) of the Internal Revenue Code of 1986, as amended (the Code).

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2.     Effective for limitation years beginning after 1994, pursuant to Code
Section 415(c), annual additions that may be allocated to the account of a
participant for a limitation year shall not exceed the lesser of (a) $30,000
(as adjusted pursuant to Code Section 415(d)(1)) or (b) Twenty-five percent
(25%) of the participants compensation taken into account for purposes of Code
Section 415(c) for the year.

3.     Effective generally for plan years commencing after December 31, 1996,
an employee shall be considered a highly compensated employee if he or she
(a) was a five percent owner at any time during the plan year or the preceding
plan year; or (b) had compensation from the employer for the preceding plan
year in excess of eighty thousand dollars ($80,000) or such higher amount in
effect under Section 414(q) of the Code and was in the top-paid group for such
year. The determination of who is a highly compensated employee, including the
determination of the number and identity of employees in the top-paid group,
shall be made in accordance with Section 414(q) of the Code and the regulations
thereunder.

4.     Effective generally for plan years commencing after December 31, 1996,
the family aggregation rules required by Code Section 414(q)(6) prior to the
amendment of Section 414(q) by the SBJPA are deleted from the Plan. In
addition, any reference to the provision for family aggregation as described in
Code Sections 401(a)(17)(A) and 404(l), prior to amendment by the SBJPA, is
also deleted.

5.     Effective generally for plan years commencing after December 31, 1996,
a leased employee for purposes of the Plan shall be a leased employee within
the meaning of Code Section 414(n)(2), as amended by the SBJPA.

6.     Effective generally for plan years commencing after December 31, 1996,
for purposes of Code Sections 401(k)(3) and 401(m)(2), the actual deferral
percentage and actual contribution percentage for non-highly compensated
employees shall be determined using the prior year testing method described in
Internal Revenue Service Notices 97-2 and 98-1; provided however, that the plan
sponsor may elect to change to the current year testing method in accordance
with Notice 98-1.

7.     Effective generally for plan years commencing after December 31, 1996,
any distribution of excess contributions or excess aggregate contributions for
any plan year shall be made to highly compensated employees on the basis of the
amount of contributions by, or on behalf of, each such employee.

Schedule 5 Amendment to the Concord Savings Bank 401(k) Plan

The Concord Savings Bank 401(k) Plan (the Plan), as in effect on October
31, 1998, is hereby amended in the following respects, notwithstanding any
provision of the Plan to the contrary:

1.     Effective December 12, 1994, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with
Section 414(u) of the Internal Revenue Code of 1986, as amended (the Code).

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2.     Effective for limitation years beginning after 1994, pursuant to Code
Section 415(c), annual additions that may be allocated to the account of a
participant for a limitation year shall not exceed the lesser of (a) $30,000
(as adjusted pursuant to Code Section 415(d)(1)) or (b) Twenty-five percent
(25%) of the participants compensation taken into account for purposes of Code
Section 415(c) for the year.

3.     Effective generally for plan years commencing after December 31, 1996,
an employee shall be considered a highly compensated employee if he or she
(a) was a five percent owner at any time during the plan year or the preceding
plan year; or (b) had compensation from the employer for the preceding plan
year in excess of eighty thousand dollars ($80,000) or such higher amount in
effect under Section 414(q) of the Code and was in the top-paid group for such
year. The determination of who is a highly compensated employee, including the
determination of the number and identity of employees in the top-paid group,
shall be made in accordance with Section 414(q) of the Code and the regulations
thereunder.

4.     Effective generally for plan years commencing after December 31, 1996,
the family aggregation rules required by Code Section 414(q)(6) prior to the
amendment of Section 414(q) by the SBJPA are deleted from the Plan. In
addition, any reference to the provision for family aggregation as described in
Code Sections 401(a)(17)(A) and 404(l), prior to amendment by the SBJPA, is
also deleted.

5.     Effective generally for plan years commencing after December 31, 1996,
a leased employee for purposes of the Plan shall be a leased employee within
the meaning of Code Section 414(n)(2), as amended by the SBJPA.

6.     Effective generally for plan years commencing after December 31, 1996,
for purposes of Code Sections 401(k)(3) and 401(m)(2), the actual deferral
percentage and actual contribution percentage for non-highly compensated
employees shall be determined using the prior year testing method described in
Internal Revenue Service Notices 97-2 and 98-1; provided however, that the plan
sponsor may elect to change to the current year testing method in accordance
with Notice 98-1.

7.     Effective generally for plan years commencing after December 31, 1996,
any distribution of excess contributions or excess aggregate contributions for
any plan year shall be made to highly compensated employees on the basis of the
amount of contributions by, or on behalf of, each such employee.

8.     Effective for plan years commencing after December 31, 1997, for
purposes of Code Section 415, compensation shall include any elective deferrals
within the meaning of Code Section 402(g)(3) and any amount that is contributed
or deferred by the employer at the election of an employee and which is not
includable in the gross income of the employee by reason of Section 125 or 457
of the Code.

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Schedule 6 Amendment to the CFX Corporation 401(k) Plan

The CFX Corporation 401(k) Plan (the Plan), as in effect on December 14,
1998, is hereby amended in the following respects, notwithstanding any
provision of the Plan to the contrary:

1.     Effective December 12, 1994, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with
Section 414(u) of the Internal Revenue Code of 1986, as amended (the Code).

2.     Effective for limitation years beginning after 1994, pursuant to Code
Section 415(c), annual additions that may be allocated to the account of a
participant for a limitation year shall not exceed the lesser of (a) $30,000
(as adjusted pursuant to Code Section 415(d)(1)) or (b) Twenty-five percent
(25%) of the participants compensation taken into account for purposes of Code
Section 415(c) for the year.

3.     Effective generally for plan years commencing after December 31, 1996,
an employee shall be considered a highly compensated employee if he or she
(a) was a five percent owner at any time during the plan year or the preceding
plan year; or (b) had compensation from the employer for the preceding plan
year in excess of eighty thousand dollars ($80,000) or such higher amount in
effect under Section 414(q) of the Code and was in the top-paid group for such
year. The determination of who is a highly compensated employee, including the
determination of the number and identity of employees in the top-paid group,
shall be made in accordance with Section 414(q) of the Code and the regulations
thereunder.

4.     Effective generally for plan years commencing after December 31, 1996,
the family aggregation rules required by Code Section 414(q)(6) prior to the
amendment of Section 414(q) by the SBJPA are deleted from the Plan. In
addition, any reference to the provision for family aggregation as described in
Code Sections 401(a)(17)(A) and 404(l), prior to amendment by the SBJPA, is
also deleted.

5.     Effective generally for plan years commencing after December 31, 1996,
a leased employee for purposes of the Plan shall be a leased employee within
the meaning of Code Section 414(n)(2), as amended by the SBJPA.

6.     Effective generally for plan years commencing after December 31, 1996,
for purposes of Code Sections 401(k)(3) and 401(m)(2), the actual deferral
percentage and actual contribution percentage for non-highly compensated
employees shall be determined using the prior year testing method described in
Internal Revenue Service Notices 97-2 and 98-1; provided however, that the plan
sponsor may elect to change to the current year testing method in accordance
with Notice 98-1.

7.     Effective generally for plan years commencing after December 31, 1996,
any distribution of excess contributions or excess aggregate contributions for
any plan year shall be made to highly compensated employees on the basis of the
amount of contributions by, or on behalf of, each such employee.

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8.     Effective for plan years commencing after December 31, 1997, for
purposes of Code Section 415, compensation shall include any elective deferrals
within the meaning of Code Section 402(g)(3) and any amount that is contributed
or deferred by the employer at the election of an employee and which is not
includable in the gross income of the employee by reason of Section 125 or 457
of the Code.

Schedule 7 Amendment to the SIS Bank Employees Savings Incentive Plan

The SIS Bank Employees Savings Incentive Plan (the Plan), as in effect
on December 30, 1999, is hereby amended in the following respects,
notwithstanding any provision of the Plan to the contrary:

1.     Effective December 12, 1994, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with
Section 414(u) of the Internal Revenue Code of 1986, as amended (the Code).

2.     Effective for limitation years beginning after 1994, pursuant to Code
Section 415(c), annual additions that may be allocated to the account of a
participant for a limitation year shall not exceed the lesser of (a) $30,000
(as adjusted pursuant to Code Section 415(d)(1)) or (b) Twenty-five percent
(25%) of the participants compensation taken into account for purposes of Code
Section 415(c) for the year.

3.     Effective generally for plan years commencing after December 31, 1996,
an employee shall be considered a highly compensated employee if he or she
(a) was a five percent owner at any time during the plan year or the preceding
plan year; or (b) had compensation from the employer for the preceding plan
year in excess of eighty thousand dollars ($80,000) or such higher amount in
effect under Section 414(q) of the Code and was in the top-paid group for such
year. The determination of who is a highly compensated employee, including the
determination of the number and identity of employees in the top-paid group,
shall be made in accordance with Section 414(q) of the Code and the regulations
thereunder.

4.     Effective generally for plan years commencing after December 31, 1996,
the family aggregation rules required by Code Section 414(q)(6) prior to the
amendment of Section 414(q) by the SBJPA are deleted from the Plan. In
addition, any reference to the provision for family aggregation as described in
Code Sections 401(a)(17)(A) and 404(l), prior to amendment by the SBJPA, is
also deleted.

5.     Effective generally for plan years commencing after December 31, 1996,
a leased employee for purposes of the Plan shall be a leased employee within
the meaning of Code Section 414(n)(2), as amended by the SBJPA.

6.     Effective generally for plan years commencing after December 31, 1996,
for purposes of Code Sections 401(k)(3) and 401(m)(2), the actual deferral
percentage and actual contribution percentage for non-highly compensated
employees shall be determined using the prior year testing method described in
Internal Revenue Service Notices 97-2 and 98-1; provided

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however, that the plan sponsor may elect to change to the current year testing
method in accordance with Notice 98-1.

7.     Effective generally for plan years commencing after December 31, 1996,
any distribution of excess contributions or excess aggregate contributions for
any plan year shall be made to highly compensated employees on the basis of the
amount of contributions by, or on behalf of, each such employee.

8.     Effective for plan years commencing after December 31, 1997, for
purposes of Code Section 415, compensation shall include any elective deferrals
within the meaning of Code Section 402(g)(3) and any amount that is contributed
or deferred by the employer at the election of an employee and which is not
includable in the gross income of the employee by reason of Section 125 or 457
of the Code.

Schedule 8 Amendment to the Banknorth Group, Inc. Employee Savings Plan

The Banknorth Group, Inc. Employee Savings Plan (the Plan), as in effect
on September 30, 2000, is hereby amended in the following respects,
notwithstanding any provision of the Plan to the contrary:

1.     Effective for plan years commencing after December 31, 1997, for
purposes of Code Section 415, compensation shall include any elective deferrals
within the meaning of Code Section 402(g)(3) and any amount that is contributed
or deferred by the employer at the election of an employee and which is not
includable in the gross income of the employee by reason of Section 125 or 457
of the Code.

2.     Effective for distributions made after December 31, 1999, an eligible
rollover distribution shall not include any hardship distribution described in
Code Section 401(k)(2)(B)(i)(IV).

80