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                                                                   EXHIBIT 10(f)


                             BANKNORTH GROUP, INC.
                          SUPPLEMENTAL RETIREMENT PLAN

                             ARTICLE ONE - GENERAL

        The purpose of this Banknorth Group, Inc. Supplemental Retirement Plan
(this "Plan") is to attract and retain certain key employees of Banknorth Group,
Inc. (the "Company") and its affiliates (the Company and its affiliates are
collectively referred to as the "Group") by recognizing the past service of such
key employees and providing supplemental retirement benefits as herein
described. This Plan is made effective as of March 27, 2001 (the "Effective
Date").

                           ARTICLE TWO - ADMINISTRATOR

        Subject to Article Ten below, the Plan shall be administered by the
Company's Board of Directors (the "Board") or a committee thereof (the Board or
such committee is hereinafter referred to as the "Administrator"). The
Administrator shall interpret the Plan, shall prescribe, amend and rescind rules
relating to it from time to time as it deems proper and in the best interests of
the Company, and shall take any other action necessary for the administration of
the Plan. Any decision or interpretation adopted by the Administrator shall be
final conclusive and binding upon all Participants.

                          ARTICLE THREE - PARTICIPATION

        3.01 GENERAL. Any individual who, as of the Effective Date, is a Key
Employee, as defined below, shall become a Participant on the Effective Date.
Any individual who, after the Effective Date, becomes a Key Employee shall
become a Participant on the date determined by guidelines established by the
Administrator. For the purposes of this Plan the term "Key Employee" means an
employee of any member


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of the Group whose position is designated at Level 20 or above and with respect
to whom application of the formula set forth in Section (a) of Article 4.01
below would yield a positive dollar amount; provided, however, that neither the
term Key Employee nor the term Participant shall include any employee of any
member of the group who is entitled to supplemental retirement benefits under
any Supplemental Retirement Agreement or other similar agreement between such
employee and any member of the Group.

        3.02 TERMINATION; REEMPLOYMENT. A Participant shall cease to be a
Participant upon termination of employment with the Group or otherwise ceasing
to be a participant in the Pension Plan (defined below). A former Participant
who recommences employment as a Key Executive (a "Former Participant") may
recommence participation in the Plan only with the permission of and in
accordance with guidelines determined by the Administrator. Without limiting the
foregoing, in the case of any Former Participant who has received any payments
under the Plan, the Administrator, in its discretion, may impose such conditions
to subsequent participation (which may include adjustments to the SRA and
suspension of benefits under the Plan during any period of subsequent
participation) as the Administrator deems appropriate or necessary for the
proper administration of the Plan; provided that the Administrator shall first
notify the Former Participant of such conditions and offer the Former
Participant the option of accepting the same and again becoming a Participant or
declining his or her eligibility for subsequent participation.

                       ARTICLE FOUR - RETIREMENT BENEFITS

        4.01 GENERAL. Each Participant shall be entitled to a supplemental
pension (the "SRA") in an amount equal to the excess, if any of:



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                (i) the benefit to which such Participant would be entitled
under the Banknorth Group, Inc. Retirement Plan (known before May 10, 2000, as
the Peoples Heritage Financial Group, Inc. Retirement Plan and hereinafter
referred to as the "Pension Plan") stated in the form described in the first
sentence of Section 3.2 of the Pension Plan (the "Normal Benefit") and
commencing on the Executive's "Normal Retirement Date" as defined in the Pension
Plan (the "NRD"), computed without regard to those provisions of the Pension
Plan implementing the restrictions or limitations imposed by the provisions of
Section 1.16 of the Pension Plan following the first paragraph thereof or any
other Pension Plan provision implementing the limitations set forth in Sections
401(a)(17), of the Internal Revenue Code of 1986, as amended (the "Code"), and
without regard to Section 3.10 of the Pension Plan or any other Pension Plan
provision implementing the limitations set forth in Section 415 of the Code (the
"Hypothetical Unrestricted Benefit"); over

                (ii) the amount of the actual Normal Benefit payable to such
Participant commencing on the NRD under the Pension Plan.

        4.02 CHANGE IN CONTROL. In the event of a "Change in Control" as defined
in the Banknorth Group, Inc. Change in Control Protection Plan, as amended and
in effect from time to time, the Hypothetical Unrestricted Benefit shall be
calculated under Section 4.01 assuming the Pension Plan provided a fully vested
benefit at all times (i.e., without any reduction in respect of amounts which
might otherwise be forfeited by the Participant under the terms of the Pension
Plan).

        4.03 PAYMENT OF BENEFIT. Unless otherwise elected as described in this
Section 4.03, the SRA shall be paid in the form of a Normal Benefit commencing
on



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the Participant's NRD. Participants may elect to receive the SRA (x) in any of
the forms of benefit available under the Pension Plan (including any early
retirement benefit to which the Participant is entitled under the Pension Plan),
in which case the amount of payments under such alternate form shall be
determined in accordance with the provisions of the Pension Plan controlling the
determination of the amount of payments under such form under the Pension Plan
or (y) in a lump sum payment (to be made within thirty (30) days after
termination of employment) in amount equal to the Actuarial Equivalent (as
defined in the Pension Plan) of the SRA determined in the manner prescribed for
determining Actuarial Equivalents under the Pension Plan. Any election of an
alternate form of benefit shall be made in the manner determined by the
Administrator; provided that (i) except as provided in Section 4.4(b) of the
Pension Plan, no such election may be made after the date on which benefit
payments commence and (ii) no such election shall take effect before the date
that is twelve months after the date the election is made, unless the
Administrator, in its discretion, determines otherwise.

        4.04 BENEFICIARY. In the event of death of a Participant, SRA payments,
if any, to be made after the date of death (as determined with reference to the
benefit election, if any, in effect on the date of the Participant's death,
"Remaining Payments") shall be made to his or her Beneficiary, as defined below,
and in such case all references to "Participant" herein shall, where applicable,
apply to the Beneficiary of the deceased Participant. The "Beneficiary" shall be
the person, if any, entitled to receive benefits following the death of a
Participant as provided under the Pension Plan. If no Beneficiary is designated,
the designation is ineffective, or the Beneficiary dies, any then Remaining
Payments shall be paid to the estate of the deceased Participant.



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        4.05 REFERENCES TO PENSION PLAN. In the event of any amendment,
restatement or other modification of the Pension Plan (including any replacement
of the Pension Plan), this Plan shall be deemed automatically amended to
incorporate corresponding modifications to the extent necessary to correct any
references to Sections of the Pension Plan herein and to preserve the intended
meaning and import of such references. Without limiting the foregoing, the
Administrator may at any time and from time to time amend or modify the Plan to
the extent it deems necessary to address modifications or amendments to the
Pension Plan.

                             ARTICLE FIVE-ASSIGNMENT

        No right to payment and of any amount under the Plan may be assigned,
transferred, pledged or encumbered, nor shall any such right or other interest
in amounts payable under the Plan be subject to any attachment, garnishment,
execution or other legal process.

                             ARTICLE SIX-OTHER PLANS

        Nothing in the Plan shall be construed to alter, abridge, or in any
manner affect the rights and privileges of any Participant to participate in and
be covered by any pension, profit-sharing, group insurance, bonus or any other
employee plan or plans which any member of the Group may have or hereafter have,
except as otherwise expressly provided herein or in any such other plans.

                             ARTICLE SEVEN - FUNDING

        The Company, in its discretion, shall have the right at any time and
from time to time to insure or otherwise provide for the obligations under the
Plan (or to refrain from so insuring or making any such provision) and to
determine the extent, nature and method



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of any such insurance or provision, including the establishment of one or more
trusts. If the Company elects to insure its obligations under the Plan, in whole
or in part, through the medium of insurance or annuities, or both, the Company,
or a designated member of the Group shall be the owner and beneficiary of each
such policy or annuity. At no time shall any Participant be deemed to have any
right, title or interest in or to any specified asset or assets of any such
trust or escrow arrangement, including, without limitation, any insurance,
annuity or other contracts or any proceeds therefrom.

                        ARTICLE EIGHT - NO TRUST CREATED

        Nothing herein shall be deemed to create any trust or fiduciary
relationship of any kind between any member of the Group and any Participant,
Beneficiary or estate of any Participant.

                          ARTICLE NINE -REORGANIZATION

        The Company shall not merge or consolidate into or with another
corporation, or reorganize, or sell substantially all of its assets to another
corporation, firm, or person unless and until such succeeding or continuing
corporation, firm or person agrees to assume and discharge the obligation of the
Company and the Group under the Plan. Upon the occurrence of any such merger,
consolidation, reorganization, or sale, the term "the Company" as used in this
Plan shall be deemed to refer to such successor, assignee, or survivor
corporation firm or person.

                         ARTICLE TEN - CLAIMS PROCEDURE

        10.01 GENERAL. Any claim for benefits under the Plan ("Claim") shall be
made by written notice (x) specifying in reasonable detail the basis for the
Claim and proof of eligibility and (y) submitted to the Administrator within six
months after the date on



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which such benefit is claimed to have been due. Within sixty (60) days after its
receipt of a Claim, the Administrator shall respond to the Participant (or
Beneficiary or estate in the case of a deceased Participant) submitting the
Claim by written notice of its determination to approve or deny the same, which
notice, in the case of any denial, shall further set forth in reasonable detail
and in a manner calculated to be understood by the claimant the basis for
denial, specific reference to the Plan provisions on which the denial is based,
steps to be taken to have the denial reviewed and, if applicable, a description
of any additional material needed to be provided by the claimant. The claimant
may, in its discretion, elect to treat any failure of the Administrator to
respond to a Claim within the time period set forth above as denial.

        10.02 REVIEW. If a Claim is denied, the claimant may obtain a review of
the denial by written request for review (x) specifying in reasonable detail the
basis for the claimant's determination that denial was erroneous and (y)
submitted to the Administrator within sixty (60) days after the date of denial
or deemed denial of the Claim pursuant to Section 10.01 above, as applicable.
Within sixty days (60) following the Administrator's receipt of a request for
review, the Administrator shall review the Claim (together with any supporting
documents or other written materials reasonably related to the request and
submitted therewith) and give the claimant written notice of its determination
to approve or deny the same, which notice, in the case of any denial, shall
further set forth in reasonable detail the basis for denial. Any action,
determination or interpretation taken or made by the Administrator shall be
conclusive and binding on all Participants and other persons and the
Administrator shall have full discretion in carrying out its responsibilities
under the Plan; provided, however, that in the event of a Change in



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Control (as defined in Section 4.02 above), the Administrator shall have no
authority to change or reverse any determination made prior to the Change in
Control and any determination of the Administrator made after the Change in
Control shall be subject to de novo review in any challenge or appeal brought by
or on behalf of any Participant.

               ARTICLE ELEVEN - AMENDMENT, SUSPENSION, TERMINATION

        The Board may at any time and from time to time amend, suspend or
terminate the Plan or any Participant's participation therein; provided,
however, that no amendment, suspension or termination may impair the rights of
any Participant (or, in the case of a deceased Participant, his or her
Beneficiary or estate) to receive benefits accrued prior to the effective date
of such amendment, suspension or termination, and further provided that, on
termination of the Plan or any Participant's participation, the Company may, in
its discretion, elect to pay the entire unpaid balance of any Participant's
accrued benefits in a single lump sum amount equal to the Actuarial Equivalent
(as defined in the Retirement Plan) of such Participant's accrued benefits as of
the date of such termination. The Administrator may amend the Plan, without
Board approval, to ensure that the Company may obtain any regulatory approval or
to accomplish any other reasonable purpose, provided that the Administrator may
not effect a change that would materially increase the cost of the Plan to the
Company.

                  ARTICLE ELEVEN - GOVERNING LAW; SEVERABILITY

        This Plan shall be governed by and construed in accordance with the laws
of the State of Maine without regard to its conflicts of laws principles. Each
provision of this Plan is intended to be severable and the invalidity,
illegality or unenforceability of any portion of this Plan shall not affect the
validity, legality and enforceability of the remainder.



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                           ARTICLE TWELVE - EMPLOYMENT

        Nothing herein shall be deemed to confer on any Participant any right to
continue in employment with the Company or any other member of the Group, or to
interfere with or limit in any way the right of the Company or any other member
of the Group to terminate such employment at any time. The benefits provided
under this Plan are not part of any salary reduction plan or an arrangement
deferring a bonus or a salary increase.

                         ARTICLE THIRTEEN - WITHHOLDING

        The Company shall be entitled to withhold from payment of benefits
hereunder any federal, state or local withholding or other taxes, or charge from
time to time required to be withheld. The Company shall be entitled to rely on
the opinion or advice of its counsel in determining its withholding obligations.








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        IN WITNESS WHEREOF, the Company has caused this Plan to be executed as
of the Effective Date.



                                              BANKNORTH GROUP, INC.


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
















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