<PAGE>

                                                                   EXHIBIT 10(g)




                           DEFERRED COMPENSATION PLAN
                  FOR NON-EMPLOYEE DIRECTORS AND KEY EMPLOYEES



BANKNORTH GROUP, INC.
Plan Document
--------------------------------------------------------------------------------




                              AMENDED AND RESTATED
                            EFFECTIVE JANUARY 1, 2003















                               COPYRIGHT (C) 2002
                           BY WESTPORT WORLDWIDE, LLC
                               ALL RIGHTS RESERVED



<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                       <C>

Purpose    1
ARTICLE 1            Definitions............................................................................  1

ARTICLE 2            Selection/Enrollment/Eligibility.......................................................  6
         2.1         Eligibility............................................................................  6
         2.2         Enrollment Requirements................................................................  6
         2.3         Commencement of Participation..........................................................  7
         2.4         Termination of Participation and/or Deferrals..........................................  7
         2.5         Limited Participation..................................................................  7

ARTICLE 3            Deferral Commitments/Company Contributions/Crediting/Taxes.............................  7
         3.1         Minimum Deferral.......................................................................  7
         3.2         Maximum Deferral.......................................................................  8
         3.3         Election to Defer/Effect of Election Form..............................................  8
         3.4         Mandatory Bonus Deferrals..............................................................  9
         3.5         Withholding of Annual Deferral Amounts.................................................  9
         3.6         Company Discretionary Amount...........................................................  9
         3.7         Annual Company Matching Amount......................................................... 10
         3.8         Payment Elections...................................................................... 10
         3.9         Vesting................................................................................ 10
         3.10        Crediting/Debiting of Account Balances................................................. 11
         3.11        FICA and Other Taxes................................................................... 14

ARTICLE 4            Short-Term Payout/Unforeseeable Financial Emergencies.................................. 15
         4.1         Short-Term Payout...................................................................... 15
         4.2         Other Benefits Take Precedence Over Short-Term Payout.................................. 15
         4.3         Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.................. 16

ARTICLE 5            Termination Benefit/Change in Control Benefit.......................................... 16
         5.1         Termination Benefit.................................................................... 16
         5.2         Payment of Termination Benefit......................................................... 16
         5.3         Change in Control Benefit.............................................................. 16
</TABLE>



                                       i

<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

<TABLE>
<S>                                                                                                       <C>
ARTICLE 6            Beneficiary Designation................................................................ 17
         6.1         Beneficiary............................................................................ 17
         6.2         Beneficiary Designation/Change......................................................... 17
         6.3         Acknowledgment......................................................................... 17
         6.4         No Beneficiary Designation............................................................. 17
         6.5         Doubt as to Beneficiary................................................................ 17
         6.6         Discharge of Obligations............................................................... 18

ARTICLE 7            Leave of Absence....................................................................... 18
         7.1         Paid Leave of Absence.................................................................. 18
         7.2         Unpaid Leave of Absence................................................................ 18

ARTICLE 8            Termination/Amendment/Modification..................................................... 19
         8.1         Termination............................................................................ 19
         8.2         Amendment.............................................................................. 19
         8.3         Acceleration........................................................................... 19
         8.4         Effect of Payment...................................................................... 20
         8.5         Amendment to Ensure Proper Characterization of the Plan ............................... 20
         8.6         Changes in Law Affecting Taxability.................................................... 20

ARTICLE 9            Administration......................................................................... 21
         9.1         Committee Duties....................................................................... 21
         9.2         Agents................................................................................. 21
         9.3         Binding Effect of Decisions............................................................ 22
         9.4         Indemnity of Committee................................................................. 22
         9.5         Company Information.................................................................... 22

ARTICLE 10           Other Benefits and Agreements.......................................................... 22
         10.1        Coordination with Other Benefits....................................................... 22

ARTICLE 11           Claims Procedures...................................................................... 22
         11.1        Scope of Claims Procedures............................................................. 22
         11.2        Initial Claim.......................................................................... 23
         11.3        Review Procedures...................................................................... 24
         11.4        Calculation of Time Periods............................................................ 26
         11.5        Legal Action........................................................................... 26
</TABLE>



                                       ii

<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

<TABLE>
<S>                                                                                                       <C>
ARTICLE 12           Trust.................................................................................. 27
         12.1        Establishment of the Trust............................................................. 27
         12.2        Interrelationship of the Plan and the Trust............................................ 27
         12.3        Investment of Trust Assets............................................................. 27
         12.4        Distributions from the Trust........................................................... 27

ARTICLE 13           Miscellaneous.......................................................................... 27
         13.1        Status of Plan......................................................................... 27
         13.2        Unsecured General Creditor............................................................. 27
         13.3        Company's Liability.................................................................... 28
         13.4        Nonassignability....................................................................... 28
         13.5        Not a Contract of Employment........................................................... 28
         13.6        Furnishing Information................................................................. 28
         13.7        Terms.................................................................................. 28
         13.8        Captions............................................................................... 29
         13.9        Governing Law.......................................................................... 29
         13.10       Notice................................................................................. 29
         13.11       Successors............................................................................. 29
         13.12       Spouse's Interest...................................................................... 29
         13.13       Validity............................................................................... 29
         13.14       Incompetent............................................................................ 29
         13.15       Court Order............................................................................ 30
         13.16       Distribution in the Event of Taxation.................................................. 30
         13.17       Insurance.............................................................................. 30
</TABLE>



                                       iii

<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...


                BANKNORTH GROUP, INC. DEFERRED COMPENSATION PLAN
                  FOR NON-EMPLOYEE DIRECTORS AND KEY EMPLOYEES

                              Amended and Restated
                            Effective January 1, 2003

                                     PURPOSE

        The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated employees and members of the boards of
directors of Banknorth Group, Inc. (the "Sponsor") and those of the Sponsor's
affiliates that have adopted this Plan with the approval of the Sponsor's board
of directors (the Sponsor, as well as each such affiliate, hereinafter is
referred to as the "Company"). This Plan shall be unfunded for tax purposes and
for purposes of Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

        For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1     "Account Balance" shall mean, with respect to a Participant, a credit on
        the records of the Company equal to the sum of (i) the Deferral Account
        balance, (ii) the Company Matching Account balance and (iii) the Company
        Discretionary Account balance. The Account Balance, and each other
        specified account balance, shall be a bookkeeping entry only and shall
        be utilized solely as a device for the measurement and determination of
        the amounts to be paid to a Participant, or his or her designated
        Beneficiary, pursuant to this Plan.

1.2     "Annual Base Salary" shall mean the annual cash compensation relating to
        services performed during any calendar year, whether or not paid in such
        calendar year or included on the Federal Income Tax Form W-2 for such
        calendar year, excluding incentives, bonuses, commissions, overtime,
        fringe benefits, stock options, relocation expenses, non-monetary
        awards, Non-Employee Director Fees and other fees, automobile and other
        allowances paid to a Participant for employment services rendered
        (whether or not such allowances are included in the Key Employee's gross
        income). Annual Base Salary shall be calculated without regard to any
        reductions for compensation voluntarily deferred or contributed by the
        Participant pursuant to all qualified or non-qualified plans of the
        Company (and therefore shall be calculated to include amounts not
        otherwise included in the Participant's gross income under Code Sections
        125, 402(e)(3) or 402(h) pursuant to plans established by the Company).

1.3     "Company Discretionary Amount" shall mean, for the Plan Year of
        reference, the amount determined in accordance with Section 3.6.

1.4     "Annual Company Matching Amount" shall mean, for the Plan Year of
        reference, the amount determined in accordance with Section 3.7.



                                       1
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

1.5     "Annual Deferral Amount" shall mean that portion of a Participant's
        Annual Base Salary and/or Incentive Payments, or Non-Employee Director
        Fees, that a Participant elects to have, and is, deferred in accordance
        with Article 3, for the Plan Year of reference. In the event of a
        Participant's Retirement, Disability (if deferrals cease in accordance
        with Section 8.1), death or a Termination of Service prior to the end of
        a Plan Year, such year's Annual Deferral Amount shall be the actual
        amount withheld prior to such event.

1.6     "Beneficiary" shall mean one or more persons, trusts, estates or other
        entities, designated in accordance with Article 9, that are entitled to
        receive benefits under this Plan upon the death of a Participant.

1.7     "Beneficiary Designation Form" shall mean the form established from time
        to time by the Committee that a Participant completes, signs and returns
        to the Committee to designate one or more Beneficiaries.

1.8     "Board" shall mean the board of directors of Banknorth Group, Inc. or
        Banknorth, N.A.

1.9     "Change in Control" shall have the meaning provided in the Banknorth
        Group, Inc. Change-in-Control Protection Plan.

1.10    "Claimant" shall have the meaning set forth in Section 14.1.

1.11    "Code" shall mean the Internal Revenue Code of 1986, as amended from
        time to time.

1.12    "Committee" or "Plan Committee" shall mean the committee described in
        Section 12.1 or its designee.

1.13    "Common Stock" means the common stock of the Sponsor, $.01 par value or,
        in the event that the outstanding shares of common stock are later
        changed into or exchanged for a different class of stock or securities
        of the Sponsor or another corporation, that other stock or security.

1.14    "Common Stock Fund" means a Measurement Fund (as described in Section
        3.10(c)) maintained on the books of the Sponsor reflecting credits to
        Participants' Account Balances in Stock Units.

1.15    "Common Stock Sub-Account" shall mean the portion (if any) of a
        Participant's Account Balance allocated to the Common Stock Fund.

1.16    "Company" or "Companies" shall mean the Sponsor, together with those of
        the Sponsor's affiliates whose inclusion in the Plan has been approved
        by the Sponsor's Board, and any successor to all or substantially all of
        the Company's assets or business.

1.17    "Company Discretionary Account" shall mean (i) the sum of all of a
        Participant's Company Discretionary Amounts, plus (ii) amounts credited
        or debited in accordance with all the applicable crediting provisions of
        this Plan that relate to the Participant's Company Discretionary
        Account, less (iii) all distributions made to the Participant or his or
        her Beneficiary pursuant to this Plan that relate to the Participant's
        Company Discretionary Account.



                                       2
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

1.18    "Company Matching Account" shall mean (i) the sum of all of a
        Participant's Annual Company Matching Amounts, plus (ii) amounts
        credited or debited in accordance with all the applicable crediting
        provisions of this Plan that relate to the Participant's Company
        Matching Account, less (iii) all distributions made to the Participant
        or his or her Beneficiary pursuant to this Plan that relate to the
        Participant's Company Matching Account.

1.19    "Deduction Limitation" shall mean the following described limitation on
        a benefit that may otherwise be distributable pursuant to the provisions
        of this Plan. Except as otherwise provided, this limitation shall be
        applied to all distributions that are "subject to the Deduction
        Limitation" under this Plan. If the Company determines in good faith
        that there is a reasonable likelihood that any compensation paid to a
        Participant for a taxable year of the Company would not be deductible by
        the Company solely by reason of the limitation under Code Section
        162(m), then to the extent deemed necessary by the Company to ensure
        that the entire amount of any distribution to the Participant pursuant
        to this Plan is deductible, the Company may defer all or any portion of
        a distribution under this Plan. Any amounts deferred pursuant to this
        limitation shall continue to be credited or debited with additional
        amounts in accordance with Section 3.10 below, even if such amount is
        being paid out in installments. The amounts so deferred and amounts
        credited or debited thereon shall be distributed to the Participant or
        his or her Beneficiary (in the event of the Participant's death) at the
        earliest possible date, as determined by the Company in good faith, on
        which the deductibility of compensation paid or payable to the
        Participant for the taxable year of the Company during which the
        distribution is made will not be limited by Code Section 162(m).
        Notwithstanding anything to the contrary in this Plan, the Deduction
        Limitation shall not apply to any distributions made after a Change in
        Control.

1.20    "Deferral Account" shall mean (i) the sum of all of a Participant's
        Annual Deferral Amounts, plus (ii) amounts credited or debited in
        accordance with all the applicable crediting provisions of this Plan
        that relate to the Participant's Deferral Account, less (iii) all
        distributions made to the Participant or his or her Beneficiary pursuant
        to this Plan that relate to his or her Deferral Account.

1.21    "Disability" shall mean either (a) eligibility for long-term disability
        benefits under any applicable long-term disability plan of the Company,
        or (b) a finding by the Committee, based on medical evidence
        satisfactory to it, that the Participant is totally disabled, whether
        due to physical or mental condition, so as to be prevented from engaging
        in further service to the Company or any of its subsidiaries and that
        such disability will be permanent and continuous during the remainder of
        the Participant's life.

1.22    "Disability Benefit" shall mean the benefit set forth in Article 8.

1.23    "Effective Date" shall mean the effective date of this amended and
        restated version of the Plan, which is January 1, 2003.

1.24    "Election Form" shall mean the form or forms established from time to
        time by the Committee that a Participant completes, signs and returns to
        the Committee to make an election under the Plan.

1.25    "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
        as amended from time to time.



                                       3
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

1.26    "401(k) Plan" shall mean the Company's tax qualified 401(k) retirement
        plan, as amended from time to time.

1.27    "Incentive Payments" shall mean any compensation paid to a Participant
        under the Banknorth Group, Inc. Executive Incentive Plan and relating to
        services performed during any calendar year, whether or not paid in such
        calendar year or included on the Federal Income Tax Form W-2 for such
        calendar year.

1.28    "Insider" shall mean any Participant who is either (i) an "officer" as
        that term is defined under Rule 16(a)-1(f) promulgated by the Securities
        and Exchange Commission under the Securities and Exchange Act of 1934,
        as amended, or any successor rule or regulation, or (ii) a Non-Employee
        Director.

1.29    "Key Employee" shall mean a person who is an employee of the Company and
        whose position is designated at Level 22 or above.

1.30    "Non-Employee Director" shall mean any member of the Board who is not
        also a Key Employee.

1.31    "Non-Employee Director Fees" shall mean any cash retainer and meeting
        fees paid to a Non-Employee Director for each regular or special meeting
        and for any committee meetings attended.

1.32    "Participant" shall mean, subject to Section 3.4, any Non-Employee
        Director and any Key Employee (i) who elects to participate in the Plan,
        (ii) who signs an Election Form(s) and a Beneficiary Designation Form,
        (iii) whose signed Election Form(s) and Beneficiary Designation Form are
        accepted by the Committee, (iv) who commences participation in the Plan.
        The term Participant shall also include an individual who is continuing
        to participate in the Plan pursuant to Section 2.5 below. A spouse or
        former spouse of a Participant shall not be treated as a Participant in
        the Plan or have an Account Balance under the Plan under any
        circumstance.

1.33    "Plan" shall mean this Deferred Compensation Plan for Non-Employee
        Directors and Key Employees, as evidenced by this instrument and by each
        Plan Agreement, as they may be amended from time to time.

1.34    "Plan Year" shall mean a period beginning on January 1 of each calendar
        year and continuing through December 31 of such calendar year during
        which this Plan is in effect.

1.35    "Retirement", "Retire(s)" or "Retired" shall mean severance from
        employment or directorship with the Company for any reason other than a
        leave of absence, death or Disability on or after the attainment of age
        fifty-five (55) and achievement of five full years of continuous
        employment, or service as a member of the Board by the Company.

1.36    "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.37    "Stock Unit" means an artificial unit of value, the amount of one unit
        of which varies with the value of one share of Common Stock.

1.38    "Termination Benefit" shall mean the benefit set forth in Article 5.


                                       4
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

1.39    "Termination of Service" shall mean the severing of (a) employment with
        the Company, or (b) service as a Non-Employee Director, voluntarily or
        involuntarily, for any reason other than an authorized leave of absence.
        A mere transfer of status from employment to service as a Non-Employee
        Director or from service as a Non-Employee Director to employment shall
        not be a Termination of Service.

1.40    "Trust" shall mean the trust, if any, established pursuant to this Plan,
        as amended from time to time.

1.41    "Unforeseeable Financial Emergency" shall mean an unanticipated
        emergency that is caused by an event beyond the control of the
        Participant that would result in severe financial hardship to the
        Participant resulting from (i) a sudden and unexpected illness or
        accident of the Participant or a dependent of the Participant, (ii) a
        loss of the Participant's property due to casualty, or (iii) such other
        extraordinary and unforeseeable circumstances arising as a result of
        events beyond the control of the Participant, all as determined in the
        sole discretion of the Committee.

1.42    "Yearly Installment Method" shall be a yearly installment payment over
        the number of years selected by the Participant in accordance with this
        Plan, calculated as follows (subject to Section 3.10(e)): The Account
        Balance of the Participant shall be calculated as of the close of
        business on the date of reference (or, if the date of reference is not a
        business day, on the immediately following business day), and shall be
        paid as soon as practicable thereafter. The date of reference with
        respect to the first yearly installment payment shall be as provided in
        Article 4 or 5, as applicable, and the date of reference with respect to
        subsequent yearly installment payments shall be the anniversary of the
        previous payment for the applicable Plan Year. The yearly installment
        shall be calculated by multiplying this balance by a fraction, the
        numerator of which is one (1), and the denominator of which is the
        remaining number of yearly payments due the Participant. By way of
        example, if the Participant elects a ten (10) year Yearly Installment
        Method, the first payment shall be one-tenth (1/10) of the Account
        Balance, calculated as described in this definition. The following year,
        the payment shall be one-ninth (1/9) of the Account Balance, calculated
        as described in this definition.

                                    ARTICLE 2
                        SELECTION/ENROLLMENT/ELIGIBILITY

2.1     ELIGIBILITY. Participation in the Plan shall be limited to Non-Employee
        Directors and to Key Employees who the Committee determines to admit, in
        its sole discretion. It is intended that Key Employees shall meet the
        requirement of ERISA that they be members of a select group of
        management or highly compensated employees of the Company. A new
        Participant shall not be considered eligible to participate until they
        have received notice of such eligibility.

2.2     ENROLLMENT REQUIREMENTS. Except as provided in Section 3.4, as a
        condition to participation, each qualifying Key Employee and each
        Non-Employee Director shall complete, execute and return to the
        Committee an Election Form(s) and a Beneficiary Designation Form, or
        such other forms as the Committee shall determine, all within fifteen
        (15) days after he or she receives the Election Forms. In addition, the
        Committee shall establish from time to time such other enrollment
        requirements as it determines in its sole discretion are appropriate.



                                       5
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

2.3     COMMENCEMENT OF PARTICIPATION. Provided a qualifying Key Employee or a
        Non-Employee Director has met all enrollment requirements set forth in
        this Plan and required by the Committee, including returning all
        required documents to the Committee within the specified time period,
        that Key Employee or Non-Employee Director shall commence participation
        in the Plan on the first day of the Plan Year following the month in
        which the Key Employee or Non-Employee Director completes all enrollment
        requirements. Except as provided in Section 3.4, or as otherwise
        provided by the Committee, if a Key Employee or Non-Employee Director
        fails to meet all such requirements within the period required, in
        accordance with Section 2.2, that Key Employee or Non-Employee Director
        shall not be eligible to participate in the Plan until the first day of
        the following Plan Year, again subject to timely delivery to and
        acceptance by the Committee of the required documents.

2.4     TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
        determines in good faith that a Key Employee no longer qualifies as a
        member of a select group of management or highly compensated employees,
        as membership in such group is determined in accordance with Sections
        201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
        right, in its sole discretion, to (i) terminate any deferral election
        the Participant has made for the remainder of the Plan Year in which the
        Participant's membership status changes, (ii) prevent the Participant
        from making future deferral elections and/or (iii) immediately
        distribute the Participant's then vested Account Balance as a final
        payment of all amounts due hereunder and terminate the Participant's
        participation in the Plan.

2.5     LIMITED PARTICIPATION. Any individual who does not meet the definition
        of Non-Employee Director set forth in Section 1.31, or of Key Employee
        set forth in Section 1.29, but who, until the Effective Date, had
        participated in the Plan, shall continue to participate in the Plan (as
        amended and restated hereby) solely with respect to his or her Account
        Balance as of the Effective Date. However, such employee shall not be
        entitled to elect Annual Deferral Amounts, or to have Company
        contributions made to the Plan on his or her behalf, on or after the
        Effective Date, and shall be subject to distribution as provided in
        clause (iii) of Section 2.4 above if the Committee so determines at any
        time.

                                    ARTICLE 3
           DEFERRAL COMMITMENTS/COMPANY CONTRIBUTIONS/CREDITING/TAXES

3.1     MINIMUM DEFERRAL.

        ANNUAL BASE SALARY, INCENTIVE PAYMENTS AND NON-EMPLOYEE DIRECTOR FEES.
        For each Plan Year, a Participant may elect to defer, as his or her
        Annual Deferral Amount, Annual Base Salary and/or Incentive Payments, or
        Non-Employee Director Fees, in the minimum amount of five percent (5%)
        of each such item of compensation.


        Notwithstanding the foregoing, the Committee may, in its sole
        discretion, establish for any Plan Year a different minimum amount for
        Annual Base Salary and/or Incentive Payments and/or Non-Employee
        Director Fees. If an election is made with respect to any such item of
        compensation for less than the stated minimum amount, or if no election
        is made, the amount deferred with respect to that item of compensation
        shall be zero (0).



                                       6
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

3.2     MAXIMUM DEFERRAL.

        (a)     ANNUAL BASE SALARY, INCENTIVE PAYMENTS AND NON-EMPLOYEE DIRECTOR
                FEES. For each Plan Year, a Participant may elect to defer, as
                his or her Annual Deferral Amount, Annual Base Salary and/or
                Incentive Payments, or Non-Employee Director Fees, up to the
                following maximum percentages for each deferral elected:


<TABLE>
<CAPTION>
                ---------------------------------------------------------------------------
                Deferral Type                               Maximum Percentage
                <S>                                         <C>
                ---------------------------------------------------------------------------
                Annual Base Salary                                       70%
                ---------------------------------------------------------------------------
                Incentive Payments                                      100%
                ---------------------------------------------------------------------------
                Non-Employee Director Fees                              100%
                ---------------------------------------------------------------------------
</TABLE>


        (b)     COMMITTEE'S DISCRETION. Notwithstanding the foregoing, (i) the
                Committee may, in its sole discretion, establish for any Plan
                Year maximum percentages which differ from those set forth
                above.

3.3     ELECTION TO DEFER/EFFECT OF ELECTION FORM.

        (a)     FIRST PLAN YEAR. The Participant shall make a deferral election
                for the Plan Year in which the Participant commences
                participation in the Plan, along with such other elections as
                the Committee deems necessary or desirable under the Plan. For
                these elections to be valid, the Election Form(s) must be
                completed and signed by the Participant, timely delivered to the
                Committee (in accordance with Section 2.2 above) and accepted by
                the Committee.

        (b)     SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, a deferral
                election for that Plan Year, and such other elections as the
                Committee deems necessary or desirable under the Plan, shall be
                made by timely delivering to the Committee, in accordance with
                its rules and procedures, before the end of the Plan Year
                preceding the Plan Year for which the election is made, a new
                Election Form(s). If no such Election Form(s) is timely
                delivered for a Plan Year, the Annual Deferral Amount shall be
                zero (0) for that Plan Year.

        (c)     CHANGE IN ELECTION. A Participant may not elect to change his or
                her deferral election that is in effect for a Plan Year;
                provided, however, that a Participant may revoke with the
                Committee's consent completely a deferral election for Annual
                Base Salary, not yet payable at the time of the Participant's
                revocation election (which revocation will itself be irrevocable
                for the remainder of the Plan Year).

3.4     MANDATORY BONUS DEFERRALS. Notwithstanding anything herein to the
        contrary, from time to time the Company may require the deferral of all
        or a portion of bonuses paid to certain members of senior management of
        Banknorth Group, Inc. in order to comply with provisions of Federal
        income tax law. If payment of all or a portion of any bonus



                                       7
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

        earned by a Key Employee is thus deferred by the Company under an
        applicable bonus plan, such deferral shall be referred to herein as a
        "Mandatory Deferral". A Mandatory Deferral for a Plan Year shall be
        invested and paid according to the terms of the deferral election made
        with respect to that Plan Year. Should the Participant fail to make such
        a deferral election, the Mandatory Deferral shall be made according to
        the terms and conditions of his or her most recent deferral election, or
        if the Participant has failed to make any such elections, deferral shall
        be until the later of (i) the date provided for lump sum payment under
        Article 5 below, or (ii) such date as shall be determined by the
        Committee as necessary to comply with such tax law provisions.

3.5     WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Annual
        Base Salary portion of the Annual Deferral Amount shall be withheld from
        each regularly scheduled Annual Base Salary payroll in the percentage
        elected by the Participant, as adjusted from time to time for increases
        and decreases in Annual Base Salary. The Incentive Payments portion of
        the Annual Deferral Amount, if any, shall be withheld at the time the
        Incentive Payments are or otherwise would be paid to the Participant,
        whether or not this occurs during the Plan Year itself. The Non-Employee
        Director Fees portion of the Annual Deferral Amount, if any, shall be
        withheld at the time the Non-Employee Director Fees are or otherwise
        would be paid to the Participant, whether or not this occurs during the
        Plan Year itself.

3.6     COMPANY DISCRETIONARY AMOUNT. For any Plan Year, the Committee, in its
        sole discretion, may, but is not required to, credit any amount it
        desires to any Participant's Company Discretionary Account under this
        Plan, which amount shall be for that Participant the Company
        Discretionary Amount for that Plan Year. The amount so credited to a
        Participant may be smaller or larger than the amount credited to any
        other Participant, and the amount credited to any Participant for a Plan
        Year may be zero (0), even though one or more other Participants receive
        an Company Discretionary Amount for that Plan Year. Unless otherwise
        specified by the Committee, the Company Discretionary Amount, if any,
        shall be credited as of the last day of the Plan Year. Unless otherwise
        specified by the Committee, if a Participant to whom an Company
        Discretionary Amount is credited is not employed by the Company or has
        discontinued service as a Non-Employee Director as of the last day of a
        Plan Year other than by reason of his or her Retirement, death or
        Disability, the Company Discretionary Amount for that Plan Year shall be
        zero (0).

3.7     ANNUAL COMPANY MATCHING AMOUNT. Solely with respect to a Participant who
        is a Key Employee, the Participant's Annual Company Matching Amount, if
        any, for the Plan Year of reference shall be equal to (i) the amount of
        the Company's matching contribution that would be made to the 401(k)
        Plan on the Participant's behalf for the plan year of the 401(k) Plan
        that corresponds to the Plan Year if the 401(k) Plan were permitted to
        include in its definition of "compensation" for Company matching
        contribution purposes the Participant's Annual Deferral Amount but for
        the fact that such amounts were deferred hereunder, minus (ii) the
        amount of the Company's matching contributions that actually are made to
        the 401(k) Plan on the Participant's behalf for the plan year of the
        401(k) Plan that corresponds to the Plan Year. A Participant who is not
        eligible for the plan year of the 401(k) Plan (or for any portion
        thereof) to receive an allocation of Company matching contributions
        under the 401(k) Plan shall not be eligible for the allocation of an
        Annual Company Matching Amount hereunder. Each Participant's Annual
        Company Matching Amount shall be credited to his or her Company Matching
        Account as soon as administratively practicable after the last day of
        the Plan Year to which it relates.



                                       8
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

3.8     PAYMENT ELECTIONS. At the time of filing the deferral election for the
        first Plan Year, as described in Section 3.3(a) above, the Participant
        shall elect on an Election Form to receive his or her benefit as a
        Short-Term Payout or as a Termination Benefit, and such election shall
        also direct payment as in a lump-sum, a Yearly Installment Method of
        five (5) years or, solely for a Termination Benefit applicable to a
        Retirement, in a Yearly Installment Method of ten (10) years. The
        Participant may change his or her election to an allowable alternative
        payout by submitting a new Election Form to the Committee, provided that
        any such Election Form is submitted at least one (1) year prior to the
        Participant's Termination of Service and is accepted by the Committee in
        its sole discretion. A Participant whose status as an employee or
        director terminated prior to the Effective Date, but who is
        participating pursuant to Section 2.5 above, may be required by the
        Committee to change his or her election as per the previous sentence.
        The Election Form most recently accepted by the Committee shall govern
        the payout of the entire Termination Benefit.

3.9     VESTING.

        (a)     A Participant shall at all times be one hundred percent (100%)
                vested in his or her Deferral Account.

        (b)     A Participant shall become vested in his or her Company
                Discretionary Account pursuant to a vesting schedule, if any,
                approved and documented by the Committee at the time the Company
                Discretionary Amounts credited to the Participant's Company
                Discretionary Account for a Plan Year.

        (c)     A Participant shall become vested in his or her Company Matching
                Account as and to the extent that the Participant becomes vested
                in Company matching contributions under the 401(k) Plan.


3.10    CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
        to, the rules and procedures that are established from time to time by
        the Committee, in its sole discretion, amounts shall be credited or
        debited to a Participant's Account Balance in accordance with the
        following rules:

        (a)     ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with
                his or her initial deferral election in accordance with Section
                3.3(a) above, shall elect, on the Election Form(s), one or more
                Measurement Fund(s) (as described in Section 3.10(c) below) to
                be used to determine the additional amounts to be credited or
                debited to his or her Account Balance for the first business day
                of the Plan Year, continuing thereafter unless changed in
                accordance with the next sentence. Commencing with the first
                business day of the Plan Year, and continuing thereafter for the
                remainder of the Plan Year (unless the Participant ceases during
                the Plan Year to participate in the Plan), the Participant may
                (but is not required to) elect at such time or times as shall be
                determined by the Committee, by submitting an Election Form(s)
                to the Committee that is accepted by the Committee (which
                submission may take the form of an electronic transmission, if
                required or permitted by the Committee), to add or delete one or
                more Measurement Fund(s) to be used to determine the additional
                amounts to be credited or debited to his or her Account Balance,
                or to change the portion of his or her Account Balance allocated
                to each previously or newly elected Measurement Fund(s). If an
                election is made in accordance with the previous sentence, it
                shall apply to the next business day and continue thereafter,
                unless changed in



                                       9
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

                accordance with the previous sentence. Notwithstanding the
                above, no amount allocated to the Common Stock Fund may
                thereafter be reallocated to any other Measurement Fund.

        (b)     PROPORTIONATE ALLOCATION. In making any election described in
                Section 3.10(a) above, the Participant shall specify on the
                Election Form(s), in whole percentage points, the percentage of
                his or her Account Balance to be allocated to a Measurement
                Fund.

        (c)     MEASUREMENT FUNDS. The Participant may elect one or more of the
                Measurement Funds set forth on Schedule A (the "Measurement
                Funds"), for the purpose of crediting or debiting additional
                amounts to his or her Account Balance. The Committee may, in its
                sole discretion, discontinue, substitute or add a Measurement
                Fund(s). Each such action will take effect as of the first
                business day that follows by thirty (30) days the day on which
                the Committee gives Participants advance written notice of such
                change. If the Committee receives an initial or revised
                Measurement Fund(s) election which it deems to be incomplete,
                unclear or improper, the Participant's Measurement Fund(s)
                election then in effect shall remain in effect (or, in the case
                of a deficiency in an initial Measurement Fund(s) election, the
                Participant shall be deemed to have filed no deemed investment
                direction in which event the Participant shall be deemed to have
                made such election as the Committee shall determine). If the
                Committee possesses (or is deemed to possess as provided in the
                previous sentence) at any time directions as to Measurement
                Fund(s) of less than all of the Participant's Account Balance,
                the Participant shall be deemed to have directed that the
                undesignated portion of the Account Balance be deemed to be
                invested in a money market, fixed income or similar Measurement
                Fund made available under the Plan as determined by the
                Committee in its discretion. Each Participant hereunder, as a
                condition to his or her participation hereunder, agrees to
                indemnify and hold harmless the Committee and the Company, and
                their agents and representatives, from any losses or damages of
                any kind relating to (i) the Measurement Funds made available
                hereunder and (ii) any discrepancy between the credits and
                debits to the Participant's Account Balance based on the
                performance of the Measurement Funds and what the credits and
                debits otherwise might be in the case of an actual investment in
                the Measurement Funds.

        (d)     CREDITING OR DEBITING METHOD. The performance of each elected
                Measurement Fund (either positive or negative) will be
                determined by the Committee, in its sole discretion, based on
                the performance of the Measurement Funds themselves. Subject to
                Section 3.10(e) below, a Participant's Account Balance shall be
                credited or debited on a daily basis based on the performance of
                each Measurement Fund selected by the Participant, or as
                otherwise determined by the Committee in its sole discretion, as
                though (i) a Participant's Account Balance were invested in the
                Measurement Fund(s) selected by the Participant, in the
                percentages elected by the Participant as of the measurement
                date, at the closing price on such date; (ii) the portion of the
                Annual Deferral Amount that was actually deferred was invested
                in the Measurement Fund(s) selected by the Participant, in the
                percentages elected by the Participant, no later than the close
                of business on the third (3rd) business day after the day on
                which such amounts are actually deferred from the Participant's
                Annual Base Salary and/or Incentive Payments, or Non-Employee
                Director Fees, through reductions in his or her pay, at the



                                       10
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

                closing price on the date of the deemed investment; and (iii)
                any distribution made to a Participant that decreases such
                Participant's Account Balance ceased being invested in the
                Measurement Fund(s), in the percentages applicable to such
                calendar day, no earlier than three (3) business days prior to
                the distribution, at the closing price on the date of the deemed
                cessation of investment.

        (e)     COMMON STOCK FUND. A Participant's Account Balance attributable
                to the Common Stock Fund shall be credited with any amounts
                allocated thereto as follows: on any date on which any Annual
                Deferral Amounts or Company contributions are credited hereunder
                (an "Allocation Date"), the Participant's Common Stock
                Sub-Account shall be credited with a number of Stock Units equal
                to (i) the amount allocated to the Common Stock Sub-Account
                divided by (ii) the "Price per Share" (as defined below) on the
                Allocation Date. Fractional Stock Units shall be rounded to the
                nearest 1/10th (one-tenth) of a Stock Unit. On any given day,
                the value of the Common Stock Sub-Account shall equal the number
                of Stock Units then credited to the Common Stock Sub-Account
                multiplied by the Price per Share on such date. Stock Units do
                not constitute shares of Common Stock, interests in Common Stock
                or any other security of the Company. They merely reflect an
                unfunded promise to pay deferred compensation in the future. For
                purposes of this Section 3.10(e), the "Price per Share" shall
                equal the closing sale price per share at which shares of the
                Common Stock are sold on the New York Stock Exchange ("NYSE") on
                such date or, if no Common Stock was traded on the NYSE on such
                date, the closing sale price at which the Common Stock is sold
                on the next preceding date the Common Stock was so traded.

                A Participant's Common Stock Sub-Account shall be credited with
                additional Stock Units on every date the Sponsor issues a
                dividend with respect to its Common Stock. The number of Stock
                Units so credited will equal (i) the product of (A) the dividend
                per share of Common Stock times (B) the number of Stock Units in
                the Participant's Common Stock Sub-Account immediately before
                the dividend is issued, divided by (ii) the Price per Share on
                the dividend date. In the event of any recapitalization, stock
                split, stock dividend, exchange of shares, merger,
                reorganization, change in corporate structure or change in
                shares of the Sponsor or similar event, the Committee, may make
                appropriate adjustments to the number of Stock Units credited to
                each Participant's Common Stock Sub-Account.

                Payments allocable to the Participant's Common Stock Sub-Account
                will be paid in cash. If a Participant's Common Stock
                Sub-Account is to be paid in installments, each installment
                shall be in an amount equal to the Price per Share on the
                applicable installment payment date multiplied by a fraction,
                the numerator which is the total number of Stock Units in such
                Common Stock Sub-Account on the Participant's payment
                commencement date, and the denominator of which is the total
                number of installments.

        (f)     NO ACTUAL INVESTMENT. Notwithstanding any other provision of
                this Plan that may be interpreted to the contrary, the
                Measurement Fund(s) are to be used for measurement purposes
                only, and a Participant's election of any such Measurement Fund,
                the allocation of his or her Account Balance thereto, the
                calculation of additional amounts and the crediting or debiting
                of such amounts to a Participant's Account Balance shall not be
                considered or construed in any manner as an actual investment of
                his or her Account Balance in any such



                                       11
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

                Measurement Fund. In the event that the Company or the trustee
                (as that term is defined in the Trust), in its own discretion,
                decides to invest funds in any or all of the Measurement Funds,
                no Participant shall have any rights in or to such investments
                themselves. Without limiting the foregoing, a Participant's
                Account Balance shall at all times be a bookkeeping entry only
                and shall not represent any investment made on his or her behalf
                by the Company or the Trust; the Participant shall at all times
                remain an unsecured general creditor of the Company.

        (g)     BENEFICIARY ELECTIONS. Each reference in this Section 3.10 to a
                Participant shall be deemed to include, where applicable, a
                reference to a Beneficiary.

3.11    FICA AND OTHER TAXES.

        (a)     ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
                Deferral Amount is being withheld from a Participant who is a
                Key Employee, the Company shall withhold from that portion of
                the Participant's Annual Base Salary and/or Incentive Payments
                that are being deferred, in a manner determined by the Company,
                the Participant's share of FICA and other employment taxes on
                such Annual Deferral Amount. If necessary, the Committee may
                reduce the Annual Deferral Amount in order to comply with this
                Section 3.11.

        (b)     COMPANY DISCRETIONARY AMOUNTS OR ANNUAL COMPANY MATCHING
                AMOUNTS. When a Participant who is a Key Employee becomes vested
                in a portion of his or her Company Discretionary Account or
                Company Matching Account, the Company shall withhold from
                deferred amounts, in a manner determined by the Company, the
                Participant's share of FICA and other employment taxes. If
                necessary, the Committee may reduce the vested portion of the
                Participant's Company Discretionary Amounts or Annual Company
                Matching Amounts in order to comply with this Section 3.11.

        (c)     DISTRIBUTIONS. The Company, or the trustee of the Trust, shall
                withhold from any payments made to a Participant under this Plan
                all Federal, state and local income, employment and other taxes
                required to be withheld by the Company, or the trustee of the
                Trust, in connection with such payments, in amounts and in a
                manner to be determined in the sole discretion of the Company
                and the trustee of the Trust.

                                    ARTICLE 4
              SHORT-TERM PAYOUT/UNFORESEEABLE FINANCIAL EMERGENCIES

4.1     SHORT-TERM PAYOUT. In connection with each election to defer an Annual
        Deferral Amount, a Participant may irrevocably elect to receive a future
        "Short-Term Payout" from the Plan, provided that no such election may
        apply to that portion of an Insider's Account Balance, which is
        allocated to the Common Stock Fund. Subject to the Deduction Limitation
        and to Section 3.10(e), the Short-Term Payout shall be a lump sum
        payment in an amount that is equal to the Annual Deferral Amount, that
        year's vested Company Discretionary Amount and vested Annual Company
        Matching



                                       12
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

        Amount, and amounts credited or debited thereto in the manner provided
        in Section 3.10 above, determined at the time that the Short-Term Payout
        becomes payable (rather than the date of a Termination of Service) less,
        amounts attainable to an Insider's Common Stock Fund. Subject to the
        Deduction Limitation and the other terms and conditions of this Plan
        (including Section 3.10(e)), each Short-Term Payout elected shall be
        paid out during the month of March of any Plan Year designated by the
        Participant that is at least three (3) Plan Years after the Plan Year in
        which the Annual Deferral Amount is actually deferred and the vested
        Company contributions are actually contributed, as specifically elected
        by the Participant. By way of example, if a three (3) year Short-Term
        Payout is elected for Annual Deferral Amounts that are deferred, and
        vested Company contributions that are contributed, in the Plan Year
        commencing January 1, 2003, the three (3) year Short-Term Payout would
        become payable during March of 2007. In the event a Participant's
        employment terminates before full distribution under this Section 4.1,
        all remaining amounts otherwise distributable as Short-Term Payouts
        shall be treated as amounts subject to a Termination Benefit payment
        under Article 5, in which case the distribution shall be made.

        If a Short-Term Payout election is made with respect to any Company
        contribution that, as of the time of payment, is as yet unvested, such
        unvested amounts shall not be subject to such Short-Term Payout
        election, but instead shall be paid out as and when such amounts become
        vested.


4.2     OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM PAYOUT. Should an event
        occur that triggers a benefit under any other provision of this Plan,
        any Annual Deferral Amount, vested Company Discretionary Amount and
        vested Annual Company Matching Amount, plus amounts credited or debited
        thereon, that are subject to a Short-Term Payout election under Section
        4.1 shall not be paid in accordance with Section 4.1 but shall be paid
        in accordance with the other applicable Article.

4.3     WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
        If a Participant experiences an Unforeseeable Financial Emergency, the
        Participant may petition the Committee to (i) suspend any deferrals
        required to be made by the Participant and/or (ii) receive a partial or
        full payout from the Plan. The payout shall not exceed the lesser of the
        Participant's vested Account Balance, calculated as if such Participant
        were receiving a Termination Benefit, or the amount reasonably needed to
        satisfy the Unforeseeable Financial Emergency. If, subject to the sole
        discretion of the Committee, the petition for a suspension and/or payout
        is approved, suspension shall take effect upon the date of approval and
        any payout shall be made within sixty (60) days of the date of approval.
        The payment of any amount under this Section 4.3 shall be subject to
        Section 3.10(e), but shall not be subject to the Deduction Limitation.

                                    ARTICLE 5

                  TERMINATION BENEFIT/CHANGE IN CONTROL BENEFIT



                                       13
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

5.1     TERMINATION BENEFIT. Subject to the Deduction Limitation, the
        Participant shall receive a Termination Benefit, which shall be equal to
        the Participant's vested Account Balance when the Participant
        experiences a Termination of Service.

5.2     PAYMENT OF TERMINATION BENEFIT. If the Participant's vested Account
        Balance at the time of his or her Termination of Service is less than
        twenty-five thousand dollars ($25,000), payment of his or her
        Termination Benefit shall be paid in a lump sum. If the Participant's
        vested Account Balance at such time is equal to or greater than that
        amount, the Participant shall be paid in accordance with the applicable
        Participant Election Form. If a Participant has not made any election
        with respect to the payment of the Termination Benefit, then such
        benefit shall be payable in a lump sum. The lump sum payment shall be
        made within sixty (60) days following the date of the Participant's
        Termination of Service. Installment payments shall commence during March
        of the Plan Year following the Plan Year in which occurs the
        Participant's Termination of Service. Any payment made shall be subject
        to Section 3.10(e) and the Deduction Limitation.

5.3     CHANGE IN CONTROL BENEFIT. Notwithstanding anything herein to the
        contrary, upon a Change in Control of the Company, each Participant
        shall become entitled to receive his or her vested Account Balance in a
        single lump sum payment on the ninetieth (90th) day following the Change
        in Control (or as soon thereafter as is administratively feasible),
        subject to Section 3.10(e). Notwithstanding the preceding, the
        Participant may irrevocably elect, prior to such Change in Control, to
        waive his or her right to receive such Change in Control distribution.
        If such waiver election is timely made, the Participant shall receive
        his or her vested Account Balance as previously elected by the
        Participant.

                                    ARTICLE 6
                             BENEFICIARY DESIGNATION

6.1     BENEFICIARY. Each Participant shall have the right, at any time, to
        designate his or her Beneficiary(ies) (both primary as well as
        contingent) to receive any benefits payable under the Plan upon the
        death of a Participant. The Beneficiary designated under this Plan may
        be the same as or different from the Beneficiary designation under any
        other plan of the Company in which the Participant participates.

6.2     BENEFICIARY DESIGNATION/CHANGE. A Participant shall designate his or her
        Beneficiary by completing and signing the Beneficiary Designation Form,
        and returning it to the Committee or its designated agent. A Participant
        shall have the right to change a Beneficiary by completing, signing and
        otherwise complying with the terms of the Beneficiary Designation Form
        and the Committee's rules and procedures, as in effect from time to
        time. Upon the acceptance by the Committee of a new Beneficiary
        Designation Form, all Beneficiary designations previously filed shall be
        canceled. The Committee shall be entitled to rely on the last
        Beneficiary Designation Form filed by the Participant and accepted by
        the Committee prior to his or her death.



                                       14
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

6.3     ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
        shall be effective until received and acknowledged in writing by the
        Committee or its designated agent.

6.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
        Beneficiary as provided in Sections 6.1, 6.2 and 6.3 above or, if all
        designated Beneficiaries predecease the Participant or die prior to
        complete distribution of the Participant's benefits, then the benefits
        remaining under the Plan to be paid to a Beneficiary shall be payable to
        the executor or personal representative of the Participant's estate.

6.5     DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
        Beneficiary to receive payments pursuant to this Plan, the Committee
        shall have the right, exercisable in its discretion, to cause the
        Company to withhold such payments until this matter is resolved to the
        Committee's satisfaction.

6.6     DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
        person believed in good faith by the Committee to be a valid Beneficiary
        shall fully and completely discharge the Company and the Committee from
        all further obligations under this Plan with respect to the Participant,
        and that Participant's Plan Agreement shall terminate upon such full
        payment of benefits. Neither the Committee nor the Company shall be
        obliged to search for any Participant or Beneficiary beyond the sending
        of a registered letter to such last known address. If the Committee
        notifies any Participant or Beneficiary that he or she is entitled to an
        amount under the Plan and the Participant or Beneficiary fails to claim
        such amount or make his or her location known to the Committee within
        three (3) years thereafter, then, except as otherwise required by law,
        if the location of one or more of the next of kin of the Participant is
        known to the Committee, the Committee may direct distribution of such
        amount to any one or more or all of such next of kin, and in such
        proportions as the Committee determines. If the location of none of the
        foregoing persons can be determined, the Committee shall have the right
        to direct that the amount payable shall be deemed to be a forfeiture and
        paid to the Company, except that the dollar amount of the forfeiture,
        unadjusted for deemed gains or losses in the interim, shall be paid by
        the Company if a claim for the benefit subsequently is made by the
        Participant or the Beneficiary to whom it was payable. If a benefit
        payable to an unlocated Participant or Beneficiary is subject to escheat
        pursuant to applicable state law, neither the Committee nor the Company
        shall be liable to any person for any payment made in accordance with
        such law.

                                    ARTICLE 7
                                LEAVE OF ABSENCE

7.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the Company for
        any reason to take a paid leave of absence from the service of the
        Company, the Participant shall continue to be considered in the service
        of the Company and the Annual Deferral Amount shall continue to be
        withheld during such paid leave of absence in accordance with Section
        3.5.



                                       15
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

7.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Company
        for any reason to take an unpaid leave of absence from the service of
        the Company, the Participant shall continue to be considered in the
        service of the Company and the Participant shall be excused from making
        deferrals until the earlier of the date the leave of absence expires or
        the Participant returns to a paid employment status. Upon such
        expiration or return, deferrals shall resume for the remaining portion
        of the Plan Year in which the expiration or return occurs, based on the
        deferral election, if any, made for that Plan Year. If no election was
        made for that Plan Year, no deferral shall be withheld.


                                    ARTICLE 8

                       TERMINATION/AMENDMENT/MODIFICATION

8.1     TERMINATION. Although the Company anticipates that it will continue the
        Plan for an indefinite period of time, there is no guarantee that the
        Company will continue the Plan or will not terminate the Plan at any
        time in the future. Accordingly, the Company reserves the right to
        discontinue its sponsorship of the Plan and/or to terminate the Plan at
        any time with respect to any or all of its participating Key Employees
        or Non-Employee Directors, by action of the Board. Upon a complete or
        partial termination of the Plan, the Plan Agreements of the affected
        Participants shall terminate and their vested Account Balances,
        determined as if they had experienced a Termination of Service on the
        date of Plan termination shall be paid to the Participants in accordance
        with their distribution elections in effect at the time of the Plan
        termination; provided that, if the Participant requests and the
        Committee, in its sole discretion, permits, payment may be made as soon
        as practicable following Plan termination in a lump sum. The termination
        of the Plan shall not adversely affect any Participant or Beneficiary
        who has become entitled to the payment of any benefits under the Plan as
        of the date of termination.

8.2     AMENDMENT. The Company may, at any time, amend or modify the Plan in
        whole or in part by the action of the Sponsor's Board; provided,
        however, that no amendment or modification shall be effective to
        decrease or restrict the value of a Participant's vested Account Balance
        in existence at the time the amendment or modification is made,
        calculated as if the Participant had experienced a Termination of
        Service as of the effective date of the amendment or modification or, if
        the amendment or modification occurs after the date upon which the
        Participant was eligible to Retire, the Participant had Retired as of
        the effective date of the amendment or modification. The amendment or
        modification of the Plan shall not affect any Participant or Beneficiary
        who has become entitled to the payment of benefits under the Plan as of
        the date of the amendment or modification; provided, however, that the
        Company shall have the right to accelerate installment payments by
        paying the vested Account Balance in a lump sum or pursuant to a Yearly
        Installment Method using fewer years.

8.3     ACCELERATION. Anything to the contrary hereunder notwithstanding, the
        Committee shall have the right, at any time, and whether or not in
        connection with a Termination of the Plan, to accelerate the payment of
        any amounts deferred



                                       16
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

        hereunder on behalf of any one or more Participants. Participants shall
        not be deemed to have any vested right at any time to enjoy further
        deferrals, or the tax advantages of ongoing deferral.

8.4     EFFECT OF PAYMENT. The full payment of the applicable benefit under
        Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
        obligations to a Participant and his or her designated Beneficiaries
        under this Plan and the Participant's participation shall terminate.

8.5     AMENDMENT TO ENSURE PROPER CHARACTERIZATION OF THE PLAN. Notwithstanding
        the previous Sections of this Article 11, the Plan may be amended at any
        time, retroactively if required, if found necessary, in the opinion of
        the Company, in order to ensure that the Plan is characterized as a
        non-tax-qualified "top hat" plan of deferred compensation maintained for
        a select group of management or highly compensated employees, as
        described under ERISA Sections 201(2), 301(a)(3) and 401(a)(1), to
        ensure that amounts under the Plan are not considered to be taxed to a
        Participant under the Federal income tax laws prior to the Participant's
        receipt of the amounts or to conform the Plan and the Trust to the
        provisions and requirements of any applicable law (including ERISA and
        the Code).

8.6     CHANGES IN LAW AFFECTING TAXABILITY.

        (a)     OPERATION. This Section shall become operative upon the
                enactment of any change in applicable statutory law or the
                promulgation by the Internal Revenue Service of a final
                regulation or other pronouncement having the force of law, which
                statutory law, as changed, or final regulation or pronouncement,
                as promulgated, would cause any Participant to include in his or
                her federal gross income amounts accrued by the Participant
                under the Plan on a date (an "Early Taxation Event") prior to
                the date on which such amounts are made available to him or her
                hereunder.

        (b)     COMMITTEE DISCRETION. Upon the occurrence of an Early Taxation
                Event, the Committee may either (i) elect to put Section 8.6(c)
                below into effect, (ii) otherwise modify or amend any affected
                participant's rights with respect to amounts deferred hereunder
                as the Committee shall determine in order to avoid the effect of
                the Early Taxation Event, provided that no such modification or
                amendment shall be made without the Participant's consent if
                such modification or amendment would reduce or limit the
                Participant's rights hereunder, or (ii) to cause the immediate
                payment of the Participant's Account Balance.

        (c)     AFFECTED RIGHT OR FEATURE NULLIFIED. If (but only if) so elected
                by the Committee pursuant to Section 8.6(b) above, then:

                (i)     Notwithstanding any other Section of this Plan to the
                contrary (but subject to subsection (iv), below), as of an Early
                Taxation Event, the feature or features of this Plan that would
                cause the Early Taxation Event shall be null and void, to the
                extent, and only to the extent, required to prevent the
                Participant from being required to include in his or her federal
                gross income amounts accrued by



                                       17
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

                the Participant under the Plan prior to the date on which such
                amounts are made available to him or her hereunder.

                (ii)    If only a portion of a Participant's Account Balance is
                impacted by the change in the law, then only such portion shall
                be subject to this Section, with the remainder of the Account
                Balance not so affected being subject to such rights and
                features as if the law were not changed.

                (iii)   If the law only impacts Participants who have a certain
                status with respect to the Company, then only such Participants
                shall be subject to this Section.

                (iv)    If an Early Taxation Event is earlier than the date on
                which the statute, regulation or pronouncement giving rise to
                the Early Taxation Event is enacted or promulgated, as
                applicable (i.e., if the change in the law is retroactive),
                there shall be distributed to each Participant, as soon as
                practicable following such date of enactment or promulgation,
                the amounts that became taxable on the Early Taxation Event.

                                    ARTICLE 9

                                 ADMINISTRATION

9.1     COMMITTEE DUTIES. This Plan shall be administered by a Committee of the
        Sponsor's Board which the Sponsor's Board shall designate or appoint
        from time to time or, in the absence of such designation or appointment,
        by the Sponsor's Board itself. The Committee shall have full discretion
        and authority to (i) interpret and enforce all appropriate rules and
        regulations for the administration of this Plan and (ii) decide or
        resolve any and all questions including interpretations of this Plan, as
        may arise in connection with the Plan. Any individual serving on the
        Committee who is a Participant shall not vote or act on any matter
        relating solely to himself or herself. When making a determination or
        calculation, the Committee shall be entitled to rely on information
        furnished by a Participant or the Company.

9.2     AGENTS. In the administration of this Plan, the Committee may, from time
        to time, employ agents and delegate to them such administrative duties
        as they see fit (including acting through a duly appointed
        representative) and may from time to time consult with counsel who may
        be counsel to the Company.

9.3     BINDING EFFECT OF DECISIONS. The decision or action of the Committee
        with respect to any question arising out of or in connection with the
        administration, interpretation and application of the Plan and the rules
        and regulations promulgated hereunder shall be final and conclusive and
        binding upon all persons having any interest in the Plan.

9.4     INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless
        the members of the Committee, and any Key Employee to whom the duties of
        the Committee may be delegated, against any and all claims, losses,
        damages, expenses or liabilities arising from any action or failure to
        act with respect to this Plan, except in the case of willful



                                       18
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

        misconduct by the Committee or any of its members or any such Key
        Employee. This indemnification shall be in addition to, and not in
        limitation of, any other indemnification protections of the Committee.

9.5     COMPANY INFORMATION. To enable the Committee to perform its functions,
        the Company shall supply full and timely information to the Committee on
        all matters relating to the compensation of the Participants, the date
        and circumstances of the Retirement, Disability, death or Termination of
        Service of the Participants, and such other pertinent information as the
        Committee may reasonably require.

                                   ARTICLE 10
                          OTHER BENEFITS AND AGREEMENTS

10.1    COORDINATION WITH OTHER BENEFITS. The benefits provided for a
        Participant or a Participant's Beneficiary under the Plan are in
        addition to any other benefits available to such Participant under any
        other plan or program for Key Employees or Non-Employee Directors of the
        Company. The Plan shall supplement and shall not supersede, modify or
        amend any other plan or program except as may otherwise be expressly
        provided.

                                   ARTICLE 11
                                CLAIMS PROCEDURES

11.1    SCOPE OF CLAIMS PROCEDURES. This Article 14 is based on final
        regulations issued by the Department of Labor and published in the
        Federal Register on November 21, 2000 and codified at 29 C.F.R.
        '2560.503-1. If any provision of this Article 14 conflicts with the
        requirements of those regulations, the requirements of those regulations
        will prevail.

        For purposes of this Article 14, references to disability benefit claims
        are intended to describe claims made by Participants for Disability
        Benefits payable pursuant to Article 8, but only if and to the extent
        that such claims require an independent determination by the Committee
        that the Participant is or is not suffering from a Disability, within
        the meaning of 1.21. If the Committee's determination is based entirely
        on a disability determination made by another party, such as the Social
        Security Administration or another federal or state agency or an insurer
        with respect to a disability insurance policy covering the Participant,
        the Participant's claim shall not be treated as a disability claim for
        purposes of the special provisions of this Article 14 that apply to
        claims for which an independent determination of disability is required.

11.2    INITIAL CLAIM. A Participant or Beneficiary who believes he or she is
        entitled to any benefit under the Plan (a "Claimant") may file a claim
        with the Committee. The Committee shall review the claim itself or
        appoint an individual or an entity to review the claim.

        (a)     BENEFIT CLAIMS THAT DO NOT REQUIRE A DETERMINATION OF
                DISABILITY. If the claim is for a benefit other than a
                Disability Benefit, the Claimant shall be notified within ninety
                (90) days after the claim is filed whether



                                       19
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

                the claim is allowed or denied, unless the Claimant receives
                written notice from the Committee or appointee of the Committee
                prior to the end of the ninety (90) day period stating that
                special circumstances require an extension of the time for
                decision, such extension not to extend beyond the day which is
                one hundred eighty (180) days after the day the claim is filed.

        (b)     DISABILITY BENEFIT CLAIMS. In the case of a benefits claim that
                requires an independent determination by the Committee of a
                Participant's Disability status, the Committee shall notify the
                Claimant of the Plan's adverse benefit determination within a
                reasonable period of time, but not later than forty-five (45)
                days after receipt of the claim. If, due to matters beyond the
                control of the Plan, the Committee needs additional time to
                process a claim, the Claimant will be notified, within
                forty-five (45) days after the Committee receives the claim, of
                those circumstances and of when the Committee expects to make
                its decision but not beyond seventy-five (75) days. If, prior to
                the end of the extension period, due to matters beyond the
                control of the Plan, a decision cannot be rendered within that
                extension period, the period for making the determination may be
                extended for up to one hundred five (105) days, provided that
                the Committee notifies the Claimant of the circumstances
                requiring the extension and the date as of which the Plan
                expects to render a decision. The extension notice shall
                specifically explain the standards on which entitlement to a
                disability benefit is based, the unresolved issues that prevent
                a decision on the claim and the additional information needed
                from the Claimant to resolve those issues, and the Claimant
                shall be afforded at least forty-five (45) days within which to
                provide the specified information.

        (c)     MANNER AND CONTENT OF DENIAL OF INITIAL CLAIMS. If the Committee
                denies a claim, it must provide to the Claimant, in writing or
                by electronic communication:

                (i)     The specific reasons for the denial;

                (ii)    A reference to the Plan provision or insurance contract
                        provision upon which the denial is based;

                (iii)   A description of any additional information or material
                        that the Claimant must provide in order to perfect the
                        claim;

                (iv)    An explanation of why such additional material or
                        information is necessary;

                (v)     Notice that the Claimant has a right to request a review
                        of the claim denial and information on the steps to be
                        taken if the Claimant wishes to request a review of the
                        claim denial; and

                (vi)    A statement of the participant's right to bring a civil
                        action under ERISA Section 502(a) following a denial on
                        review of the initial denial.

                In addition, in the case of a denial of Disability Benefits on
                the basis of the Committee's independent determination of the
                Participant's disability status, the Committee will provide a
                copy of any rule, guideline,



                                       20
<PAGE>
BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...


                protocol, or other similar criterion relied upon in making the
                adverse determination (or a statement that the same will be
                provided upon request by the Claimant and without charge).

11.3    REVIEW PROCEDURES.

        (a)     BENEFIT CLAIMS THAT DO NOT REQUIRE A DETERMINATION OF
                DISABILITY. Except for claims requiring an independent
                determination of a Participant's disability status, a request
                for review of a denied claim must be made in writing to the
                Committee within sixty (60) days after receiving notice of
                denial. The decision upon review will be made within sixty (60)
                days after the Committee's receipt of a request for review,
                unless special circumstances require an extension of time for
                processing, in which case a decision will be rendered not later
                than one hundred twenty (120) days after receipt of a request
                for review. A notice of such an extension must be provided to
                the Claimant within the initial sixty (60) day period and must
                explain the special circumstances and provide an expected date
                of decision.

                The reviewer shall afford the Claimant an opportunity to review
                and receive, without charge, all relevant documents, information
                and records and to submit issues and comments in writing to the
                Committee. The reviewer shall take into account all comments,
                documents, records and other information submitted by the
                Claimant relating to the claim regardless of whether the
                information was submitted or considered in the initial benefit
                determination.

        (b)     DISABILITY BENEFIT CLAIMS. In addition to having the right to
                review documents and submit comments as described in (a) above,
                a Claimant whose claim for disability benefits requires an
                independent determination by the Committee of the Participant's
                disability status has at least one hundred eighty (180) days
                following receipt of a notification of an adverse benefit
                determination within which to request a review of the initial
                determination. In such cases, the review will meet the following
                requirements:

                (i)     The Plan will provide a review that does not afford
                        deference to the initial adverse benefit determination
                        and that is conducted by an appropriate named fiduciary
                        of the Plan who did not make the initial determination
                        that is the subject of the appeal, nor by a subordinate
                        of the individual who made the determination.

                (ii)    The appropriate named fiduciary of the Plan will consult
                        with a health care professional who has appropriate
                        training and experience in the field of medicine
                        involved in the medical judgment before making a
                        decision on review of any adverse initial determination
                        based in whole or in part on a medical judgment. The
                        professional engaged for purposes of a consultation in
                        the preceding sentence shall not be an individual who
                        was consulted in connection with the initial
                        determination that is the subject of the appeal or the
                        subordinate of any such individual.



                                       21
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

                (iii)   The Plan will identify to the Claimant the medical or
                        vocational experts whose advice was obtained on behalf
                        of the Plan in connection with the review, without
                        regard to whether the advice was relied upon in making
                        the benefit review determination.

                (iv)    The decision on review will be made within forty-five
                        (45) days after the Committee's receipt of a request for
                        review, unless special circumstances require an
                        extension of time for processing, in which case a
                        decision will be rendered not later than ninety (90)
                        days after receipt of a request for review. A notice of
                        such an extension must be provided to the Claimant
                        within the initial forty-five (45) day period and must
                        explain the special circumstances and provide an
                        expected date of decision.

        (c)     MANNER AND CONTENT OF NOTICE OF DECISION ON REVIEW. Upon
                completion of its review of an adverse initial claim
                determination, the Committee will give the Claimant, in writing
                or by electronic notification, a notice containing:

                (i)     its decision;

                (ii)    the specific reasons for the decision;

                (iii)   the relevant Plan provisions or insurance contract
                        provisions on which its decision is based;

                (iv)    a statement that the Claimant is entitled to receive,
                        upon request and without charge, reasonable access to,
                        and copies of, all documents, records and other
                        information in the Plan's files which is relevant to the
                        Claimant's claim for benefits;

                (v)     a statement describing the Claimant's right to bring an
                        action for judicial review under ERISA Section 502(a);
                        and

                (vi)    if an internal rule, guideline, protocol or other
                        similar criterion was relied upon in making the adverse
                        determination on review, a statement that a copy of the
                        rule, guideline, protocol or other similar criterion
                        will be provided without charge to the Claimant upon
                        request.

11.4    CALCULATION OF TIME PERIODS. For purposes of the time periods specified
        in this Article, the period of time during which a benefit determination
        is required to be made begins at the time a claim is filed in accordance
        with the Plan procedures without regard to whether all the information
        necessary to make a decision accompanies the claim. If a period of time
        is extended due to a Claimant's failure to submit all information
        necessary, the period for making the determination shall be tolled from
        the date the notification is sent to the Claimant until the date the
        Claimant responds.

11.5    LEGAL ACTION. If the Plan fails to follow the claims procedures required
        by this Article, a Claimant shall be deemed to have exhausted the
        administrative remedies available under the Plan and shall be entitled
        to pursue any available remedy under ERISA Section 502(a) on the basis
        that the Plan has failed to provide a reasonable claims procedure that



                                       22
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

        would yield a decision on the merits of the claim. A Claimant's
        compliance with the foregoing provisions of this Article 14 is a
        mandatory prerequisite to a Claimant's right to commence any legal
        action with respect to any claims for benefits under the Plan.

                                   ARTICLE 12
                                      TRUST

12.1    ESTABLISHMENT OF THE TRUST. The Company may establish a Trust, and the
        Company may, but is not required, to transfer over to the Trust at least
        annually such assets as the Company determines, in its sole discretion,
        are necessary to provide for its respective future liabilities created
        with respect to the Annual Deferral Amounts, Company Discretionary
        Amounts and Annual Company Matching Amounts for the Participants.

12.2    INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
        and the Plan Agreement shall govern the rights of a Participant to
        receive distributions pursuant to the Plan. The provisions of the Trust
        shall govern the rights of the Company, Participants and the creditors
        of the Company to the assets transferred to the Trust. The Company shall
        at all times remain liable to carry out its obligations under the Plan.

12.3    INVESTMENT OF TRUST ASSETS. If a Trust is created or adopted for
        purposes of this Plan the trustee of the Trust shall be authorized, upon
        written instructions received from the Committee or investment manager
        appointed by the Committee, to invest and reinvest the assets of the
        Trust in accordance with the applicable Trust agreement, including the
        reinvestment of the proceeds in one or more investment vehicles
        designated by the Committee.

12.4    DISTRIBUTIONS FROM THE TRUST. The Company's obligations under the Plan
        may be satisfied with Trust assets distributed pursuant to the terms of
        the Trust, and any such distribution shall reduce the Company's
        obligations under this Plan.

                                   ARTICLE 13
                                  MISCELLANEOUS

13.1    STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
        within the meaning of Code Section 401(a) and that "is unfunded and is
        maintained by an employer primarily for the purpose of providing
        deferred compensation for a select group of management or highly
        compensated employees" within the meaning of ERISA Sections 201(2),
        301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
        to the extent possible in a manner consistent with that intent.

13.2    UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
        successors and assigns shall have no legal or equitable rights,
        interests or claims in any property or assets of the Company. For
        purposes of the payment of benefits under this Plan, any and all of the
        Company's assets shall be, and remain, the general, unpledged
        unrestricted



                                       23
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

        assets of the Company. The Company's obligation under the Plan shall be
        merely that of an unfunded and unsecured promise to pay money in the
        future.

13.3    COMPANY'S LIABILITY. The Company's liability for the payment of benefits
        shall be defined only by the Plan and the Plan Agreement, as entered
        into between the Company and a Participant. The Company shall have no
        obligation to a Participant under the Plan except as expressly provided
        in the Plan and his or her Plan Agreement.

13.4    NONASSIGNABILITY. Neither a Participant nor any other person shall have
        any right to commute, sell, assign, transfer, pledge, anticipate,
        mortgage or otherwise encumber, transfer, hypothecate, alienate or
        convey in advance of actual receipt, the amounts, if any, payable
        hereunder, or any part thereof, which are, and all rights to which are
        expressly declared to be, unassignable and non-transferable. No part of
        the amounts payable shall, prior to actual payment, be subject to
        seizure, attachment, garnishment or sequestration for the payment of any
        debts, judgments, alimony or separate maintenance owed by a Participant
        or any other person, be transferable by operation of law in the event of
        a Participant's or any other person's bankruptcy or insolvency or be
        transferable to a spouse as a result of a property settlement or
        otherwise.

13.5    NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
        shall not be deemed to constitute a contract of employment between the
        Company and a Participant. Such employment is hereby acknowledged,
        subject to applicable state law, to be an "at will" employment
        relationship that can be terminated at any time for any reason, or no
        reason, with or without cause, and with or without notice, unless
        expressly provided in a written employment agreement. Nothing in this
        Plan shall be deemed to give any Participant the right to be retained in
        the service of the Company either as a Key Employee or a Non-Employee
        Director, or to interfere with the right of the Company to discipline or
        discharge the Participant at any time.

13.6    FURNISHING INFORMATION. A Participant or his or her Beneficiary will
        cooperate with the Committee by furnishing any and all information
        requested by the Committee and take such other actions as may be
        requested in order to facilitate the administration of the Plan and the
        payments of benefits hereunder, including, but not limited to, taking
        such physical examinations as the Committee may deem necessary.

13.7    TERMS. Whenever any words are used herein in the masculine, they shall
        be construed as though they were in the feminine in all cases where they
        would so apply; and whenever any words are used herein in the singular
        or in the plural, they shall be construed as though they were used in
        the plural or the singular, as the case may be, in all cases where they
        would so apply.

13.8    CAPTIONS. The captions of the articles, sections and paragraphs of this
        Plan are for convenience only and shall not control or affect the
        meaning or construction of any of its provisions.



                                       24
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

13.9    GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
        construed and interpreted according to the internal laws of Maine
        without regard to its conflicts of laws principles.

13.10   NOTICE. Any notice or filing required or permitted to be given to the
        Committee under this Plan shall be sufficient if in writing and
        hand-delivered, or sent by registered or certified mail, to the address
        below:

                              Compensation Manager
                              Banknorth Group, Inc.
                               One Portland Square
                                  P.O. Box 9540
                                  M/S ME058-42
                           Portland, Maine 04112-9540

        Such notice shall be deemed given as of the date of delivery or, if
        delivery is made by mail, as of the date shown on the postmark on the
        receipt for registration or certification.

        Any notice or filing required or permitted to be given to a Participant
        under this Plan shall be sufficient if in writing and hand-delivered, or
        sent by mail, to the last known address of the Participant.

13.11   SUCCESSORS. The provisions of this Plan shall bind and inure to the
        benefit of the Company and its successors and assigns and the
        Participant and the Participant's designated Beneficiaries.

13.12   SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of
        a Participant who has predeceased the Participant shall automatically
        pass to the Participant and shall not be transferable by such spouse in
        any manner, including but not limited to such spouse's will, nor shall
        such interest pass under the laws of intestate succession.

13.13   VALIDITY. In case any provision of this Plan shall be illegal or invalid
        for any reason, said illegality or invalidity shall not affect the
        remaining parts hereof, but this Plan shall be construed and enforced as
        if such illegal or invalid provision had never been inserted herein.

13.14   INCOMPETENT. If the Committee determines in its discretion that a
        benefit under this Plan is to be paid to a minor, a person declared
        incompetent or to a person incapable of handling the disposition of that
        person's property, the Committee may direct payment of such benefit to
        the guardian, legal representative or person having the care and custody
        of such minor, incompetent or incapable person. The Committee may
        require proof of minority, incompetence, incapacity or guardianship, as
        it may deem appropriate prior to distribution of the benefit. Any
        payment of a benefit shall be a payment for the account of the
        Participant and the Participant's Beneficiary, as the case may be, and
        shall be a complete discharge of any liability under the Plan for such
        payment amount.

13.15   COURT ORDER. The Committee is authorized to make any payments directed
        by court order in any action in which the Plan or the Committee has been
        named as a party. In addition, if a court determines that a spouse or
        former spouse of a



                                       25
<PAGE>

BANKNORTH GROUP, INC.
PLAN DOCUMENT continued...

        Participant has an interest in the Participant's benefits under the Plan
        in connection with a property settlement or otherwise, the Committee, in
        its sole discretion, shall have the right, notwithstanding any election
        made by a Participant, to immediately distribute the spouse's or former
        spouse's interest in the Participant's benefits under the Plan to that
        spouse or former spouse.

13.16   DISTRIBUTION IN THE EVENT OF TAXATION.

        (a)     IN GENERAL. If, for any reason, all or any portion of a
                Participant's benefits under this Plan becomes taxable to the
                Participant prior to receipt, the Participant may petition the
                Committee for a distribution of that portion of his or her
                benefit that has become taxable. Upon the grant of such a
                petition, which grant shall not be unreasonably withheld (and,
                after a Change in Control, shall be granted), the Company shall
                distribute to the Participant immediately available funds in an
                amount equal to the taxable portion of his or her benefit (which
                amount shall not exceed a Participant's unpaid vested Account
                Balance under the Plan). If the petition is granted, the tax
                liability distribution shall be made within ninety (90) days of
                the date when the Participant's petition is granted. Such a
                distribution shall affect and reduce the benefits to be paid
                under this Plan.

        (b)     TRUST. If the Trust terminates in accordance with the provisions
                of the Trust and benefits are distributed from the Trust to a
                Participant in accordance with such provisions, the
                Participant's benefits under this Plan shall be reduced to the
                extent of such distributions.

13.17   INSURANCE. The Company, on its own behalf or on behalf of the trustee of
        the Trust, and, in its sole discretion, may apply for and procure
        insurance on the life of the Participant, in such amounts and in such
        forms as the Trust may choose. The Company or the trustee of the Trust,
        as the case may be, shall be the sole owner and beneficiary of any such
        insurance. The Participant shall have no interest whatsoever in any such
        policy or policies, and at the request of the Company shall supply such
        information and execute such documents as may be required by the
        insurance company or companies to whom the Company has applied for
        insurance.

IN WITNESS WHEREOF, the Company has signed this amended and restated Plan
document as of January 1, 2003.

                                             BANKNORTH GROUP, INC.



                                             By:
                                                --------------------------------

                                             Title:
                                                   -----------------------------







                                       26

<PAGE>

                                   Schedule A

                                Measurement Funds

Pursuant to Section 3.10(c), the Participant may elect one or more of the
following Measurement Funds:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Fund Class                               Measurement Fund
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>
Money Market                             Federated Prime Obligations Fund
----------------------------------------------------------------------------------------------------------------------
Short Term Govt. Bonds                   Federated U.S. Govt. 2-5 Years Fund
----------------------------------------------------------------------------------------------------------------------
Intermediate Bonds                       PIMCO Total Return Fund
----------------------------------------------------------------------------------------------------------------------
Large Cap Balanced                       Fidelity Puritan Fund
----------------------------------------------------------------------------------------------------------------------
Large Cap Balanced                       Janus Balanced Fund
----------------------------------------------------------------------------------------------------------------------
Large Cap Blend                          Banknorth Large Cap Core Fund
----------------------------------------------------------------------------------------------------------------------
Large Cap Blend                          Federated Max-Cap Fund
----------------------------------------------------------------------------------------------------------------------
Small Cap Blend                          Dreyfus Small Cap Stock Index Fund
----------------------------------------------------------------------------------------------------------------------
International Value Stocks               Tweedy Browne Global Value Fund
----------------------------------------------------------------------------------------------------------------------
Common Stock Fund (Individual Equity)    Stock Units (Deemed invested in Banknorth Group, Inc. Common Stock)
----------------------------------------------------------------------------------------------------------------------
</TABLE>