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                                                                EXHIBIT 10(l)(3)


                                SECOND AMENDMENT
                    TO THE BANKNORTH GROUP, INC. 401(k) PLAN

        The Banknorth Group, Inc. 401(k) Plan (the "Plan") was last amended and
restated effective generally January 1, 2001, and further amended by a First
Amendment effective as of the dates stated therein. The Plan shall be further
amended as set forth herein.

        This Second Amendment is adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA") and for
other purposes. Item 2 of this amendment is intended as good faith compliance
with the requirements of EGTRRA and are to be construed in accordance with
EGTRRA and the guidance issued thereunder. This Second Amendment shall supersede
the provisions of the Plan to the extent those provisions are inconsistent with
this amendment.

        1.      The terms used in this Second Amendment shall have the meanings
set forth in the Plan unless the context indicates otherwise.

EGTRRA AMENDMENT

        2.      Article XIX shall be amended by adding the following sections at
the end thereof:

                19.05 Maximum Annual Addition. Effective for Limitation Years
        beginning after December 31, 2001, and except to the extent permitted
        under Section 19.04 and Code Section 414(v), the Annual Addition that
        may be contributed or allocated to a Participant's Aggregate Account
        under the Plan for any Limitation Year shall not exceed the lesser of
        (a) $40,000, as adjusted for increases in the cost-of-living under Code
        Section 415(d), or (b) 100% of the Participant's Section 415
        Compensation for the Limitation Year. The compensation limit referred to
        in (b) shall not apply to any contribution for medical benefits after
        severance from employment (within the meaning of Code Sections 401(h) or
        419A(f)(2)) which is otherwise treated as an Annual Addition.

                19.06 Modification of Top-Heavy Rules.

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

                (b)     Determination Of Top-Heavy Status.

                        (i)     Key Employee. Key employee means any employee or
                former employee (including any deceased employee) who at any
                time during the Plan Year that includes the determination date
                was an officer of the Employer having annual Section 415
                Compensation greater than $130,000 (as adjusted under Code
                Section 416(i)(1) for Plan Years beginning after December 31,
                2002), a 5-percent owner of the employer, or a 1-percent



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                owner of the employer having annual Section 415 Compensation of
                more than $150,000. The determination of who is a key employee
                will be made in accordance with Code Section 416(i)(1) and the
                applicable regulations and other guidance of general
                applicability issued thereunder.

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

                                (A)     Distributions During Year Ending On The
                        Determination Date. The present values of accrued
                        benefits and the amounts of account balances of an
                        employee as of the determination date shall be increased
                        by the distributions made with respect to the employee
                        under the plan and any plan aggregated with the plan
                        under Code Section 416(g)(2) during the 1-year period
                        ending on the determination date. The preceding sentence
                        shall also apply to distributions under a terminated
                        plan which, had it not been terminated, would have been
                        aggregated with the plan under Code Section
                        416(g)(2)(A)(i). In the case of a distribution made for
                        a reason other than separation from service, death, or
                        disability, this provision shall be applied by
                        substituting 5-year period for 1-year period.

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

                (c)      Minimum Benefits.

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

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



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                sponsored by the Company or an Affiliate are incorporated herein
                by reference.

                19.07   Direct Rollover of Plan Distributions. Effective for
        distributions made after December 31, 2001:

                (a)     Modification Of Definition Of Eligible Retirement Plan.
        For purposes of the direct rollover provisions in Section 10.10, an
        "eligible retirement plan" shall also mean an annuity contract described
        in section 403(b) of the Code and an eligible plan under section 457(b)
        of the Code which is maintained by a state, political subdivision of a
        state, or any agency or instrumentality of a state or political
        subdivision of a state and which agrees to separately account for
        amounts transferred into such plan from this plan. The definition of
        eligible retirement plan shall also apply in the case of a distribution
        to a surviving spouse, or to a spouse or former spouse who is the
        alternate payee under a qualified domestic relation order, as defined in
        Code Section 414(p).

                (b)     Modification of Definition of Eligible Rollover
        Distribution To Exclude Hardship Distributions. For purposes of the
        direct rollover provisions in Section 10.10, any amount that is
        distributed on account of hardship shall not be an Eligible Rollover
        Distribution and the distributee may not elect to have any portion of
        such a distribution paid directly to an eligible retirement plan.

                (c)     Modification Of Definition Of Eligible Rollover
        Distribution To Include After-Tax Employee Contributions. For purposes
        of the direct rollover provisions in Section 10.10, a portion of a
        distribution shall not fail to be an Eligible Rollover Distribution
        merely because the portion consists of after-tax employee contributions
        which are not includible in gross income. However, such portion may be
        transferred only to an individual retirement account or annuity
        described in Code Section 408(a) or (b), or to a qualified defined
        contribution plan described in Code Section 401(a) or 403(a) that agrees
        to separately account for amounts so transferred, including separately
        accounting for the portion of such distribution which is includible in
        gross income and the portion of such distribution which is not so
        includible.

                19.08   Repeal of Multiple Use Test. The multiple use test
        described in Treasury Regulation Section 1.401(m)-2 and Sections 3.04
        and 4.03 of the Plan shall not apply for Plan Years beginning after
        December 31, 2001.

SAFE HARBOR PLAN DESIGN

        3.      The Plan shall be amended by adding the following Article XX
thereto.

        ARTICLE XX      SAFE HARBOR PLAN DESIGN

                20.01   Effective Date. This Article shall be effective for Plan
        Years beginning on or after January 1, 2003, and, on and after such
        date, shall supercede



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        any other provisions of the Plan to the extent those provisions are
        inconsistent with the provisions of this Article.

                20.02   Current Year Testing Method. Pursuant to IRS Notice
        98-1, the Company shall apply Sections 3.04 and 4.03 by substituting the
        phrase "such Plan Year" for the phrase "the preceding Plan Year" in
        order to use the current year-testing method under Code Sections
        401(k)(3)(A) and 401(m)(2)(A) for Plan Years beginning after December
        31, 2002.

                20.03   Rules for Salary Deferral Contributions. For purposes of
        Section 3.04 and Code Sections 401(a)(4) and 410(b), the Salary Deferral
        Contributions portion of the Plan benefiting Participants who have
        completed one Year of Service ("Safe Harbor Deferral Portion) shall be
        disaggregated from the Salary Deferral Contributions portion of the Plan
        benefiting Participants who have not completed one Year of Service
        ("Early Participant Deferral Portion").

                The Safe Harbor Deferral Portion of the Plan shall be treated as
        meeting the requirements of Section 3.04(a) with respect to any Plan
        Year for which such portion of the Plan meets the requirements of Code
        Section 401(k)(12). In the event Section 4.01(a) is amended to reduce or
        eliminate Matching Contributions during a Plan Year such that the
        contribution requirements of Code Section 401(k)(12)(B) cease to be
        satisfied, Section 3.04(a) and Section 4.03(a) shall apply to the Safe
        Harbor Deferral Portion of the Plan with respect to the entire Plan
        Year.

                Notwithstanding Section 1.02, for purposes of determining
        whether the Early Participant Deferral Portion of the Plan meets the
        requirements of Section 3.04(a) with respect to any Plan Year, the
        Actual Deferral Percentage shall be calculated by taking into account
        only Participants who have not completed one Year of Service for the
        part of the Plan Year during which they benefited under the Early
        Participant Deferral Portion and by excluding (a) the Salary Deferral
        Contributions (plus, at the election of the Company, any Qualified
        Nonelective Contributions) made on behalf of such Participants for any
        part of the Plan Year during which they benefited under the Safe Harbor
        Deferral Portion of the Plan and (b) such Participants' Earnings for any
        part of the Plan Year during which they benefited under the Safe Harbor
        Deferral Portion of the Plan.

                20.04   Rules for Matching Contributions. For purposes of
        Section 4.03 and Code Sections 401(a)(4) and 410(b), the Matching
        Contributions portion of the Plan benefiting Participants who have
        completed one Year of Service ("Safe Harbor Match Portion) shall be
        disaggregated from the Matching Contributions portion of the Plan
        benefiting Participants who have not completed one Year of Service
        ("Early Participant Match Portion").

                The Safe Harbor Match Portion of the Plan shall be treated as
        meeting the requirements of Section 4.03(a) with respect to any Plan
        Year for which such portion of the Plan meets the requirements of Code
        Section 401(m)(11). In the event



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        Section 4.01(a) is amended to reduce or eliminate Matching Contributions
        during a Plan Year such that the contribution requirements of Code
        Sections 401(k)(12)(B) and 401(m)(11) cease to be satisfied, Section
        4.03(a) shall apply to the Safe Harbor Portion of the Plan with respect
        to the entire Plan Year.

                Notwithstanding Section 1.06, for purposes of determining
        whether the Early Participant Match Portion of the Plan meets the
        requirements of Section 4.03(a) with respect to any Plan Year, the
        Average Contribution Percentage shall be calculated by taking into
        account only Participants who have not completed one Year of Service for
        the part of the Plan Year during which they benefited under the Early
        Participant Match Portion and by excluding (a) the Matching
        Contributions (plus, at the election of the Company, any Salary Deferral
        or Discretionary Contributions that may be taken into account) made on
        behalf of such Participants for any part of the Plan Year during which
        they benefited under the Safe Harbor Match Portion of the Plan and (b)
        such Participants' Earnings for any part of the Plan Year during which
        they benefited under the Safe Harbor Match Portion of the Plan.

                If the Plan is amended to reduce or eliminate Company Matching
        Contributions during the Plan Year, such reduction or elimination shall
        be effective no earlier than the later of 30 days after the date the
        supplemental notice described in Section 20.05 is provided to Eligible
        Employees and the date such amendment is adopted.

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

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



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

                20.06 Safe Harbor Matching Contribution Account. Effective for
        Plan Years to which this Article applies, the Trustee shall assure that
        each Participant's Aggregate Account separately reflects the balance of
        such account attributable to Matching Contributions paid for such years.

                20.07   Limitation on Hardship Withdrawals. Notwithstanding
        Section 8.02, a Participant's Safe Harbor Matching Contributions Account
        shall be excluded from the accounts available for a hardship withdrawal
        distribution.

MISCELLANEOUS

        4.      The first sentence of Section 1.18 shall be corrected to read as
follows: "'Earnings' means the total compensation paid by the Company to the
Employee for services rendered that constitutes wages as defined in Section
3401(a) of the Code and all other payments made by the Company to an Employee
for services rendered for which the Company is required to furnish the Employee
a written statement under Sections 6041(d), 6051(a)(3) and 6052 of the Code,
without regard to any rules under Section 3401(a) of the Code that limit the
remuneration included in wages based on the nature or location of the employment
or service performed."

        5.      The table appearing in Section 1.61(c) shall be amended by the
addition of the following entry at the end thereof:

<TABLE>
<CAPTION>
        Organization                                Acquisition Date                   Effective Date
        ------------                                ----------------                   --------------
        <S>                                         <C>                                <C>

        Arthur A. Watson & Company, Inc.            September 30, 2000                 January 1, 2003
</TABLE>

        6.      Section 2.01(b) shall be amended to read in its entirety as
follows:

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

                Notwithstanding the foregoing to the contrary, the following
        special rule shall be effective for the Plan Year beginning January 1,
        2003 ("2003 Plan Year"). Each Eligible Employee who (i) was an eligible
        employee under either the Morse Payson & Noyes Incentive Savings Plan or
        the Arthur A. Watson & Company, Inc. Employees' Master Retirement Plan
        on the day immediately preceding such plan's Plan Affiliation Date; (ii)
        is credited with less than one Year of Service as of the Plan
        Affiliation Date; and (iii) is not a Highly Compensated Employee for the
        2003 Plan Year, shall become a Participant with respect to Company
        Contributions on the first day of the Calendar Quarter coincident with



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        or next following his or her completion of six months of service. This
        special rule shall apply only for the 2003 Plan Year, and shall be of no
        force or effect on and after January 1, 2004.

        7.      Section 3.01(a) shall be amended to read in its entirety as
follows:

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

        8.      Section 3.01(c) shall be amended to read in its entirety as
follows:

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

        9.      The Appendix to the Plan shall be amended by inserting the
following text before the first paragraph thereof:

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

<TABLE>
<CAPTION>
Predecessor Plan                                                         Plan Affiliation Date
----------------                                                         ---------------------
<S>                                                                      <C>
Morse Payson & Noyes Incentive Savings Plan                              December 31, 2002
Arthur A. Watson & Company, Inc. Employees' Master Retirement Plan       December 31, 2002
</TABLE>

        10.     Item 2 of this Second Amendment shall be effective as of the
dates stated therein. Item 3 shall be effective January 1, 2003. Item 4 shall be
effective January 1, 2001, as if originally included in the amendment and
restatement of the Plan as of such date. Items 5 through 9 shall be effective
January 1, 2003.



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        IN WITNESS WHEREOF, to record the adoption of this Second Amendment,
Banknorth Group, Inc. has caused this instrument to be executed by its duly
authorized officer this day of _______________________, 2002.


                                     BANKNORTH GROUP, INC.



                                     By
                                       -----------------------------------------
                                     Its







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