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                                                                   EXHIBIT 10(n)


                              BANKNORTH GROUP, INC.
                            EXECUTIVE INCENTIVE PLAN
                        (Amended as of October 22, 2002)

SECTION 1. PURPOSE.

        The purpose of the Banknorth Group, Inc. Executive Incentive Plan is to
promote and advance the interests of Banknorth Group, Inc. (the "Company") and
its shareholders by enabling the Company to attract, retain and reward key
employees of the Company and its Affiliates, and to qualify incentive
compensation paid to Participants who are Covered Employees as performance-based
compensation within the meaning of Section 162(m) of the Code.

SECTION 2. DEFINITIONS.

        The terms below shall have the following meanings:

        "Affiliate" means (i) any entity that is controlled by the Company,
whether directly or indirectly, and (ii) any entity in which the Company has a
significant equity interest, as determined by the Committee.

        "Board" means the Board of Directors of the Company.

        "Cause" shall have the meaning set forth in the Company's Executive
Severance Agreements.

        "Change-in-Control of the Company" shall have the meaning set forth in
the Company's Executive Severance Agreements.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Committee" means the committee appointed by the Board to administer the
Plan as provided herein.

        "Company" means Banknorth Group, Inc., a Maine corporation, and its
successors and assigns.

        "Covered Employee" means a "covered employee" within the meaning of
Section 162(m) of the Code.

        "Incentive Award" means, with respect to each Participant, the amount he
or she may receive for the applicable Performance Period as established by the
Committee pursuant to the provisions of the Plan.

        "Participant" means any employee of the Company or an Affiliate who is
designated by the Committee as eligible to receive an Incentive Award under the
Plan.


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        "Performance Goals" means objective criteria based on one or more of the
following: net income, net income before taxes, operating earnings, cash
earnings, operating cash earnings, cash flow, financial return ratios
(including, but not limited to, return on average total assets, return on
tangible total assets, return on average stockholders' equity, return on average
tangible stockholders' equity, average stockholders' equity to average total
assets, risk-adjusted return on capital, return on investment, economic value
added, efficiency ratio, expense ratio, revenue growth, noninterest income to
total revenue ratio and net interest margin), total stockholder return, earnings
per share, operating earnings per share, cash earnings per share, other balance
sheet or income statement items, stock price, market share or project
completion. Performance Goals with respect to awards to Participants who are not
Covered Employees also may be based on any other objective performance goals as
may be established by the Committee for a Performance Period. Performance goals
may be measured (i) solely on a corporate, subsidiary or business unit basis or
a combination thereof and/or (ii) on actual or targeted growth factors.
Performance Goals may reflect absolute entity performance or a relative
comparison of entity performance to the performance of a peer group of entities
or other external measure of the selected Performance Goals. A Performance Goal
may include or exclude items that measure specific objectives, such as the
cumulative effect of changes in generally accepted accounting principles, losses
resulting from discontinued operations, securities gains and losses,
restructuring, merger-related and other nonrecurring costs, amortization of
goodwill and other intangible assets, extraordinary gains or losses and any
unusual, nonrecurring gain or loss that is separately quantified in the
Company's financial statements. Any Performance Goal expressed on a per-share
basis shall, in case of a recapitalization, stock dividend, stock split or
reverse stock split affecting the number of outstanding shares, be
mathematically adjusted by the Committee so that the change in outstanding
shares does not cause a substantive change in the relevant goal. The Committee
may adjust Performance Goals for any other objective events or occurrences which
occur during a Performance Period, including, but not limited to, acquisitions
by the Company and changes in applicable tax laws or accounting principles,
provided that the Committee shall not have the discretion to increase the amount
of compensation that would otherwise be due upon attainment of the Performance
Goals to any Participant who is a Covered Employee except to the extent
permitted under Section 162(m) of the Code and regulations thereunder.

        "Performance Period" means, with respect to any Incentive Award, the
period specified by the Committee, including, but not limited to, the calendar
year or any part thereof and periods of more than one consecutive calendar year.

        "Performance Targets" mean the specific measures which must be satisfied
in connection with any Performance Goal prior to funding of any incentive pool.

        "Plan" means the Banknorth Group, Inc. Executive Incentive Plan.



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SECTION 3. ADMINISTRATION.

        The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have exclusive authority to
interpret the Plan, to promulgate, amend and rescind rules and regulations
relating to it and to make all other determinations deemed necessary or
advisable in connection with the administration of the Plan, including, but not
limited to, determinations relating to eligibility, whether to make Incentive
Awards, the terms of any such payments, the time or times at which Performance
Goals are established, the Performance Periods to which Incentive Awards relate,
and the actual dollar amount of any Incentive Award. The determinations of the
Committee pursuant to this authority shall be conclusive and binding.

        The Committee may, in its discretion, authorize the Chief Executive
Officer of the Company to act on its behalf, except with respect to matters
relating to such Chief Executive Officer or which are required to be certified
by a majority of the Committee under the Plan, or which are required to be
handled exclusively by the Committee under Section 162(m) of the Code or the
regulations promulgated thereunder.

SECTION 4. ESTABLISHMENT OF PERFORMANCE GOALS AND INCENTIVE AWARDS.

        A.      Establishment of Performance Goals. Prior to the earliest time
required by Section 162(m) of the Code or the regulations thereunder, the
Committee shall, in its sole discretion, for each Performance Period, determine
and establish in writing the following:

                1.      The Performance Goals applicable to the Performance
Period; and

                2.      The Performance Targets pursuant to which the amount
which may be available for payment to Participants as Incentive Awards based
upon the relative level of attainment of the Performance Goals may be
calculated.

        B.      Certification and Payment. After the end of each Performance
Period, the Committee shall:

                1.      Certify in writing, prior to the unconditional payment
of any Incentive Award, the level of attainment of the Performance Goals for the
Performance Period; and

                2.      Determine the amount, if any, to be paid to each
Participant as that Participant's Incentive Award, and authorize payment of such
amount, provided that in the case of a Participant who is a Covered Employee,
the Committee shall not be authorized to increase the amount of the Incentive
Award for any Performance Period determined with respect to any such individual
by reference to the applicable Performance Targets except to the extent
permitted under Section 162(m) of the Code and regulations thereunder.

        C.      Conditional Payments. The Committee may authorize a conditional
payment of a Participant's Incentive Award prior to the end of a Performance
Period based upon the



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Committee's good faith determination of the projected size of (i) the total
amount which will become available for payment as Incentive Awards for the
Performance Period and (ii) the amount determined with respect to any such
Participant by reference to the Performance Targets, provided that in the case
of a Participant who is a Covered Employee, the Committee shall not be
authorized to authorize such a conditional payment except to the extent
permitted under Section 162(m) of the Code and regulations thereunder.

        D.      Other Applicable Rules.

                1.      Unless otherwise determined by the Committee with
respect to any Covered Employee or by the Committee or the Company's Chief
Executive Officer with respect to any other Participant (unless otherwise
required by applicable law), and except as expressly provided in Section 5
hereof, no payment pursuant to this Plan shall be made to a Participant unless
the Participant is employed by the Company or an Affiliate as of the date of
payment; provided, however, in the event of the Participant's (i) retirement in
accordance with the policies of the Company or an Affiliate which employs the
Participant, (ii) death or (iii) disability (within the meaning of such term as
set forth in the Long-Term Disability Plan of the Company or its successor, the
provisions of which are incorporated herein by reference, or as the Committee
shall determine based on information provided to it), the Company shall pay the
Participant an Incentive Award for the applicable Performance Period, which
Incentive Award shall be prorated based on the number of months the Participant
was employed by the Corporation or an Affiliate during the applicable
Performance Period in which the Participant's retirement, death or disability
occurred. In the case of the Participant's retirement, death or disability, such
payment shall be made as soon as practicable after the completion of the
Performance Period during which the Participant retired in the normal course of
payments made to all other Participants.

                2.      Each Participant under the Plan may, from time to time,
name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case of his or
her death before he or she receives any or all of such benefit. Each such
designation will revoke all prior designations by the same Participant, will be
in a form prescribed by the Company, and will be effective only when filed by
the Participant in writing with the Company during the Participant's lifetime.
In the absence of any such designation, benefits remaining unpaid at the
Participant's death will be paid to the Participant's estate.

                3.      Incentive Awards shall be subject to applicable federal,
state and local withholding taxes and other applicable withholding in accordance
with the Company's payroll practices as from time-to-time in effect.



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                4.      The maximum amount which may become payable to any
Covered Employee in any calendar year as an Incentive Award with respect to all
Performance Periods completed during such calendar year shall be $10,000,000.

                5.      Incentive Awards calculated by reference to any
Performance Periods shall be payable in cash. In each case, Incentive Awards
shall be paid as soon as practicable after the completion of the Performance
Period.

                6.      A Participant shall have the right to defer any or all
of any Incentive Award as permitted under the provisions of any deferred
compensation plan maintained by the Company. The Committee, in its sole
discretion, may impose limitations on the percentage or dollar amount of any
Participant election to defer any Incentive Award and may impose rules
prohibiting the deferral of less than 100% of any Incentive Award.
Notwithstanding anything in this Section 4(D)(6) to the contrary, in the event a
Participant defers receipt of all or any portion of an Incentive Award under the
provisions of any deferred compensation plan maintained by the Company, the
provisions of the Plan (including this Section 4(D)(6) regarding the timing and
form of payment of Incentive Awards) shall cease to apply to such deferred
amounts and the provisions of the applicable deferred compensation plan shall
govern the timing and form of payment of such deferred amounts.

                7.      Until paid to a Participant, Incentive Awards shall not
be subject to the claims of creditors and may not be assigned, alienated,
transferred or encumbered in any way other than by will or pursuant to laws of
intestacy.

SECTION 5. CHANGE-IN-CONTROL OF THE COMPANY.

        Notwithstanding any other provision of the Plan, in the event of a
Change-in-Control of the Company or the employment of a Participant by the
Company is terminated without Cause by the Company in anticipation of a
Change-in-Control of the Company, then the Participant shall receive a pro rata
Incentive Award (i) with respect to any Performance Period then in effect which
had an original term of a year or less, based on the amount required to be paid
pursuant to any Executive Severence Agreement between the Participant and the
Company and (ii) with respect to any Performance Period then in effect which had
an original term of greater than a year, based on the greater of (x) the actual
attainment by the Company of the Performance Goals and (y) the assumed
attainment by the Company of the maximum of the Performance Goals for the
Performance Periods (in each case in clauses (i) and (ii) annualized to the
extent appropriate). Any such pro rata Incentive Award shall be calculated based
on the number of weeks, including partial weeks, in a Performance Period elapsed
through the date of the Change-in-Control of the Company. Payments of the
amount(s) to which a Participant is entitled hereunder shall be made by the
Company or the acquiror of the Company, as applicable, within thirty (30) days
after the date of the Change-in-Control of the Company.



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SECTION 6. AMENDMENT OR TERMINATION.

        A.      Except as provided in Section 6(B) hereof, the Board may amend,
modify or terminate the Plan in any respect at any time without the consent of
any Participant, provided that any such amendment or modification shall be
subject to the approval of the stockholders of the Company to the extent
necessary to retain the benefits of Section 162(m) and regulations thereunder
for performance-based compensation. Any such action may be taken without the
approval of the Company's shareholders unless shareholder approval is required
by applicable law. Termination of the Plan shall not affect any Incentive Awards
earned prior to, but payable on or after, the date of termination, and any such
payments shall continue to be subject to the terms of the Plan notwithstanding
its termination.

        B.      Notwithstanding any provision hereof to the contrary, the
provisions of Sections 5 and 6(B) hereof may not be amended or terminated for a
period of twenty-four (24) months following a Change-in-Control of the Company,
or in connection with or in anticipation of a Change-in-Control of the Company,
if any such amendment or termination would adversely affect any outstanding
Incentive Award of a Participant under the Plan.

SECTION 7. EFFECTIVE DATE OF THE PLAN.

        The Banknorth Group, Inc. Executive Incentive Plan shall be effective as
of May 22, 2001, subject to approval of the shareholders of the Company, and
thereafter shall remain in effect until terminated in accordance with Section 6
hereof.

SECTION 8. GENERAL PROVISIONS.

        A.      The establishment of the Plan shall not confer upon any
Participant any legal or equitable right against the Company or any Affiliate,
except as expressly provided in the Plan. Without limiting the foregoing, no
Participant shall have the right to be selected to receive an Incentive Award
under the Plan, or, having been so selected, to be selected to receive another
Incentive Award under the Plan in the future.

        B.      The Plan does not constitute an inducement or consideration for
the employment of any Participant, nor is it a contract between the Company, or
any Affiliate, and any Participant. Participation in the Plan shall not give a
Participant any right to be retained in the employ of the Company or any
Affiliate.

        C.      Nothing contained in the Plan shall prevent the Board or the
Committee from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required, and such arrangements may
be either generally applicable or applicable only in specific cases.

        D.      The Plan shall be governed, construed and administered in
accordance with the laws of the State of Maine, except to the extent such laws
may be superseded by federal law.



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        E.      The Plan is intended to comply in all aspects with applicable
laws and regulations, including, with respect to those Participants who are
Covered Employees, Section 162(m) of the Code. In case any one or more of the
provisions of the Plan shall be held invalid, illegal or unenforceable in any
respect under applicable laws or regulations, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and the invalid, illegal or unenforceable provision shall be
deemed null and void; however, to the extent permissible by law, any provision
which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit the Plan to be construed in compliance with all
applicable laws and regulations, including, without limitation, Section 162(m)
of the Code and the regulations thereunder, so as to carry out the intent of the
Plan.

        F.      The Plan and any outstanding Incentive Awards thereunder shall
be binding upon the successors and assigns of the Company and each Participant's
heirs, executors, administrators, personal representatives and successors in
interest.

Compensation Committee Approved: May 22, 2001
Board Ratified: July 24, 2001
Shareholders Approved: April 23, 2002
Board Approved Amendment: October 22, 2002





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