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                                                                EXHIBIT 10(l)(2)

                                 FIRST 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. The Plan shall be further amended
as set forth herein.

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

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

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

                IpswichBank               July 26, 2002              August 1, 2002

                Community Insurance       July 1, 2002               October 1, 2002
                Agencies, Inc.
</TABLE>

        3.      Section 2.03 shall be amended to read in its entirety as
                follows:

                2.03    Special Participation Rules.

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

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

                        (ii)    is both employed by Safety Fund National Bank on
                May 22, 1998, and a participant receiving elective deferrals
                under the CFX Plan on such date, then such Employee shall be
                eligible to participate in this Plan as of May 22, 1998, and his
                or her deferral election in effect under the CFX Plan on such
                date shall constitute his or her initial Participation Agreement
                under this Plan, provided that any terms of such deferral
                election that are not consistent with the provisions of this
                Plan shall be of no effect hereunder.

                (b)     If an Eligible Employee was previously employed by
        ALLTEL Information Services immediately prior to the commencement of his
        or her em-



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        ployment with a Participating Employer, and commenced such eligible
        employment as of July 1, 2002, then:

                        (i)     he or she may commence participation with
                respect to Salary Reduction Contributions on July 1, 2002,
                provided a timely Participation Agreement has been filed with
                the Plan Administrator; and

                        (ii)    effective July 1, 2002, his or her years of
                service with ALLTEL Information Services shall be credited for
                purposes of participation with respect to Company Contributions.

        4.      Section 3.06 shall be amended by the addition of the following
paragraph at the end thereof:

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

        5.      Items 2 and 4 of this First Amendment shall be effective August
1, 2002, and item 3 shall be effective July 1, 2002.

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


                                   BANKNORTH GROUP, INC.



                                   By
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                                   Its





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