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                                                                    Exhibit 4.10

                                 TRUST AGREEMENT
                                       OF
                           BANKNORTH CAPITAL TRUST III

         THIS TRUST AGREEMENT, dated as of January 31, 2002 (this "Trust
Agreement"), is made by and among Banknorth Group, Inc., a Maine corporation, as
sponsor (the "Sponsor"), The Bank of New York (Delaware), a Delaware banking
corporation, as trustee (the "Delaware Trustee"), The Bank of New York, a New
York banking corporation, as trustee (the "Property Trustee"), and William J.
Ryan, Peter J. Verrill and Carol L. Mitchell, as trustees (the "Administrative
Trustees" and, together with the Delaware Trustee and the Property Trustee, the
"Trustees"). The Sponsor and the Trustees hereby agree as follows:

         1. The trust created hereby shall be known as "Banknorth Capital Trust
III" (the "Trust"), in which name the Trustees or the Sponsor, to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

         2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trust hereby acknowledges receipt of such amount in
trust from the Sponsor, which amount shall constitute the initial trust estate.
The Trustees hereby declare that they will hold the trust estate in trust for
the Sponsor. It is the intention of the parties hereto that the Trust created
hereby constitute a business trust under Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section 3801, et seq. (the "Business Trust Act"), and that this
document constitutes the governing instrument of the Trust. The Trustees are
hereby authorized and directed to execute and file a certificate of trust with
the Delaware Secretary of State in accordance with the provisions of the
Business Trust Act.

         3. The Sponsor and the Trustees will enter into an amended and restated
Trust Agreement, satisfactory to each such party and substantially in the form
to be included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the capital securities of the Trust ("Capital Securities")
and the common securities of the Trust referred to therein. Prior to the
execution and delivery of such amended and restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with respect to the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.

         4. The Sponsor, as the sponsor of the Trust, is hereby authorized, in
its discretion, (i) to prepare and file with the Securities and Exchange
Commission (the "Commission") and to execute, in each case on behalf of the
Trust, (a) the Registration Statement on Form S-3 or other appropriate form (the
"1933 Act Registration Statement"), including the prospectus and the exhibits
included therein, any pre-effective or post-effective amendments thereto and any
registration statements filed subsequent thereto under Rule 462(b) promulgated
under the Securities Act of 1933, as amended (the "1933 Act"), relating to the
registration under the 1933 Act of the Capital Securities and certain other
securities, (b) any preliminary prospectus or prospectus or supplement thereto
relating to the Capital Securities required to be filed pursuant to the 1933
Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the
"1934
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Act Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Capital Securities under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), and such other
documents, forms or filings as may be required by the 1933 Act, the 1934 Act, or
the Trust Indenture Act of 1939, as amended, in each case relating to the
Capital Securities; (ii) to prepare and file with the New York Stock Exchange or
other exchange (each, an "Exchange") or the National Association of Securities
Dealers ("NASD") and execute on behalf of the Trust a listing application or
applications and all other applications, statements, certificates, agreements
and other instruments as shall be necessary or desirable to cause the Capital
Securities to be listed on any such Exchange or the NASD's Nasdaq National
Market; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as the Sponsor, on behalf of
the Trust, may deem necessary or desirable to register, or establish the
exemption from registration of, the Capital Securities under the securities or
"Blue Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust,
may deem necessary or desirable; (iv) to execute and deliver letters or
documents to, or instruments for filing with, a depository relating to the
Capital Securities; and (v) to execute, deliver and perform on behalf of the
Trust one or more underwriting agreements with one or more underwriters,
purchase agreements, dealer manager agreements, escrow agreements and other
documents and agreements, in each case relating to the offering of the Capital
Securities as the Sponsor, on behalf of the Trust, may deem necessary or
desirable. In the event that any filing referred to in clauses (i), (ii) and
(iii) above is required by the rules and regulations of the Commission, any
Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on
behalf of the Trust by one or more of the Trustees, any of the Trustees, in
their capacity as trustees of the Trust, are hereby authorized to join in any
such filing and to execute on behalf of the Trust any and all of the foregoing,
it being understood that the Trustees, in their capacity as trustees of the
Trust, shall not be required to join in any such filing or execute on behalf of
the Trust any such document unless required by the rules and regulations of the
Commission, any Exchange, the NASD or state securities or "Blue Sky" laws.

         5. This Trust Agreement may be executed in one or more counterparts.

         6. The number of trustees of the Trust initially shall be five (5) and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Sponsor is entitled to appoint or
remove without cause any trustee of the Trust at any time. Any trustee of the
Trust may resign upon thirty (30) days' prior notice to the Sponsor provided,
however, such notice shall not be required if it is waived by the Sponsor.

         7. The Delaware Trustee, in its capacity as trustee of the Trust, shall
not have any of the powers or duties of the Trustees set forth herein (except as
may be required under the Business
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Trust Act) and shall be a trustee of the Trust for the sole and limited purpose
of fulfilling the requirements of Section 3807 of the Business Trust Act.

         8. The Sponsor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts), and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against any and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Trust Agreement, the creation, operation or
termination of the Trust or the transactions contemplated hereby; provided,
however, that the Sponsor shall not be required to indemnify any Indemnified
Person for any Expenses which are a result of the willful misconduct, bad faith
or gross negligence of such Indemnified Person.

         9. The Trust may be dissolved and terminated before the issuance of the
Capital Securities at the election of the Sponsor.

         10. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.

                                    BANKNORTH GROUP, INC.,
                                    as Sponsor

                                    By:    /s/ William J. Ryan
                                           ------------------------------------
                                    Name:  William J. Ryan
                                    Title: Chairman, President and
                                             Chief Executive Officer

                                    THE BANK OF NEW YORK (DELAWARE),
                                    as Delaware Trustee

                                    By:    /s/ William T. Lewis
                                           ------------------------------------
                                    Name:  William T. Lewis
                                    Title: Senior Vice President


                                    THE BANK OF NEW YORK,
                                    as Property Trustee

                                    By:    /s/ Kisha Holder
                                           ------------------------------------
                                    Name:  Kisha Holder
                                    Title: Assistant Treasurer


                                    /s/ William J. Ryan
                                    -------------------------------------------
                                    William J. Ryan,
                                    as Administrative Trustee



                                    /s/ Peter J. Verrill
                                    -------------------------------------------
                                    Peter J. Verrill,
                                    as Administrative Trustee


                                    /s/ Carol L. Mitchell
                                    -------------------------------------------
                                    Carol L. Mitchell,
                                    as Administrative Trustee