<PAGE>
                                                                    EXHIBIT 4.12



================================================================================


                      AMENDED AND RESTATED TRUST AGREEMENT

                                  BY AND AMONG

                              BANKNORTH GROUP, INC.
                                   AS SPONSOR

                              THE BANK OF NEW YORK,
                               AS PROPERTY TRUSTEE

                        THE BANK OF NEW YORK (DELAWARE),
                               AS DELAWARE TRUSTEE


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                         DATED AS OF __________ __, 20__

                           BANKNORTH CAPITAL TRUST ___

================================================================================


<PAGE>



                            CROSS REFERENCE TABLE(1)


SECTION OF TRUST
INDENTURE ACT OF                                                     SECTION OF
1939, AS AMENDED                                                      AGREEMENT

310(a)......................................................................6.3
310(b)...........................................................6.3(c); 6.3(d)
310(c).............................................................Inapplicable
311(a)...................................................................2.2(b)
311(b)...................................................................2.2(b)
311(c).............................................................Inapplicable
312(a)...................................................................2.2(a)
312(b)...................................................................2.2(b)
312(c).............................................................Inapplicable
313(a)......................................................................2.3
313(b)......................................................................2.3
313(c)......................................................................2.3
313(d)......................................................................2.3
314(a)......................................................................2.4
314(b).............................................................Inapplicable
314(c)......................................................................2.5
314(d).............................................................Inapplicable
314(e)......................................................................2.5
314(f).............................................................Inapplicable
315(a)..........................................................3.9(b); 3.10(a)
315(b)...................................................................2.7(a)
315(c)...................................................................3.9(a)
315(d)...................................................................3.9(b)
316(a).....................................................2.6; 7.5(b); 7.6 (c)
316(b).............................................................Inapplicable
316(c).............................................................Inapplicable
317(a).....................................................................3.16
317(b).............................................................Inapplicable
318(a)...................................................................2.1(c)

--------------------
(1)  This Cross-Reference Table does not constitute part of the Agreement and
     shall not have any bearing upon the interpretation of any of its terms or
     provisions.


<PAGE>


                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                                              <C>
CROSS REFERENCE TABLE(1)..........................................................................................2

AMENDED AND RESTATED TRUST AGREEMENT..............................................................................1

RECITALS          ................................................................................................1

ARTICLE 1         INTERPRETATION AND DEFINITIONS..................................................................1

         SECTION 1.1.          Interpretation and Definitions.....................................................1
                  "Administrative Trustee"........................................................................2
                  "Affiliate".....................................................................................2
                  "Authorized Officer"............................................................................2
                  "Beneficial Owners".............................................................................2
                  "Business Day"..................................................................................2
                  "Business Trust Act"............................................................................2
                  "Capital Security"..............................................................................2
                  "Capital Security Certificate"..................................................................2
                  "Certificate"...................................................................................2
                  "Certificate of Trust"..........................................................................2
                  "Closing Date"..................................................................................2
                  "Code"   .......................................................................................2
                  "Commission"....................................................................................3
                  "Common Securities Holder"......................................................................3
                  "Common Security"...............................................................................3
                  "Common Security Certificate"...................................................................3
                  "Corporate Trust Office"........................................................................3
                  "Covered Person"................................................................................3
                  "Debenture Issuer"..............................................................................3
                  "Debenture Issuer Indemnified Person"...........................................................3
                  "Debenture Trustee".............................................................................3
                  "Debentures"....................................................................................3
                  "Delaware Trustee"..............................................................................3
                  "Depositary"....................................................................................3
                  "Depositary Participant"........................................................................4
                  "Direct Action".................................................................................4
                  "Distribution"..................................................................................4
                  "Exchange Act"..................................................................................4
                  "Federal Reserve"...............................................................................4
                  "Fiduciary Indemnified Person"..................................................................4
                  "Fiscal Year"...................................................................................4
                  "Global Security"...............................................................................4
                  "Guarantee".....................................................................................4
                  "Holder" .......................................................................................4
                  "Indemnified Person"............................................................................4
                  "Indenture".....................................................................................4
                  "Indenture Event of Default"....................................................................4
                  "Investment Company"............................................................................4
                  "Investment Company Act"........................................................................4
                  "Investment Company Event"......................................................................4
</TABLE>


                                       i
<PAGE>

<TABLE>

<S>               <C>                                                                                            <C>
                  "Legal Action"..................................................................................4
                  "List of Holders"...............................................................................5
                  "Majority in Liquidation Amount"................................................................5
                  "New York Stock Exchange".......................................................................5
                  "Officer's Certificate".........................................................................5
                  "Paying Agent"..................................................................................5
                  "Payment Amount"................................................................................5
                  "Person" .......................................................................................5
                  "Property Account"..............................................................................5
                  "Property Trustee"..............................................................................5
                  "Pro Rata"......................................................................................5
                  "Quorum" .......................................................................................6
                  "Redemption/Distribution Notice"................................................................6
                  "Redemption Price"..............................................................................6
                  "Regulatory Capital Event"......................................................................6
                  "Related Party".................................................................................6
                  "Responsible Officer"...........................................................................6
                  "Securities"....................................................................................6
                  "Securities Act"................................................................................6
                  "Special Event".................................................................................6
                  "Sponsor".......................................................................................6
                  "Successor Delaware Trustee"....................................................................6
                  "Successor Entity"..............................................................................6
                  "Successor Property Trustee"....................................................................6
                  "Successor Security"............................................................................6
                  "Super Majority"................................................................................7
                  "Tax Event".....................................................................................7
                  10% in Liquidation Amount"......................................................................7
                  "Treasury Regulations"..........................................................................7
                  "Trust".........................................................................................7
                  "Trust Enforcement Event".......................................................................7
                  "Trust Indenture Act"...........................................................................7
                  "Trustee".......................................................................................7
                  "Trustees"......................................................................................7

ARTICLE 2         TRUST INDENTURE ACT.............................................................................8

         SECTION 2.1.          Trust Indenture Act; Application...................................................8
         SECTION 2.2.          Lists of Holders of Securities.....................................................8
         SECTION 2.3.          Reports by the Property Trustee....................................................8
         SECTION 2.4.          Periodic Reports to the Property Trustee...........................................9
         SECTION 2.5.          Evidence of Compliance with Conditions Precedent...................................9
         SECTION 2.6.          Trust Enforcement Events; Waiver...................................................9
         SECTION 2.7.          Trust Enforcement Event; Notice...................................................10

ARTICLE 3         ORGANIZATION...................................................................................11

         SECTION 3.1.          Name and Organization.............................................................11
         SECTION 3.2.          Office............................................................................11
         SECTION 3.3.          Purpose...........................................................................11
         SECTION 3.4.          Authority.........................................................................11
</TABLE>


                                       ii
<PAGE>


<TABLE>

<S>      <C>                   <C>                                                                               <C>
         SECTION 3.5.          Title to Property of the Trust....................................................12
         SECTION 3.6.          Powers and Duties of the Administrative Trustees..................................12
         SECTION 3.7.          Prohibition of Actions by the Trust and the Trustees..............................14
         SECTION 3.8.          Powers and Duties of the Property Trustee.........................................15
         SECTION 3.9.          Certain Duties and Responsibilities of the Property Trustee.......................17
         SECTION 3.10.         Certain Rights of Property Trustee................................................18
         SECTION 3.11.         Delaware Trustee..................................................................21
         SECTION 3.12.         Execution of Documents............................................................21
         SECTION 3.13.         Not Responsible for Recitals or Issuance of Securities............................21
         SECTION 3.14.         Duration of Trust.................................................................21
         SECTION 3.15.         Mergers...........................................................................21
         SECTION 3.16.         Property Trustee May File Proofs of Claim.........................................23

ARTICLE 4         SPONSOR........................................................................................24

         SECTION 4.1.          Responsibilities of the Sponsor...................................................24
         SECTION 4.2.          Indemnification and Fees and Expenses of the Trustees.............................24
         SECTION 4.3.          Compensation of the Trustees......................................................24

ARTICLE 5         TRUST COMMON SECURITIES HOLDER.................................................................25

         SECTION 5.1.          Debenture Issuer's Receipt of Common Securities...................................25
         SECTION 5.2.          Covenants of the Common Securities Holder.........................................25

ARTICLE 6         TRUSTEES.......................................................................................25

         SECTION 6.1.          Number of Trustees................................................................25
         SECTION 6.2.          Delaware Trustee; Eligibility.....................................................25
         SECTION 6.3.          Property Trustee; Eligibility.....................................................26
         SECTION 6.4.          Qualifications of Administrative Trustees and Delaware Trustee Generally..........26
         SECTION 6.5.          Initial Administrative Trustees...................................................27
         SECTION 6.6.          Appointment, Removal and Resignation of Trustees..................................27
         SECTION 6.7.          Vacancies among Trustees..........................................................28
         SECTION 6.8.          Effect of Vacancies...............................................................28
         SECTION 6.9.          Meetings..........................................................................28
         SECTION 6.10.         Delegation of Power...............................................................29
         SECTION 6.11.         Merger, Conversion, Consolidation or Succession to Business.......................29

ARTICLE 7         TERMS OF SECURITIES............................................................................29

         SECTION 7.1.          General Provisions Regarding Securities...........................................29
         SECTION 7.2.          Distributions.....................................................................31
         SECTION 7.3.          Redemption of Securities..........................................................32
         SECTION 7.4.          Redemption Procedures.............................................................32
         SECTION 7.5.          Voting Rights of Capital Securities...............................................34
         SECTION 7.6.          Voting Rights of Common Securities................................................36
         SECTION 7.7.          Paying Agent......................................................................37
         SECTION 7.8.          Listing...........................................................................37
         SECTION 7.9.          Transfer of Securities............................................................37
         SECTION 7.10.         Mutilated, Destroyed, Lost or Stolen Certificates.................................38
</TABLE>


                                      iii
<PAGE>


<TABLE>

<S>      <C>                   <C>                                                                               <C>
         SECTION 7.11.         Deemed Security Holders...........................................................39
         SECTION 7.12.         Global Securities.................................................................39

ARTICLE 8         DISSOLUTION AND TERMINATION OF TRUST...........................................................41

         SECTION 8.1.          Dissolution and Termination of Trust..............................................41
         SECTION 8.2.          Liquidation Distribution Upon Dissolution of the Trust............................41

ARTICLE 9         LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS..................42

         SECTION 9.1.          Liability.........................................................................42
         SECTION 9.2.          Exculpation.......................................................................42
         SECTION 9.3.          Fiduciary Duty....................................................................43
         SECTION 9.4.          Indemnification...................................................................44
         SECTION 9.5.          Outside Businesses................................................................45

ARTICLE 10        ACCOUNTING.....................................................................................46

         SECTION 10.1.         Fiscal Year.......................................................................46
         SECTION 10.2.         Certain Accounting Matters........................................................46
         SECTION 10.3.         Banking...........................................................................46
         SECTION 10.4.         Withholding.......................................................................47

ARTICLE 11        AMENDMENTS AND MEETINGS........................................................................47

         SECTION 11.1.         Amendments........................................................................47
         SECTION 11.2.         Meetings of the Holders of Securities; Action by Written Consent..................49

ARTICLE 12        REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE.......................................50

         SECTION 12.1.         Representations and Warranties of the Property Trustee............................50
         SECTION 12.2.         Representations and Warranties of the Delaware Trustee............................51

ARTICLE 13        MISCELLANEOUS..................................................................................51

         SECTION 13.1.         Notices...........................................................................51
         SECTION 13.2.         Governing Law.....................................................................53
         SECTION 13.3.         Intention of the Parties..........................................................53
         SECTION 13.4.         Headings..........................................................................53
         SECTION 13.5.         Successors and Assigns............................................................53
         SECTION 13.6.         Partial Enforceability............................................................53
         SECTION 13.7.         Counterparts......................................................................53
</TABLE>


EXHIBITS
Exhibit A Form of Capital Security Certificate
Exhibit B Form of Common Security Certificate


                                       iv
<PAGE>



                      AMENDED AND RESTATED TRUST AGREEMENT


         This AMENDED AND RESTATED TRUST AGREEMENT (the "Trust Agreement"),
dated as of _________ __, 20__ is entered into by and among (i) BANKNORTH GROUP,
INC., a Maine corporation (the "Sponsor"), (ii) THE BANK OF NEW YORK, a banking
corporation organized under the laws of New York, as property trustee, (in each
such capacity, the "Property Trustee"), (iii) THE BANK OF NEW YORK (DELAWARE),
as Delaware trustee (the "Delaware Trustee"), (iv) William J. Ryan, an
individual, Peter J. Verrill, an individual, and Carol L. Mitchell, an
individual, each of whose address is c/o Banknorth Group, Inc., P.O. Box 9540,
Two Portland Square, Portland, Maine 04112 (each an "Administrative Trustee" and
collectively the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.

                                    RECITALS

         WHEREAS, the Trustees and the Sponsor established BANKNORTH CAPITAL
TRUST ___ (the "Trust"), a business trust under the Business Trust Act (as
defined, together with other capitalized terms, herein) pursuant to a Trust
Agreement dated as of January __, 2002 (the "Original Trust Agreement"), and a
Certificate of Trust (the "Certificate of Trust") filed with the Secretary of
State of the State of Delaware on January __, 2002;

         WHEREAS, the sole purpose of the Trust shall be to issue and sell
certain securities representing undivided beneficial interests in the assets of
the Trust, investing the proceeds thereof in certain Debentures issued by the
Debenture Issuer and to engage in only those activities necessary or incidental
thereto; and

         WHEREAS, the parties hereto, by this Trust Agreement, amend and restate
each and every term and provision of the Original Trust Agreement;

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Trust Agreement constitute the governing instrument of such business trust,
the Trustees hereby declare that all assets contributed to the Trust be held in
trust for the benefit of the Holders of the Securities representing undivided
beneficial interests in the assets of the Trust issued hereunder, subject to the
provisions of this Trust Agreement.

                                   ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1   Interpretation and Definitions.

         Unless the context otherwise requires:

          (a) capitalized terms used in this Trust Agreement but not defined in
     the preamble above have the meanings assigned to them in this Section 1.1;

          (b) a term defined anywhere in this Trust Agreement has the same
     meaning throughout;

          (c) all references to "the Trust Agreement" or "this Trust Agreement"
     are to this Trust Agreement as modified, supplemented or amended from time
     to time;

<PAGE>


          (d) all references in this Trust Agreement to Articles, Sections,
     Recitals and Exhibits are to Articles and Sections of, or Recitals and
     Exhibits to, this Trust Agreement unless otherwise specified;

          (e) unless otherwise defined in this Trust Agreement, a term defined
     in the Trust Indenture Act has the same meaning when used in this Trust
     Agreement;

          (f) a reference to the singular includes the plural and vice versa and
     a reference to any masculine form of a term shall include the feminine form
     of a term, as applicable; and

          (g) the following terms have the following meanings:

          "Administrative Trustee" means any Trustee other than the Property
          Trustee and the Delaware Trustee.

          "Affiliate" has the same meaning as given to that term in Rule 405 of
          the Securities Act or any successor rule thereunder.

          "Authorized Officer" of a Person means any Person that is authorized
          to bind such Person.

          "Beneficial Owners" means, for Capital Securities represented by a
          Global Security, the Person who acquires an interest in the Capital
          Securities which is reflected on the records of the Depositary through
          the Depositary Participants.

          "Business Day" means any day other than (i) a Saturday or Sunday, (ii)
          a day on which banking institutions in the Borough of Manhattan, The
          City of New York or Portland, Maine are authorized or required by law
          or executive order to remain closed or (iii) a day on which the
          Corporate Trust Office of the Debenture Trustee, or, with respect to
          the Securities of a series initially issued to a Trust, the principal
          office of the Property Trustee under the related Trust Agreement, is
          closed for business.

          "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
          Code, 12 Del. Code Section 3801 et seq., as it may be amended from
          time to time, or any successor legislation.

          "Capital Security" has the meaning specified in Section 7.1.

          "Capital Security Certificate" means a definitive certificate in fully
          registered form representing a Capital Security, substantially in the
          form of Exhibit A.

          "Certificate" means a Common Security Certificate or a Capital
          Security Certificate.

          "Certificate of Trust" has the meaning specified in the Recitals
          hereto.

          "Closing Date" means the date on which the Capital Securities are
          issued and sold.

          "Code" means the Internal Revenue Code of 1986, as amended from time
          to time, or any successor legislation. A reference to a specific
          section of the Code refers not only to such specific section but also
          to any corresponding provision



                                       2
<PAGE>


          of any federal tax statute enacted after the date of this Trust
          Agreement, as such specific section or corresponding provision is in
          effect on the date of application of the provisions of this Trust
          Agreement containing such reference.

          "Commission" means the Securities and Exchange Commission or any
          successor thereto.

          "Common Securities Holder" means Banknorth Group, Inc., or any
          successor thereto, in its capacity as purchaser and holder of all of
          the Common Securities issued by the Trust.

          "Common Securities Subscription Agreement" means the Common Securities
          Subscription Agreement, dated as of the Closing Date, between the
          Trust and the Sponsor relating to the Common Securities.

          "Common Security" has the meaning specified in Section 7.1.

          "Common Security Certificate" means a definitive certificate in fully
          registered form representing a Common Security, substantially in the
          form of Exhibit B hereto.

          "Corporate Trust Office" means the principal office of the Property
          Trustee at which at any particular time its corporate trust business
          shall be administered, which office at the date of execution of this
          Trust Agreement is located at c/o White Clay Center, P.O. Box 6973
          Route 273 Newark, Delaware 19711, Attention: Corporate Trust
          Department.

          "Covered Person" means (a) any officer, director, shareholder,
          partner, member, representative, employee or agent of (i) the Trust or
          (ii) the Trust's Affiliates; and (b) any Holder.

          "Debenture Issuer" means Banknorth Group, Inc., or any successor
          thereto under the Indenture, in its capacity as issuer of the
          Debentures under the Indenture.

          "Debenture Issuer Indemnified Person" means (a) any Administrative
          Trustee; (b) any Affiliate of any Administrative Trustee; (c) any
          officers, directors, shareholders, members, partners, employees,
          representatives or agents of any Administrative Trustee or any
          Affiliate thereof; or (d) any officer, employee or agent of the Trust
          or its Affiliates.

          "Debenture Trustee" means The Bank of New York, in its capacity as
          trustee under the Indenture until a successor is appointed thereunder,
          and thereafter means such successor trustee.

          "Debentures" means the series of debentures to be issued by the
          Debenture Issuer under the Indenture and held by the Property Trustee.

          "Debenture Subscription Agreement" means the Debenture Subscription
          Agreement, dated as of the Closing Date, between the Sponsor and the
          Trust in respect of the Debentures.

          "Delaware Trustee" means the Trustee meeting the eligibility
          requirements set forth in Section 6.2.

          "Depositary" means, with respect to Securities issuable in whole or in
          part in the form of one or more Global Securities, a clearing agency
          registered under the Exchange Act that is designated to act as
          Depositary for such Securities.


                                       3
<PAGE>


          "Depositary Participant" means a member of, or participant in, the
          Depositary.

          "Direct Action" has the meaning specified in Section 3.8(e).

          "Distribution" means a distribution payable to Holders of Securities
          in accordance with Section 7.2.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
          from time to time, or any successor legislation.

          "Federal Reserve" means the Board of Governors of the Federal Reserve
          System, or any successor thereto.

          "Fiduciary Indemnified Person" has the meaning set forth in Section
          9.4(b).

          "Fiscal Year" has the meaning specified in Section 10.1.

          "Global Security" means a fully registered, global Capital Security
          Certificate.

          "Guarantee" means the Guarantee Agreement, dated the date hereof, of
          the Sponsor in respect of the Securities.

          "Holder" means any holder of Securities, as registered on the books
          and records of the Trust.

          "Indemnified Person" means a Debenture Issuer Indemnified Person or a
          Fiduciary Indemnified Person, such Person being a beneficial owner
          within the meaning of the Business Trust Act.

          "Indenture" means the Indenture, dated as of _________ __, 20__,
          between the Debenture Issuer and The Bank of New York, as Trustee,
          pursuant to which the Debentures are to be issued.

          "Indenture Event of Default" has the meaning given to the term "Event
          of Default" in the Indenture.

          "Investment Company" means an investment company as defined in the
          Investment Company Act and the regulations promulgated thereunder.

          "Investment Company Act" means the Investment Company Act of 1940, as
          amended from time to time, or any successor legislation.

          "Investment Company Event" means the receipt by the Sponsor and the
          Trust of an opinion of an independent counsel experienced in matters
          relating to investment companies, to the effect that, as a result of
          the occurrence of a change in law or regulation or a change in
          interpretation or application of law or regulation by any legislative
          body, court, governmental agency or regulatory authority (a "Change in
          1940 Act Law"), there is more than an insubstantial risk that the
          Trust is or will be considered an "investment company" that is
          required to be registered under the Investment Company Act, which
          Change in 1940 Act Law becomes effective on or after the Closing Date.

          "Legal Action" has the meaning specified in Section 3.6(g).



                                       4
<PAGE>


          "List of Holders" has the meaning specified in Section 2.2(a).

          "Majority in Liquidation Amount" means, except as provided in the
          terms of the Capital Securities or by the Trust Indenture Act,
          Holder(s) of outstanding Securities, voting together as a single
          class, or, as the context may require, Holders of outstanding Capital
          Securities or Holders of outstanding Common Securities, voting
          separately as a class, who are the record owners of more than 50% of
          the aggregate liquidation amount (including the stated amount that
          would be paid on redemption, liquidation or otherwise, plus
          accumulated and unpaid Distributions to the date upon which the voting
          percentages are determined) of all outstanding Securities of the
          relevant class.

          "NASDAQ" means The NASDAQ Stock Market, Inc., or any successor
          thereto.

          "Officer's Certificate" means, with respect to any Person, a
          certificate signed on behalf of such Person by two Authorized Officers
          of such Person. Any Officer's Certificate delivered with respect to
          compliance with a condition or covenant provided for in this Trust
          Agreement shall include:

          (i) a statement that each officer signing the Officer's Certificate
     has read the covenant or condition and the definitions relating thereto;

          (ii) a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer on behalf of such Person in
     rendering the Officer's Certificate;

          (iii) a statement that each such officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer on behalf of such Person to express an informed opinion as to
     whether or not such covenant or condition has been complied with; and

          (iv) a statement as to whether, in the opinion of each such officer
     acting on behalf of such Person, such condition or covenant has been
     complied with; provided, that the term "Officer's Certificate", when used
     with reference to Administrative Trustees who are natural persons shall
     mean a certificate signed by two or more of the Administrative Trustees
     which otherwise satisfies the foregoing requirements.

          "Paying Agent" has the meaning specified in Section 3.8(h).

          "Payment Amount" has the meaning specified in Section 7.2(c).

          "Person" means a legal person, including any individual, corporation,
          estate, partnership, joint venture, association, joint stock company,
          limited liability company, trust, unincorporated association, or
          government or any agency or political subdivision thereof, or any
          other entity of whatever nature.

          "Property Account" has the meaning specified in Section 3.8(c).

          "Property Trustee" means the Trustee meeting the eligibility
          requirements set forth in Section 6.3.

          "Pro Rata" means pro rata to each Holder of Securities according to
          the aggregate liquidation amount of the Securities held by the
          relevant Holder in relation to the aggregate liquidation amount of all
          Securities outstanding.


                                       5
<PAGE>


          "Quorum" means a majority of the Administrative Trustees or, if there
          are only two Administrative Trustees, both of them.

          "Redemption/Distribution Notice" has the meaning specified in Section
          7.4(a).

          "Redemption Price" means the amount for which the Securities will be
          redeemed, which amount will equal (i) the redemption price paid by the
          Debenture Issuer to repay or redeem, in whole or in part, the
          Debentures held by the Trust which shall include accumulated and
          unpaid Distributions on such Securities through the date of their
          redemption or (ii) such lesser amount as will be received by the Trust
          in respect of the Debentures so repaid or redeemed.

          "Regulatory Capital Event" means the reasonable determination by the
          Sponsor that, as a result of (a) any amendment to, or change
          (including any announced prospective change) in, the laws (or any
          regulations thereunder) of the United States or (b) any official or
          administrative pronouncement or action or judicial decision for
          interpreting or applying such laws or regulations, which amendment or
          change is effective or such pronouncement or decision is announced on
          or after the date of original issuance of the Capital Securities,
          there is more than an insubstantial risk of impairment of the
          Sponsor's ability to treat the Capital Securities (or any substantial
          portion thereof) as Tier 1 capital (or its then equivalent) for
          purposes of the capital adequacy guidelines of the Federal Reserve in
          effect and applicable to the Sponsor.

          "Related Party" means, with respect to the Sponsor, any direct or
          wholly owned subsidiary of the Sponsor or any Person that owns,
          directly or indirectly, 100% of the outstanding voting securities of
          the Sponsor.

          "Responsible Officer" means, with respect to the Property Trustee, any
          officer with direct responsibility for the administration of this
          Trust Agreement and also means, with respect to a particular corporate
          trust matter, any other officer to whom such matter is referred
          because of that officer's knowledge of and familiarity with the
          particular subject.

          "Securities" means the Common Securities and the Capital Securities.

          "Securities Act" means the Securities Act of 1933, as amended from
          time to time, or any successor legislation.

          "Special Event" means a Tax Event, a Regulatory Capital Event or an
          Investment Company Event.

          "Sponsor" means Banknorth Group, Inc., a Maine corporation, or any
          successor entity in a merger, consolidation, amalgamation or
          replacement by or conveyance, transfer or lease of its properties
          substantially as an entirety, in its capacity as sponsor of the Trust.

          "Successor Delaware Trustee" has the meaning specified in Section
          6.6(b).

          "Successor Entity" has the meaning specified in Section 3.15(b)(i).

          "Successor Property Trustee" has the meaning specified in Section
          6.6(b).

          "Successor Security" has the meaning specified in Section 3.15(b)(i)b.



                                       6
<PAGE>


          "Super Majority" has the meaning specified in Section 2.6(a)(ii) .

          "Tax Event" means the receipt by the Sponsor or the Trust of an
          opinion of tax counsel (which may be the Sponsor's counsel or counsel
          of an Affiliate but not an employee and which must be reasonably
          acceptable to the Property Trustee) experienced in such matters, to
          the effect that, as a result of (a) any amendment to, or change
          (including any announced prospective change) in, the laws (or any
          regulations thereunder) of the United States or any political
          subdivision or taxing authority thereof or therein, or (b) any court,
          governmental agency or regulatory authority interpreting or applying
          such laws or regulations, there is more than an insubstantial risk
          that (i) the Trust is, or will be within 90 days of the date of such
          opinion, subject to the United States federal income tax with respect
          to income received or accrued on the Debentures, (ii) interest payable
          by the Debenture Issuer on the Debentures is not, or within 90 days of
          the date of such opinion will not be, deductible, in whole or in part,
          by the Debenture Issuer for United States federal income tax purposes,
          or (iii) the Trust is, or will be within 90 days of the date of such
          opinion, subject to more than a de minimus amount of other taxes,
          duties or other governmental charges.

          "10% in Liquidation Amount" means, except as provided in the terms of
          the Capital Securities or by the Trust Indenture Act, Holder(s) of
          outstanding Securities, voting together as a single class, or, as the
          context may require, Holders of outstanding Capital Securities or
          Holders of outstanding Common Securities, voting separately as a
          class, who are the record owners of 10% or more of the aggregate
          liquidation amount (including the stated amount that would be paid on
          redemption, liquidation or otherwise, plus accumulated and unpaid
          Distributions to the date upon which the voting percentages are
          determined) of all outstanding Securities of the relevant class.

          "Treasury Regulations" means the income tax regulations, including
          temporary and proposed regulations, promulgated under the Code by the
          United States Treasury, as such regulations may be amended from time
          to time (including corresponding provisions of succeeding
          regulations).

          "Trust" has the meaning specified in the Recitals.

          "Trust Enforcement Event" in respect of the Securities means an
          Indenture Event of Default has occurred and is continuing in respect
          of the Debentures.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
          amended from time to time, or any successor legislation.

          "Trustee" or "Trustees" means each Person who has signed this Trust
          Agreement as a trustee, so long as such Person shall continue as a
          trustee in accordance with the terms hereof, and all other Persons who
          may from time to time be duly appointed, qualified and serving as
          Trustees in accordance with the provisions hereof, and references
          herein to a Trustee or the Trustees shall refer to such Person or
          Persons solely in their capacity as trustees hereunder.


                                       7
<PAGE>


                                   ARTICLE 2

                               TRUST INDENTURE ACT


         SECTION 2.1.   Trust Indenture Act; Application.

             (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

             (b) The Property Trustee shall be the only Trustee which is a
Trustee for the purposes of the Trust Indenture Act.

             (c) If and to the extent that any provision of this Trust Agreement
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.

             (d) The application of the Trust Indenture Act to this Trust
Agreement shall not affect the Trust's classification as a grantor trust for
United States federal income tax purposes.

         SECTION 2.2.   Lists of Holders of Securities.

             (a) Each of the Sponsor and the Administrative Trustees on behalf
of the Trust shall provide the Property Trustee (i), except while the Capital
Securities are represented by one or more Global Securities, at least five
Business Days prior to the date for payment of Distributions, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Holders of the Securities ("List of Holders") as of the record date
relating to the payment of such Distributions, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request from the Property
Trustee for a List of Holders, as of a date no more than 15 days before such
List of Holders is given to the Property Trustee; provided that neither the
Sponsor nor the Administrative Trustees on behalf of the Trust shall be
obligated to provide such List of Holders at any time the List of Holders does
not differ from the most recent List of Holders given to the Property Trustee by
the Sponsor and the Administrative Trustees on behalf of the Trust. The Property
Trustee shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity), provided that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

             (b) The Property Trustee shall comply with its obligations under,
and shall be entitled to the benefits of, Sections 311(a), 311 (b) and 312(b) of
the Trust Indenture Act.

         SECTION 2.3.   Reports by the Property Trustee.

         Within 60 days after ______ ____of each year (commencing with
__________ ___ the year of the first anniversary of the issuance of the Capital
Securities), the Property Trustee shall provide to the Holders of the Capital
Securities such reports as are required by Section 313 of the Trust Indenture
Act, if any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Property Trustee shall also comply with the requirements of
Section 313 (d) of the Trust Indenture Act.


                                       8
<PAGE>


         SECTION 2.4.   Periodic Reports to the Property Trustee.

         Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, but in no event later than 120 days after the end of each
calendar year.

         SECTION 2.5.   Evidence of Compliance with Conditions Precedent.

         Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officer's Certificate.

         SECTION 2.6.   Trust Enforcement Events; Waiver.

             (a) The Holders of a Majority in Liquidation Amount of the Capital
Securities may, by vote or written consent, on behalf of the Holders of all of
the Capital Securities, waive any past Trust Enforcement Event in respect of the
Capital Securities and its consequences, provided that, if the underlying
Indenture Event of Default:

                  (i) is not waivable under the Indenture, the Trust Enforcement
         Event under the Trust Agreement shall also not be waivable; or

                  (ii) requires the consent or vote of the Holders of greater
         than a majority in principal amount of the Debentures (a "Super
         Majority") to be waived under the Indenture, the related Trust
         Enforcement Event under the Trust Agreement may only be waived by the
         vote or written consent of the Holders of at least the proportion in
         liquidation amount of the Capital Securities that the relevant Super
         Majority represents of the aggregate principal amount of the Debentures
         outstanding.

             The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Trust Agreement
and the Securities, as permitted by the Trust Indenture Act. Upon such waiver,
any such default shall cease to exist, and any Trust Enforcement Event with
respect to the Capital Securities arising therefrom shall be deemed to have been
cured, for every purpose of this Trust Agreement and the Capital Securities, but
no such waiver shall extend to any subsequent or other Trust Enforcement Event
with respect to the Capital Securities or impair any right consequent thereon.
Any waiver by the Holders of the Capital Securities of a Trust Enforcement Event
with respect to the Capital Securities shall also be deemed to constitute a
waiver by the Holders of the Common Securities of any such Trust Enforcement
Event with respect to the Common Securities for all purposes of this Trust
Agreement without any further act, vote, or consent of the Holders of the Common
Securities.

             (b) The Holders of a Majority in Liquidation Amount of the Common
Securities may, by vote or written consent, on behalf of the Holders of all of
the Common Securities, waive any past Trust Enforcement Event in respect of the
Common Securities and its consequences, provided that, if the underlying
Indenture Event of Default:


                                       9
<PAGE>

                  (i) is not waivable under the Indenture, except where the
         Holders of the Common Securities are deemed to have waived such Trust
         Enforcement Event under the Trust Agreement as provided below in this
         Section 2.6(b), the Trust Enforcement Event under the Trust Agreement
         shall also not be waivable; or

                  (ii) requires the consent or vote of a Super Majority to be
         waived under the Indenture, except where the Holders of the Common
         Securities are deemed to have waived such Trust Enforcement Event under
         the Trust Agreement as provided below in this Section 2.6(b), the Trust
         Enforcement Event under the Trust Agreement may only be waived by the
         vote or written consent of the Holders of at least the proportion in
         liquidation amount of the Common Securities that the relevant Super
         Majority represents of the aggregate principal amount of the Debentures
         outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any Trust Enforcement Event and all Trust Enforcement Events with respect to the
Common Securities and the consequences thereof until all Trust Enforcement
Events with respect to the Capital Securities have been cured, waived or
otherwise eliminated, and until such Trust Enforcement Events with respect to
the Capital Securities have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Capital Securities and only the Holders of the Capital Securities will have
the right to direct the Property Trustee in accordance with the terms of the
Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Trust Agreement and the Securities, as permitted by
the Trust Indenture Act. Subject to the foregoing provisions of this Section
2.6(b), upon such cure, waiver or other elimination, any such default shall
cease to exist and any Trust Enforcement Event with respect to the Common
Securities arising therefrom shall be deemed to have been cured for every
purpose of this Trust Agreement, but no such waiver shall extend to any
subsequent or other Trust Enforcement Event with respect to the Common
Securities or impair any right consequent thereon.

             (c) A waiver of an Indenture Event of Default by the Property
Trustee at the direction of the Holders of the Capital Securities constitutes a
waiver of the corresponding Trust Enforcement Event with respect to the Capital
Securities under this Trust Agreement. The foregoing provisions of this Section
2.6(c) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and
such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly
excluded from this Trust Agreement and the Securities, as permitted by the Trust
Indenture Act.

         SECTION 2.7.   Trust Enforcement Event; Notice.

             (a) The Property Trustee shall, within 90 days after the occurrence
of a Trust Enforcement Event actually known to a Responsible Officer of the
Property Trustee, transmit by mail, first class postage prepaid, to the Holders
of the Securities, notices of all such defaults with respect to the Securities,
unless such defaults have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section 2.7(a) being hereby defined to be an
Indenture Event of Default, not including any periods of grace provided for
therein and irrespective of the giving of any notice provided therein); provided
that, except for a default in the payment of principal of (or premium, if any)
or interest on any of the Debentures, the Property Trustee shall be protected
fully in withholding such notice if and so long as a Responsible Officer of the
Property Trustee in good faith determines that the withholding of such notice is
in the interests of the Holders of the Securities.


                                       10
<PAGE>


             (b) The Property Trustee shall not be deemed to have knowledge of
any default except:

                  (i) a default under Sections 5.1(1) and 5.1(2) of the
         Indenture; or

                  (ii) any default as to which the Property Trustee shall have
         received written notice or of which a Responsible Officer of the
         Property Trustee charged with the administration of this Trust
         Agreement shall have actual knowledge.

                                   ARTICLE 3

                                  ORGANIZATION

         SECTION 3.1.   Name and Organization.

         The Trust hereby continued is named "Banknorth Capital Trust __" as
such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Securities, the Property Trustee and
the Delaware Trustee. The Trust's activities may be conducted under the name of
the Trust or any other name deemed advisable by the Administrative Trustees.

         SECTION 3.2.   Office.

         The address of the principal office of the Trust is c/o Banknorth
Group, Inc., P.O. Box 9540, Two Portland Square, Portland, Maine 04112. On 10
Business Days' written notice to the Holders of Securities, each of the Property
Trustee, the Delaware Trustee and the Administrative Trustees may designate
another principal office.

         SECTION 3.3.   Purpose.

         The exclusive purposes and functions of the Trust are (a) to issue
Securities in exchange for the Debentures, and (b) except as otherwise limited
herein, to engage in only those other activities necessary or incidental
thereto. The Trust shall not borrow money, issue debt or reinvest proceeds
derived from investments, pledge any of its assets or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust to be
classified as other than a grantor trust for United States federal income tax
purposes.

         By the acceptance of this Trust, the Trustees, the Sponsor, the Holders
of the Capital Securities and Common Securities and the Capital Securities
Beneficial Owners will agree to treat the Trust as a grantor trust for United
States federal income tax purposes and not to take any position which is
contrary to such classification.

         SECTION 3.4.   Authority.

         Subject to the limitations provided in this Trust Agreement and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive authority to carry out the purposes of the Trust. An action taken by
the Administrative Trustees in accordance with their powers shall constitute the
act of and serve to bind the Trust and an action taken by the Property Trustee
on behalf of the Trust in accordance with its powers shall constitute the act of
and serve to bind the Trust. In dealing with the Trustees acting on behalf of
the Trust, no Person shall be required to inquire into the authority of the
Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely
conclusively on the power and authority of the Trustees as set forth in this
Trust Agreement.


                                       11
<PAGE>


             (a) Except as expressly set forth in this Trust Agreement and
except if a meeting of the Administrative Trustees is called with respect to any
matter over which the Administrative Trustees have power to act, any power of
the Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

             (b) Except as otherwise required by the Business Trust Act or
applicable law, any Administrative Trustee is authorized to execute on behalf of
the Trust any documents which the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 3.6(b).

             (c) An Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6; provided that such person is a United States Person as defined in
Section 7701(a)(30) of the Code.

         SECTION 3.5.   Title to Property of the Trust.

         Except as provided in Section 3.8 with respect to the Debentures and
the Property Account or as otherwise provided in this Trust Agreement, legal
title to all assets of the Trust shall be vested in the Trust. The Holders shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial ownership interest in the assets of the Trust.

         SECTION 3.6.   Powers and Duties of the Administrative Trustees.

         The Administrative Trustees shall have the exclusive power, duty and
authority, and are hereby authorized and directed, to cause the Trust to engage
in the following activities:

             (a) to establish the terms and form of the Capital Securities and
the Common Securities in the manner specified in Section 7.1 to execute, enter
into, deliver and perform the Common Securities Subscription Agreement and to
execute, deliver, issue and sell the Securities in accordance with this Trust
Agreement; provided, however, that the Trust may issue no more than one series
of Capital Securities and no more than one series of Common Securities, and,
provided further, that there shall be no interests in the Trust other than the
Securities, and the issuance of Securities shall be limited to a simultaneous
issuance of both Capital Securities and Common Securities on the Closing Date;

             (b) in connection with the issuance of the Capital Securities, at
the direction of the Sponsor, to execute and file any documents prepared by the
Sponsor, or take any acts as determined by the Sponsor to be necessary, in order
to qualify or register all or part of the Capital Securities in any State in
which the Sponsor has determined to qualify or register such Capital Securities
for sale;

             (c) to execute, enter into and deliver the Debenture Subscription
Agreement and to acquire the Debentures in exchange for the proceeds from the
issuance and sale of the Capital Securities and the Common Securities; provided,
however, that the Administrative Trustees shall cause legal title to the
Debentures to be held of record in the name of the Property Trustee for the
benefit of the Holders;

             (d) to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event; provided that the Administrative
Trustees shall consult with the Sponsor and the Property Trustee before taking
or refraining from taking any action in relation to any such Special Event;


                                       12
<PAGE>


             (e) to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Capital Securities and Holders of Common Securities as
to such actions and applicable record dates;

             (f) to take all actions and perform such duties as may be required
of the Administrative Trustees pursuant to the terms of this Trust Agreement and
the Securities;

             (g) to bring or defend, pay, collect, compromise, arbitrate, resort
to legal action or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless, pursuant to Section 3.8(e), the Property Trustee has
the exclusive power to bring such Legal Action;

             (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants to conduct only those services that the Administrative Trustees have
authority to conduct directly, and to pay reasonable compensation for such
services, provided that such person is a United States Person as defined in
Section 7701(a)(30) of the Code;

             (i) to cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;

             (j) to give the certificate required by Section 314(a)(4) of the
Trust Indenture Act to the Property Trustee, which certificate may be executed
by any Administrative Trustee;

             (k) to incur expenses that are necessary or incidental to carry out
any of the purposes of the Trust;

             (l) to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities;

             (m) to give prompt written notice to the Holders of the Securities
of any notice received from the Debenture Issuer of its election to defer
payments of interest on the Debentures by extending the interest payment period
under the Debentures as authorized by the Indenture;

             (n) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Capital
Securities and the Holders of the Common Securities or to enable the Trust to
effect the purposes for which the Trust was created;

             (o) to take any action, not inconsistent with applicable law, that
the Administrative Trustees determine in their discretion to be necessary or
desirable in carrying out the purposes and functions of the Trust as set out in
Section 3.3 or the activities of the Trust as set out in this Section 3.6,
including, but not limited to:

                  (i) causing the Trust not to be deemed to be an Investment
         Company required to be registered under the Investment Company Act;


                                       13
<PAGE>


                  (ii) causing the Trust to be classified as a grantor trust for
         United States federal income tax purposes; and

                  (iii) cooperating with the Debenture Issuer to ensure that the
         Debentures will be treated as indebtedness of the Debenture Issuer for
         United States federal income tax purposes.

             (p) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Administrative Trustees, on
behalf of the Trust; and

             (q) to execute and deliver all documents or instruments, perform
all duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing.

         The Administrative Trustees shall exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall have no
power to, and shall not, take any action that is inconsistent with the purposes
and functions of the Trust set forth in Section 3.3.

         Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in Section
3.8.

         Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

         SECTION 3.7.   Prohibition of Actions by the Trust and the Trustees.

             (a) The Trust shall not, and none of the Trustees (including the
Property Trustee) shall cause the Trust to, engage in any activity other than as
required or authorized by this Trust Agreement. In particular, the Trust shall
not and none of the Trustees (including the Property Trustee) shall cause the
Trust to:

                  (i) invest any proceeds received by the Trust from holding the
         Debentures, but shall distribute all such proceeds to Holders of
         Securities pursuant to the terms of this Trust Agreement and of the
         Securities;

                  (ii) acquire any assets other than as expressly provided
         herein;

                  (iii) possess Trust property for other than a Trust purpose;

                  (iv) make any loans (other than those represented by the
         Debentures) or incur any indebtedness;

                  (v) possess any power or otherwise act in such a way as to
         vary the Trust assets;

                  (vi) possess any power or otherwise act in such a way as to
         vary the terms of the Securities in any way whatsoever (except to the
         extent expressly authorized in this Trust Agreement or by the terms of
         the Securities);


                                       14
<PAGE>


                  (vii) issue any securities or other evidences of beneficial
         ownership of, or beneficial interest in, the Trust other than the
         Securities;

                  (viii) other than as provided in this Trust Agreement or by
         the terms of the Securities, (A) direct the time, method and place of
         exercising any trust or power conferred upon the Debenture Trustee with
         respect to the Debentures, (B) waive any past default that is waivable
         under the Indenture, (C) exercise any right to rescind or annul any
         declaration that the principal of all the Debentures shall be due and
         payable, or (D) consent to any amendment, modification or termination
         of the Indenture or the Debentures where such consent shall be required
         unless the Trust shall have received an opinion of counsel to the
         effect that such modification will not cause more than an insubstantial
         risk that the Trust will be deemed an Investment Company required to be
         registered under the Investment Company Act, or the Trust will be
         classified as other than a grantor trust for United States federal
         income tax purposes;

                  (ix) take any action inconsistent with the status of the Trust
         as a grantor trust for United States federal income tax purposes; or

                  (x) revoke any action previously authorized or approved by
         vote of the Holders of the Capital Securities.

         SECTION 3.8.   Powers and Duties of the Property Trustee.

             (a) The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee for the benefit of the Trust and the
Holders of the Securities. The right, title and interest of the Property Trustee
to the Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 6.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

             (b) The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

             (c) The Property Trustee shall:

                  (i) establish and maintain a segregated non-interest bearing
         trust account (the "Property Account") in the name of and under the
         exclusive control of the Property Trustee on behalf of the Holders of
         the Securities and, upon the receipt of payments of funds made in
         respect of the Debentures held by the Property Trustee, deposit such
         funds into the Property Account and make payments to the Holders of the
         Capital Securities and Holders of the Common Securities from the
         Property Account in accordance with Section 7.2. Funds in the Property
         Account shall be held uninvested until disbursed in accordance with
         this Trust Agreement. The Property Account shall be an account that is
         maintained with a banking institution the rating on whose long-term
         unsecured indebtedness is at least equal to the rating assigned to the
         Capital Securities by a "nationally recognized statistical rating
         organization", within the meaning of Rule 436(g)(2) under the
         Securities Act;


                                       15
<PAGE>

                  (ii) engage in such ministerial activities as shall be
         necessary or appropriate to effect the redemption of the Capital
         Securities and the Common Securities to the extent the Debentures are
         redeemed or mature; and

                  (iii) upon written notice of distribution issued by the
         Administrative Trustees in accordance with the terms of the Securities,
         engage in such ministerial activities as so directed and as shall be
         necessary or appropriate to effect the distribution of the Debentures
         to Holders of Securities upon the occurrence of a Special Event.

             (d) The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of this Trust Agreement and the Securities.

             (e) The Property Trustee shall take any Legal Action which arises
out of or in connection with a Trust Enforcement Event of which a Responsible
Officer of the Property Trustee has actual knowledge or the Property Trustee's
duties and obligations under this Trust Agreement or the Trust Indenture Act;
provided, however, that if a Trust Enforcement Event has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay interest, principal or other required payments on the Debentures on the
date such interest, principal or other required payments are otherwise payable
(or in the case of redemption, on the redemption date), then a Holder of Capital
Securities may directly institute a proceeding against the Debenture Issuer for
enforcement of payment to such Holder of the principal of or interest on
Debentures having a principal amount equal to the aggregate liquidation amount
of the Capital Securities of such Holder (a "Direct Action") on or after the
respective due date specified in the Debentures. Notwithstanding anything to the
contrary in this Trust Agreement or the Indenture, the Debenture Issuer shall
have the right to set-off any payment it is otherwise required to make under the
Indenture in respect of any Capital Security to the extent the Debenture Issuer
has heretofore made, or is currently on the date of such payment making, a
payment under the Guarantee relating to such Capital Security or under Section
5.8 of the Indenture.

             (f) The Property Trustee shall continue to serve as a Trustee until
either:

                  (i) the Trust has been completely liquidated and the proceeds
         of the liquidation distributed to the Holders of Securities pursuant to
         the terms of the Securities; or

                  (ii) a Successor Property Trustee has been appointed and has
         accepted that appointment in accordance with Section 6.6.

             (g) The Property Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if a Trust Enforcement Event actually known to a Responsible
Officer of the Property Trustee occurs and is continuing, the Property Trustee
shall, for the benefit of Holders of the Securities, enforce its rights as
holder of the Debentures subject to the rights of the Holders pursuant to the
terms of such Securities.

             (h) The Property Trustee may authorize one or more Persons (each, a
"Paying Agent") to pay Distributions, redemption payments or liquidation
payments on behalf of the Trust with respect to all Securities and any such
Paying Agent shall comply with Section 317 (b) of the Trust Indenture Act. Any
Paying Agent may be removed by the Property Trustee at any time and a successor
Paying Agent or additional Paying Agents may be appointed at any time by the
Property Trustee.


                                       16
<PAGE>


             (i) Subject to this Section 3.8, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.6.

         The Property Trustee shall exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Property Trustee shall have no power
to, and shall not, take any action that is inconsistent with the purposes and
functions of the Trust set out in Section 3.3.

         SECTION 3.9.   Certain Duties and Responsibilities of the Property
                        Trustee.

             (a) The Property Trustee, before the occurrence of any Trust
Enforcement Event and after the curing of all Trust Enforcement Events that may
have occurred, shall undertake to perform only such duties as are specifically
set forth in this Trust Agreement and no implied covenants shall be read into
this Trust Agreement against the Property Trustee. In case a Trust Enforcement
Event has occurred (that has not been cured or waived pursuant to Section 2.6)
of which a Responsible Officer of the Property Trustee has actual knowledge, the
Property Trustee shall exercise such of the rights and powers vested in it by
this Trust Agreement, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

             (b) No provision of this Trust Agreement shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:

                  (i) prior to the occurrence of a Trust Enforcement Event and
         after the curing or waiving of all such Trust Enforcement Events that
         may have occurred:

                        a.    the duties and obligations of the Property Trustee
                              shall be determined solely by the express
                              provisions of this Trust Agreement and the
                              Property Trustee shall not be liable except for
                              the performance of such duties and obligations as
                              are specifically set forth in this Trust
                              Agreement, and no implied covenants or obligations
                              shall be read into this Trust Agreement against
                              the Property Trustee; and

                        b.    in the absence of bad faith on the part of the
                              Property Trustee, the Property Trustee may
                              conclusively rely, as to the truth of the
                              statements and the correctness of the opinions
                              expressed therein, upon any certificates or
                              opinions furnished to the Property Trustee and
                              conforming to the requirements of this Trust
                              Agreement; but in the case of any such
                              certificates or opinions that by any provision
                              hereof are specifically required to be furnished
                              to the Property Trustee, the Property Trustee
                              shall be under a duty to examine the same to
                              determine whether or not they conform to the
                              requirements of this Trust Agreement;

                  (ii) the Property Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer of the Property
         Trustee, unless it


                                       17
<PAGE>


         shall be proved that the Property Trustee was negligent in ascertaining
         the pertinent facts;

                  (iii) the Property Trustee shall not be liable with respect to
         any action taken or omitted to be taken by it without negligence, in
         good faith in accordance with the direction of the Holders of not less
         than a Majority in Liquidation Amount of the Securities relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Property Trustee, or exercising any trust or power
         conferred upon the Property Trustee under this Trust Agreement;

                  (iv) no provision of this Trust Agreement shall require the
         Property Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if it shall have
         reasonable grounds for believing that the repayment of such funds or
         liability is not reasonably assured to it under the terms of this Trust
         Agreement or indemnity reasonably satisfactory to the Property Trustee
         against such risk or liability is not reasonably assured to it;

                  (v) the Property Trustee's sole duty with respect to the
         custody, safe-keeping and physical preservation of the Debentures and
         the Property Account shall be to deal with such property in a similar
         manner as the Property Trustee deals with similar property for its own
         account, subject to the protections and limitations on liability
         afforded to the Property Trustee under this Trust Agreement and the
         Trust Indenture Act;

                  (vi) the Property Trustee shall have no duty or liability for
         or with respect to the value, genuineness, existence or sufficiency of
         the Debentures or the payment of any taxes or assessments levied
         thereon or in connection therewith;

                  (vii) the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         with the Sponsor. Money held by the Property Trustee need not be
         segregated from other funds held by it except in relation to the
         Property Account maintained by the Property Trustee pursuant to Section
         3.8(c)(i) and except to the extent otherwise required by law; and

                  (viii) the Property Trustee shall not be responsible for
         monitoring the compliance by the Administrative Trustees or the Sponsor
         with their respective duties under this Trust Agreement, nor shall the
         Property Trustee be liable for any default or misconduct of the
         Administrative Trustees or the Sponsor.

         SECTION 3.10.   Certain Rights of Property Trustee.

                  (a) Subject to the provisions of Section 3.9:

                           (i) the Property Trustee may conclusively rely and
                  shall be fully protected in acting or refraining from acting
                  upon any resolution, certificate, statement, instrument,
                  opinion, report, notice, request, direction, consent, order,
                  bond, debenture, note, other evidence of indebtedness or other
                  paper or document


                                       18
<PAGE>


                  believed by it to be genuine and to have been signed, sent or
                  presented by the proper party or parties;

                           (ii) any direction or act of the Sponsor or the
                  Administrative Trustees contemplated by this Trust Agreement
                  shall be sufficiently evidenced by an Officer's Certificate;

                           (iii) whenever in the administration of this Trust
                  Agreement, the Property Trustee shall deem it desirable that a
                  matter be proved or established before taking, suffering or
                  omitting any action hereunder, the Property Trustee (unless
                  other evidence is herein specifically prescribed) may, in the
                  absence of bad faith on its part, request and conclusively
                  rely upon an Officer's Certificate which, upon receipt of such
                  request, shall be promptly delivered by the Sponsor or the
                  Administrative Trustees;

                           (iv) the Property Trustee shall have no duty to see
                  to any recording, filing or registration of any instrument
                  (including any financing or continuation statement or any
                  filing under tax or securities laws) or any re-recording,
                  refiling or registration thereof;

                           (v) the Property Trustee may consult with counsel of
                  its choice or other experts and the advice or opinion of such
                  counsel and experts with respect to legal matters or advice
                  within the scope of such experts' area of expertise shall be
                  full and complete authorization and protection in respect of
                  any action taken, suffered or omitted by it hereunder in good
                  faith and in accordance with such advice or opinion, such
                  counsel may be counsel to the Sponsor or any of its
                  Affiliates, and may include any of its employees. The Property
                  Trustee shall have the right at any time to seek instructions
                  concerning the administration of this Trust Agreement from any
                  court of competent jurisdiction;

                           (vi) the Property Trustee shall be under no
                  obligation to exercise any of the rights or powers vested in
                  it by this Trust Agreement at the request or direction of any
                  Holder, unless such Holder shall have provided to the Property
                  Trustee security and indemnity, reasonably satisfactory to the
                  Property Trustee, against the costs, expenses (including
                  reasonable attorneys' fees and expenses and the expenses of
                  the Property Trustee's agents, nominees or custodians) and
                  liabilities that might be incurred by it in complying with
                  such request or direction, including such reasonable advances
                  as may be requested by the Property Trustee; provided that,
                  nothing contained in this Section 3.10(a) shall be taken to
                  relieve the Property Trustee, upon the occurrence of a Trust
                  Enforcement Event, of its obligation to exercise the rights
                  and powers vested in it by this Trust Agreement;

                           (vii) the Property Trustee shall not be bound to make
                  any investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, direction, consent, order, bond,
                  debenture, note, other evidence of indebtedness or other paper
                  or document, but the Property Trustee, in its discretion, may
                  make such further inquiry or investigation into such facts or
                  matters as it may see fit;


                                       19
<PAGE>


                           (viii) the Property Trustee may execute any of the
                  trusts or powers hereunder or perform any duties hereunder
                  either directly or by or through agents, custodians, nominees
                  or attorneys and the Property Trustee shall not be responsible
                  for any misconduct or negligence on the part of any agent or
                  attorney appointed with due care by it hereunder, provided
                  that such agent, custodian, nominee or attorney is a United
                  States Person as defined in Section 7701(a)(30) of the Code;

                           (ix) any authorized or required action taken by the
                  Property Trustee or its agents hereunder shall bind the Trust
                  and the Holders of the Securities, and the signature of the
                  Property Trustee or its agents alone shall be sufficient and
                  effective to perform any such action and no third party shall
                  be required to inquire as to the authority of the Property
                  Trustee to so act or as to its compliance with any of the
                  terms and provisions of this Trust Agreement, both of which
                  shall be conclusively evidenced by the Property Trustee's or
                  its agent's taking such action;

                           (x) whenever in the administration of this Trust
                  Agreement the Property Trustee shall deem it desirable to
                  receive instructions with respect to enforcing any remedy or
                  right or taking any other action hereunder, the Property
                  Trustee (i) may request instructions from the Holders of the
                  Securities which instructions may only be given by the Holders
                  of the same proportion in liquidation amount of the Securities
                  as would be entitled to direct the Property Trustee under the
                  terms of the Securities in respect of such remedy, right or
                  action, (ii) may refrain from enforcing such remedy or right
                  or taking such other action until such instructions are
                  received, and (iii) shall be protected in conclusively relying
                  on or acting in or accordance with such instructions;

                           (xi) except as otherwise expressly provided by this
                  Trust Agreement, the Property Trustee shall not be under any
                  obligation to take any action that is discretionary under the
                  provisions of this Trust Agreement;

                           (xii) the Property Trustee shall not be liable for
                  any action taken, suffered or omitted to be taken by it
                  without negligence or willful misconduct, in good faith and
                  reasonably believed by it to be authorized or within the
                  discretion, rights or powers conferred upon it by this Trust
                  Agreement;

                           (xiii) without prejudice to any other rights
                  available to the Property Trustee under applicable law, when
                  the Property Trustee incurs expenses or renders services in
                  connection with a bankruptcy, such expenses (including the
                  fees and expenses of its counsel) and the compensation for
                  such services are intended to constitute expenses of
                  administration under any bankruptcy law or law relating to
                  creditors rights generally; and

                           (xiv) the Property Trustee shall not be charged with
                  knowledge of a Trust Enforcement Event unless a Responsible
                  Officer of the Property Trustee obtains actual knowledge of
                  such event or the Property Trustee receives written notice of
                  such event from Holders holding more than a Majority in
                  Liquidation Amount of the Capital Securities;


                                       20
<PAGE>


             (b) No provision of this Trust Agreement shall be deemed to impose
any duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

         SECTION 3.11.   Delaware Trustee.

         Notwithstanding any other provision of this Trust Agreement other than
Section 6.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Administrative Trustees or the Property Trustee described in this Trust
Agreement. Except as set forth in Section 6.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807(a) of the Business Trust Act. In the event the Delaware Trustee
shall at any time be required to take any action or perform any duty hereunder
with respect to the Trust, the Delaware Trustee shall be entitled to all of the
same rights as the Property Trustee listed in Section 3.9(b) and Section 3.10.

         SECTION 3.12.   Execution of Documents.

         Except as otherwise required by the Business Trust Act or applicable
law, any Administrative Trustee is authorized to execute on behalf of the Trust
any documents that the Administrative Trustees have the power and authority to
execute pursuant to Section 3.6.

         SECTION 3.13.   Not Responsible for Recitals or Issuance of Securities.

         The recitals contained in this Trust Agreement and the Securities shall
be taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this Trust
Agreement, the Securities, the Debentures or the Indenture.

         SECTION 3.14.   Duration of Trust.

         The Trust shall exist until dissolved and terminated pursuant to the
provisions of Article 8 hereof.

         SECTION 3.15.   Mergers.

             (a) The Trust may not consolidate, amalgamate, merge with or into,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.15(b) and (c) or Section 8.2.

             (b) The Trust may, at the request of the Sponsor and with the
consent of the Administrative Trustees or, if there are more than two, a
majority of the Administrative Trustees and without the consent of the Holders
of the Securities, the Delaware Trustee or the Property Trustee, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties substantially as an entirety to a trust organized as such under
the laws of any State; provided, that:

                  (i) if the Trust is not the successor, such successor entity
         (the "Successor Entity") either:


                                       21
<PAGE>


                        a.    expressly assumes all of the obligations of the
                              Trust with respect to the Securities; or

                        b.    substitutes for the Capital Securities other
                              securities having substantially the same terms as
                              the Capital Securities (the "Successor
                              Securities") so long as the Successor Securities
                              rank the same as the Capital Securities rank in
                              priority with respect to Distributions and
                              payments upon liquidation, redemption and
                              otherwise;

            (ii) the Debenture Issuer expressly appoints a trustee of such
      Successor Entity that possesses the same powers and duties as the Property
      Trustee as the holder of the Debentures;

            (iii) the Capital Securities or any successor Securities are listed,
      or any Successor Securities will be listed upon notification of issuance,
      on any national securities exchange or with any other or organization on
      which the Capital Securities are then listed or quoted;

            (iv) such merger, consolidation, amalgamation, replacement,
      conveyance, transfer or lease does not cause the Capital Securities
      (including any Successor Securities) to be downgraded by any nationally
      recognized statistical rating organization;

            (v) such merger, consolidation, amalgamation, replacement,
      conveyance, transfer or lease does not adversely affect the rights,
      preferences and privileges of the Holders of the Capital Securities
      (including any Successor Securities) in any material respect;

            (vi) such Successor Entity has a purpose substantially identical to
      that of the Trust;

            (vii) prior to such merger, consolidation, amalgamation,
      replacement, conveyance, transfer or lease the Sponsor has received an
      opinion of independent counsel to the Trust experienced in such matters to
      the effect that:

                  a.    such merger, consolidation, amalgamation, replacement,
                        conveyance, transfer or lease does not adversely affect
                        the rights, preferences and privileges of the Holders of
                        the Capital Securities (including any Successor
                        Securities) in any material respect;

                  b.    following such merger, consolidation, amalgamation,
                        replacement, conveyance, transfer or lease neither the
                        Trust nor the Successor Entity will be required to
                        register as an Investment Company; and

                  c.    following such merger, consolidation, amalgamation or
                        replacement, the Trust (or the Successor Entity) will



                                       22
<PAGE>


                        continue to be classified as a grantor trust for United
                        States federal income tax purposes;

            (viii) the Sponsor or any permitted successor or assignee owns all
      of the common securities and guarantees the obligations of such Successor
      Entity under the Successor Securities at least to the extent provided by
      the Securities Guarantee and such Successor Entity expressly assumes all
      of the obligations of the Trust with respect to the Trustees.

             (c) Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of Holders of 100% in aggregate liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to, any other entity or permit any other entity to consolidate, amalgamate,
merge with or into, or replace it, if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Trust or Successor
Entity to be classified as other than a grantor trust for United States federal
income tax purposes and each Holder of the Securities not to be treated as
owning an undivided interest in the Debentures.

         SECTION 3.16. Property Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

             (a) to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Securities (or, if the
Securities are original issue discount Securities, such portion of the
liquidation amount as may be specified in the terms of such Securities) and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Property Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
and counsel) and of the Holders allowed in such judicial proceeding, and

             (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

         Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting the
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.



                                       23
<PAGE>


                                   ARTICLE 4

                                     SPONSOR


         SECTION 4.1.   Responsibilities of the Sponsor.

         In connection with the issue of the Capital Securities, the Sponsor
shall have the exclusive right and responsibility to engage in the following
activities:

             (a) to prepare for filing by the Trust with the Commission under
the Securities Act or the Exchange Act, and execute on behalf of the Trust, one
or more registration statements on the applicable forms, including any
amendments thereto, pertaining to the Capital Securities, the Guarantee and the
Debentures;

             (b) to determine the States in which to take appropriate action to
qualify or register for sale all or part of the Capital Securities and to do any
and all such acts, other than actions which must be taken by the Trust, and
advise the Trust of actions it must take, and prepare for execution and filing
any documents to be executed and filed by the Trust, as the Sponsor deems
necessary or advisable in order to comply with the applicable laws of any such
States; and

             (c) to negotiate the terms of, and execute, an underwriting
agreement and other related agreements providing for the sale of the Capital
Securities.

         SECTION 4.2. Indemnification and Fees and Expenses of the Trustees.

         The Sponsor, in its capacity as Debenture Issuer, agrees to indemnify
the Property Trustee and the Delaware Trustee for, and to hold each of them
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Property Trustee or the Delaware Trustee, as the
case may be, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending either of them against any claim or liability in
connection with the exercise or performance of any of their respective powers or
duties hereunder; the provisions of this Section 4.2 shall survive the
resignation or removal of the Delaware Trustee or the Property Trustee or the
termination of this Trust Agreement.

         SECTION 4.3. Compensation of the Trustees.

         The Sponsor agrees to pay the Property Trustee and the Delaware Trustee
from time to time such compensation for all services rendered by the Property
Trustee and the Delaware Trustee hereunder as may be mutually agreed upon in
writing by the Sponsor and the Property Trustee or the Delaware Trustee, as the
case may be, and, except as otherwise expressly provided herein, to reimburse
the Property Trustee and the Delaware Trustee upon its or their request for all
reasonable expenses, disbursements and advances incurred or made by the Property
Trustee or the Delaware Trustee, as the case may be, in accordance with the
provisions of this Trust Agreement, except any such expense, disbursement or
advance as may be attributable to its or their negligence or bad faith.


                                       24
<PAGE>
                                   ARTICLE 5

                         TRUST COMMON SECURITIES HOLDER

                  SECTION 5.1. Sponsor's Purchase of Common Securities.

                  At the Closing Date, pursuant to the Common Securities
Subscription Agreement, the Sponsor will purchase all of the Common Securities
issued by the Trust, in an amount equal to at least 3% of the total capital of
the Trust, at the same time as the Capital Securities are issued and sold.

                  SECTION 5.2. Covenants of the Common Securities Holder.

                  For so long as the Capital Securities remain outstanding, the
Common Securities Holder will covenant (i) to maintain directly 100% ownership
of the Common Securities, (ii) to cause the Trust to remain a statutory business
trust and not to voluntarily dissolve, wind up, liquidate or be terminated,
except as permitted by this Trust Agreement, (iii) to use its commercially
reasonable efforts to ensure that the Trust will not be an investment company
for purposes of the Investment Company Act, and (iv) to take no action which
would be reasonably likely to cause the Trust to be classified as other than a
grantor trust for United States federal income tax purposes.

                                   ARTICLE 6

                                    TRUSTEES

                  SECTION 6.1. Number of Trustees.

                  The number of Trustees initially shall be five, and:

                  (a) at any time before the issuance of any Securities, the
         Sponsor may, by written instrument, increase or decrease the number of
         Trustees;

                  (b) after the issuance of any Securities, the number of
         Trustees may be increased or decreased by vote of the Holders of a
         Majority in Liquidation Amount of the Common Securities voting as a
         class at a meeting of the Holders of the Common Securities or by
         written consent in lieu of such meeting; provided that the number of
         Trustees shall be at least three; and provided further that (1) the
         Delaware Trustee, in the case of a natural person, shall be a person
         who is a resident of the State of Delaware or that, if not a natural
         person, is an entity which has its principal place of business in the
         State of Delaware and otherwise meets the requirements of applicable
         law; (2) at least one Administrative Trustee is an employee or officer
         of, or is affiliated with, the Sponsor; and (3) one Trustee shall be
         the Property Trustee for so long as this Trust Agreement is required to
         qualify as an indenture under the Trust Indenture Act, and such Trustee
         may also serve as Delaware Trustee if it meets the applicable
         requirements;

                  (c) at all times, the Property Trustee must be (i) a bank as
         defined in Section 581 of the Code or (ii) a U.S. government-owned
         agency or U.S. government sponsored enterprise; and

                  (d) at all times, each Trustee must be a United States Person
         as defined in Section 7701(a)(30) of the Code.

                  SECTION 6.2. Delaware Trustee; Eligibility.


                                       25
<PAGE>


                  If required by the Business Trust Act, one Trustee (which may
be the Property Trustee) (the "Delaware Trustee") shall be:

                  (a) a natural person who is a resident of the State of
Delaware; or

                  (b) 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 law;

provided that, if the Property Trustee has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
then the Property Trustee shall also be the Delaware Trustee and Section 3.11
shall have no application.

          SECTION 6.3. Property Trustee; Eligibility.

                  (a) There shall at all times be one Trustee (which may be the
Delaware Trustee) which shall act as Property Trustee which shall:

                           (i) not be an Affiliate of the Sponsor; and

                           (ii) be a corporation organized and doing business
                  under the laws of the United States of America or any State or
                  Territory thereof or of the District of Columbia, or a
                  corporation or other Person permitted by the Commission to act
                  as an institutional trustee under the Trust Indenture Act,
                  authorized under such laws to exercise corporate trust owners,
                  having a combined capital and surplus of at least 50 million
                  U.S. dollars ($50,000,000), and subject to supervision or
                  examination by federal, State, Territorial or District of
                  Columbia authority. If such corporation publishes reports of
                  condition at least annually, pursuant to law or to the
                  requirements of the supervising or examining authority
                  referred to above, then for the purposes of this Section
                  6.3(a)(ii), the combined capital and surplus of such
                  corporation shall be deemed to be its combined capital and
                  surplus as set forth in its most recent report of condition so
                  published.

                  (b) If at any time the Property Trustee shall cease to be
eligible to so act under Section 6.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 6.6(c).

                  (c) If the Property Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the Common Securities (as
if it were the obligor referred to in Section 310(b) of the Trust Indenture Act)
shall in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

                  (d) The Guarantee shall be deemed to be specifically described
in this Trust Agreement for purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

          SECTION 6.4. Qualifications of Administrative Trustees and Delaware
Trustee Generally.

          Each Administrative Trustee and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be either a natural person
who is at least 21 years of age or a legal entity that shall act through one or
more Authorized Officers.


                                       26
<PAGE>


          SECTION 6.5. Initial Administrative Trustees.

          The initial Administrative Trustees shall be:

          William J. Ryan , Peter J. Verrill and Carol L. Mitchell, the business
address of all of whom is c/o Banknorth Group, Inc., P.O. Box 9540, Two Portland
Square, Portland, Maine 04112.

          SECTION 6.6. Appointment, Removal and Resignation of Trustees.

               (a) Subject to Section 6.6(b), Trustees may be appointed or
removed without cause at any time:

                    (i) until the issuance of any Securities, by written
               instrument executed by the Sponsor;

                    (ii) after the issuance of any Securities (but prior to the
               occurrence of an Indenture Event of Default), by vote of the
               Holders of a Majority in Liquidation Amount of the Common
               Securities voting as a class at a meeting of the Holders of the
               Common Securities; and

                    (iii) after the issuance of the Capital Securities and the
               occurrence of an Indenture Event of Default, and only with
               respect to each of the Property Trustee and Delaware Trustee, by
               vote of the Holders of a Majority in Liquidation Amount of the
               Capital Securities.

               (b) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 6.6(a) until a successor Trustee possessing
the qualifications to act as Property Trustee under Section 6.3(a) (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Administrative Trustees and the Sponsor. The Trustee that acts as Delaware
Trustee shall not be removed in accordance with Section 6.6(a) until a successor
Trustee possessing the qualifications to act as Delaware Trustee under Sections
6.2 and 6.4 (a "Successor Delaware Trustee") has been appointed and has accepted
such appointment by written instrument executed by such Successor Delaware
Trustee and delivered to the Administrative Trustees and the Sponsor.

               (c) A Trustee appointed to office shall hold office until his or
its successor shall have been appointed, until his death or its dissolution or
until his or its removal or resignation. Any Trustee may resign from office
(without need for prior or subsequent accounting) by an instrument in writing
signed by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:

                    (i) no such resignation of the Trustee that acts as the
               Property Trustee shall be effective:

                           a.       until a Successor Property Trustee has been
                                    appointed and has accepted such appointment
                                    by instrument executed by such Successor
                                    Property Trustee and delivered to the Trust,
                                    the Sponsor and the resigning Property
                                    Trustee; or


                                       27
<PAGE>


                           b.       until the assets of the Trust have been
                                    completely liquidated and the proceeds
                                    thereof distributed to the holders of the
                                    Securities; and

                    (ii) no such resignation of the Trustee that acts as the
               Delaware Trustee shall be effective until a Successor Delaware
               Trustee has been appointed and has accepted such appointment by
               instrument executed by such Successor Delaware Trustee and
               delivered to the Trust, the Sponsor and the resigning Delaware
               Trustee.

               (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor Property
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 6.6.

               (e) If no Successor Property Trustee or Successor Delaware
Trustee, as the case may be, shall have been appointed and accepted appointment
as provided in this Section 6.6 within 60 days after delivery to the Sponsor and
the Trust of an instrument of resignation or removal, the resigning or removed
Property Trustee or Delaware Trustee, as applicable, may petition any court of
competent jurisdiction in the U.S. for appointment of a Successor Property
Trustee or Successor Delaware Trustee, as applicable. Such court may thereupon,
after prescribing such notice, if any, as it may deem proper, appoint a
Successor Property Trustee or Successor Delaware Trustee, as the case may be.

               (f) No Property Trustee or Delaware Trustee shall be liable for
the acts or omissions to act of any Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

               SECTION 6.7. Vacancies among Trustees.

               If a Trustee ceases to hold office for any reason and the number
of Trustees is not reduced pursuant to Section 6.1, or if the number of Trustees
is increased pursuant to Section 6.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 6.6.

               SECTION 6.8. Effect of Vacancies.

               The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to annul, dissolve or terminate the Trust. Whenever a
vacancy in the number of Administrative Trustees shall occur, until such vacancy
is filled by the appointment of an Administrative Trustee in accordance with
Section 6.6, the Administrative Trustees in office, regardless of their number,
shall have all the powers granted to the Administrative Trustees and shall
discharge all the duties imposed upon the Administrative Trustees by this Trust
Agreement.

               SECTION 6.9. Meetings.

               If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or


                                       28
<PAGE>


otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 48 hours before such meeting. Notice of any
telephonic meetings of the Administrative Trustees shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an Administrative
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where an Administrative Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this Trust
Agreement, any action of the Administrative Trustees may be taken at a meeting
by vote of a majority of the Administrative Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided that
a Quorum is present, or without a meeting and without prior written notice by
the unanimous written consent of the Administrative Trustees. In the event there
is only one Administrative Trustee, any and all action of such Administrative
Trustee shall be evidenced by a written consent of such Administrative Trustee.

               SECTION 6.10. Delegation of Power.

               (a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any natural person over the age of
21 his, her or its power for the purpose of executing any documents contemplated
in Section 3.6 or making any governmental filing; provided that such person is a
United States Person as defined in Section 7701(a)(30) of the Code.

               (b) The Administrative Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein; provided, that such person is a United States Person as defined in
Section 7701(a)(30) of the Code.

               SECTION 6.11. Merger, Conversion, Consolidation or Succession to
Business.

               Any corporation into which the Property Trustee, the Delaware
Trustee or any Administrative Trustee that is not a natural person may be merged
or converted or with such Trustee may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of such Trustee shall be the successor of such Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

                                   ARTICLE 7

                               TERMS OF SECURITIES

               SECTION 7.1. General Provisions Regarding Securities.

               (a) The Administrative Trustees shall on behalf of the Trust
issue one class of capital securities representing undivided beneficial
interests in the assets of the Trust and one class of common securities
representing undivided beneficial interests in the assets of the Trust.

                    (i) Capital Securities. The Capital Securities of the Trust
               have an aggregate liquidation amount with respect to the assets
               of the Trust of up to


                                       29
<PAGE>


               _______________ dollars ($____________) with respect to the
               closing of the sale of Capital Securities on one or more
               occasions. The Capital Securities are hereby designated for
               identification purposes only as "_________% Trust Preferred
               Securities" (the "Capital Securities"). The Capital Security
               Certificates evidencing the Capital Securities shall be
               substantially in the form of Exhibit A to this Trust Agreement,
               with such changes and additions thereto or deletions therefrom as
               may be required by ordinary usage, custom or practice or to
               conform to the rules of any stock exchange on which the Capital
               Securities are listed or quoted.

                    (ii) Common Securities. The Common Securities of the Trust
               have an aggregate liquidation amount with respect to the assets
               of the Trust of up to ______________ dollars ($___________) with
               respect to the closing of the sale of Common Securities on one or
               more occasions. The Common Securities are hereby designated for
               identification purposes only as "_____% Common Securities" (the
               "Common Securities" and, together with the Capital Securities,
               the "Securities"). The Common Security Certificates evidencing
               the Common Securities shall be substantially in the form of
               Exhibit B to this Trust Agreement, with such changes and
               additions thereto or deletions therefrom as may be required by
               ordinary usage, custom or practice.

               (b) Payment of Distributions on, and payment of the Redemption
Price upon a redemption of, the Capital Securities and the Common Securities, as
applicable, shall be made Pro Rata based on the liquidation amount of such
Capital Securities and Common Securities; provided, however, that if on any date
on which amounts payable on distribution or redemption, an Indenture Event of
Default shall have occurred and be continuing, no payment of any Distribution
on, or Redemption Price of, any of the Common Securities, and no other payment
on account of the redemption, liquidation or other acquisition of such Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions on all of the outstanding Capital Securities for all
Distribution periods terminating on or prior thereto, or, in the case of amounts
payable on redemption, the full amount of the Redemption Price for all of the
outstanding Capital Securities then called for redemption, shall have been made
or provided for, and all funds available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions on, or the
Redemption Price of, the Capital Securities then due and payable. The Trust
shall issue no securities or other interests in the assets of the Trust other
than the Capital Securities and the Common Securities.

               (c) The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Administrative Trustee. In case an
Administrative Trustee of the Trust who shall have signed any of the
Certificates shall cease to be such Administrative Trustee before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such Certificates
had not ceased to be such Administrative Trustee; and any Certificate may be
signed on behalf of the Trust by such persons who, at the actual date of
execution of such Certificate, shall be the Administrative Trustees of the
Trust, although at the date of the execution and delivery of the Trust Agreement
any such person was not such an Administrative Trustee. Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by their
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the
Administrative Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation of any stock exchange on which
Securities may be listed, or to conform to usage.


                                       30
<PAGE>


               A Certificate representing Capital Securities shall not be valid
until authenticated by the manual signature of an authorized officer of the
Property Trustee. Such signature shall be conclusive evidence that such
Certificate has been authenticated under this Trust Agreement.

               Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Certificates representing
Capital Securities for original issue. The aggregate amount of Capital
Securities outstanding at any time shall not exceed the liquidation amount set
forth in Section 7.1(a)(i).

               The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Certificates. An authenticating agent
may authenticate Certificates whenever the Property Trustee may do so. Each
reference in this Trust Agreement to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee to deal with the Sponsor or an Affiliate of the
Sponsor.

               (d) The consideration received by the Trust for the issuance of
the Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust.

               (e) Upon issuance of the Securities as provided in this Trust
Agreement, the Securities so issued shall be deemed to be validly issued, fully
paid and non-assessable undivided beneficial interests in the assets of the
Trust.

               (f) Every Person, by virtue of having become a Holder or a
Capital Security Beneficial Owner in accordance with the terms of this Trust
Agreement, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Trust Agreement and the terms of the Securities.

               (g) The holders of the Securities shall have no preemptive or
similar rights.

               SECTION 7.2. Distributions.

               (a) As owners of undivided beneficial ownership interests in the
Debentures, holders of Securities shall be entitled to receive cumulative cash
Distributions at the rate per annum of ___% of the stated liquidation amount of
$__________ per Security. Pursuant to the Indenture, the amount of interest on
the Debentures payable for any period shorter than a full quarterly interest
period, and, as a result, Distributions on the Securities payable for any period
shorter than a full quarterly distribution period shall be computed on the basis
of a 30-day month and for periods of less than a month, the actual number of
days elapsed per 30-day month. Subject to Section 7.1(b), Distributions shall be
made on the Capital Securities and the Common Securities on a Pro Rata basis.
Pursuant to the Indenture, interest on the Debentures shall, from the date of
original issue, accrue and be cumulative, and, as a result Distributions on the
Securities shall, from the date of original issue, accumulate and be cumulative.
Distributions shall be payable quarterly in arrears on each __________ __,
__________ __, ____________, and __________ __ of each year, commencing
__________ __, 20__, when, as and if available for payment, by the Property
Trustee, except as otherwise described below. Distributions are payable only to
the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent that the Trust has funds available for the
payment of such Distributions in the Property Account.

               (b) Pursuant to the Indenture, interest not paid on the scheduled
payment date will accrue and compound quarterly at the rate of _____% per annum,
and, as a result, interests on the Debentures not paid on the scheduled payment
date will accrue and compound quarterly at the rate of


                                       31
<PAGE>


___________ per annum (and, as a result) the Distributions on the Securities
will accumulate and compound at the rate of ____________ per annum ("Compounded
Distributions"). "Distributions" shall mean ordinary cumulative distributions
together with any Compounded Distributions.

               (c) If and to the extent that the Debenture Issuer makes a
payment of interest, premium and/or principal on the Debentures held by the
Property Trustee (the amount of any such payment being a "Payment Amount"), the
Property Trustee shall and is directed, to the extent funds are available for
that purpose, make a Pro Rata distribution of the Payment Amount to Holders,
subject to Section 7.1(b).

               (d) Distributions on the Securities shall be payable to the
Holders thereof as they appear on the register of the Trust as of the close of
business on the relevant record dates. While the Capital Securities are
represented by one or more Global Securities, the relevant record dates shall be
the close of business the Business Day preceding such Distribution payment date;
otherwise the relevant record date shall be the fifteenth day (whether or not a
Business Day) preceding such Distribution payment date. At all times, the
Distribution payment dates shall correspond to the interest payment dates on the
Debentures. Distributions payable on any Securities that are not punctually paid
on any Distribution payment date, as a result of the Debenture Issuer having
failed to make a payment under the Debentures, shall cease to be payable to the
Person in whose name such Securities are registered on the relevant record date,
and such defaulted Distribution will instead be payable to the Person in whose
name such Securities are registered on the special record date or other
specified date determined in accordance with this Trust Agreement. If any date
on which Distributions are payable on the Securities is not a Business Day, then
payment of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), with the same force and effect as if made on such
payment date.

               (e) In the event that there is any money or other property held
by or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata among the Holders of the Securities except as provided in
Section 7.1(b).

               SECTION 7.3. Redemption of Securities.

               (a) Upon the repayment or redemption, in whole or in part, of the
Debentures held by the Trust, whether at the stated maturity of the Debentures
or upon earlier redemption as provided in the Indenture, the proceeds from such
repayment or redemption shall be simultaneously applied Pro Rata (subject to
Section 7.1(b)) to redeem Securities having an aggregate liquidation amount
equal to the aggregate principal amount of the Debentures so repaid or redeemed
at the Redemption Price. Holders shall be given not less than 30 nor more than
60 days notice of such redemption in accordance with Section 7.4.

               (b) On the date fixed for any distribution of Debentures, upon
dissolution of the Trust, (i) the Securities will no longer be deemed to be
outstanding and (ii) certificates representing Securities will be deemed to
represent the Debentures having an aggregate principal amount equal to the
stated liquidation amount of, and bearing accrued and unpaid interest equal to
accumulated and unpaid distributions on, such Securities until such certificates
are presented to the Sponsor or its agent for transfer or reissuance.

               SECTION 7.4. Redemption Procedures.

               (a) Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a "Redemption/Distribution Notice"),
which notice shall be irrevocable, will


                                       32
<PAGE>


be given by the Trust by mail to each Holder of Securities to be redeemed or
exchanged not fewer than 30 nor more than 60 days before the date fixed for
redemption or exchange thereof which, in the case of a redemption, will be the
date fixed for redemption of the Debentures. For purposes of the calculation of
the date of redemption or exchange and the dates on which notices are given
pursuant to this Section 7.4(a), a Redemption/Distribution Notice shall be
deemed to be given on the day such notice is first mailed by first-class mail,
postage prepaid, to Holders of Securities. Each Redemption/Distribution Notice
shall be addressed to the Holders of Securities at the address of each such
Holder appearing in the register of the Trust. No defect in the
Redemption/Distribution Notice or in the mailing of either thereof with respect
to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.

               (b) If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Capital Securities will be redeemed Pro
Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will
be redeemed as described in Section 7.4 (c) below. The particular Capital
Securities to be redeemed will be selected on a Pro Rata basis by the Property
Trustee from the outstanding Capital Securities not previously called for
redemption, by such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate. The Trust may not redeem the
Securities in part unless all accumulated and unpaid Distributions to the date
of redemption have been paid in full on all Securities then outstanding. For all
purposes of this Trust Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Capital Securities shall relate, in the
case of any Capital Security redeemed or to be redeemed only in part, to the
portion of the aggregate liquidation amount of Capital Securities which has been
or is to be redeemed.

               (c) Subject to the Trust's fulfillment of the notice requirements
set forth in Section 7.4 (a) above, if Securities are to be redeemed, then (i)
with respect to Capital Securities represented by one or more Global Securities,
by 12:00 noon, New York City time, on the redemption date, provided that the
Debenture Issuer has paid the Property Trustee a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures, the
Property Trustee will deposit irrevocably with the Depositary or its nominee (or
successor Clearing Agency or its nominee) funds sufficient to pay the applicable
Redemption Price with respect to the Capital Securities and will give the
Depositary irrevocable instructions and authority to pay the Redemption Price to
the Holders of the Capital Securities and (ii) with respect to Securities not
represented by one or more Global Securities, provided that the Debenture Issuer
has paid the Property Trustee a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures, the Property Trustee will give
the Paying Agent irrevocable instructions and authority to pay the relevant
Redemption Price to the Holders of such Securities upon surrender of their
certificates evidencing the Capital Securities. Payment of the Redemption Price
on the Capital Securities will be made to the recordholders thereof as they
appear on the register of the Trust on the relevant record date, which shall be
one Business Day prior to the relevant redemption date; provided, however, that
with respect to the Capital Securities not represented by one or more Global
Securities, the relevant record date shall be the date fifteen days prior to the
relevant redemption date. If any date fixed for redemption of Securities is not
a Business Day, then payment of the Redemption Price payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) with the same force and
effect as if made on such date fixed for redemption. If, however, the Business
Day falls in the next calendar year, then payment of the Redemption Price will
be made on the immediately preceding Business Day with the same force and effect
as if made on such date fixed for redemption. If payment of the Redemption Price
in respect of any Securities is not paid because the payment of the Redemption
Price on the Debentures is not made, interest will continue to accrue on the
Debentures, and, as a result, Distributions on such Securities will continue to
accumulate at the then applicable rate from the original redemption date to the
actual date of payment, in which case the actual payment date will be considered
the date fixed for redemption for purposes of calculating the Redemption Price.
For these purposes, the applicable


                                       33
<PAGE>


Redemption Price shall not include Distributions which are being paid to Holders
who were Holders on a relevant record date. If a Redemption/Distribution Notice
shall have been given and funds deposited or paid as required, then immediately
prior to the close of business on the date of such deposit or payment,
Distributions will cease to accumulate on the Securities called for redemption
and all rights of Holders of such Securities so called for redemption will
cease, except the right of the Holders to receive the Redemption Price, but
without interest on such Redemption Price, and from and after the date fixed for
redemption, such Securities will cease to be outstanding.

               Neither the Administrative Trustees nor the Trust shall be
required to register or cause to be registered the transfer of any Securities
that have been called for redemption, except in the case of any Securities being
redeemed in part, any portion thereof not to be redeemed.

               (d) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws), the Debenture Issuer
or its subsidiaries may at any time and from time to time purchase outstanding
Capital Securities by tender, in the open market or by private agreement.

               SECTION 7.5. Voting Rights of Capital Securities.

               (a) Except as provided under Section 6.6, Section 11.1 and this
Article 7 and as otherwise required by the Business Trust Act, the Trust
Indenture Act and other applicable law, the Holders of the Capital Securities
shall have no voting rights.

               (b) Subject to the requirement of the Property Trustee obtaining
a tax opinion in certain circumstances set forth in Section 7.5(d) below, the
Holders of a Majority in Liquidation Amount of the Capital Securities voting
separately as a class have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
to direct the exercise of any trust or power conferred upon the Property Trustee
under the Trust Agreement, including the right to direct the Property Trustee,
as Holder of the Debentures, to (i) exercise the remedies available to it under
the Indenture as a Holder of the Debentures; (ii) consent to any amendment or
modification of the Indenture or the Debentures where such consent shall be
required or (iii) waive any past default and its consequences that is waivable
under Section 5.13 of the Indenture; provided, however, that if an Indenture
Event of Default has occurred and is continuing, then the Holders of 25% of the
aggregate liquidation amount of the Capital Securities may direct the Property
Trustee to declare the principal of and interest on the Debentures due and
payable; provided, further, that where a consent or action under the Indenture
would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated liquidation amount of the Capital
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to give such consent to take such
action.

               (c) If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Capital Securities has made a written request, such
Holder of Capital Securities may, to the extent permitted by applicable law,
institute a legal proceeding directly against the Debenture Issuer to enforce
the Property Trustee's rights under the Indenture without first instituting any
legal proceeding against the Property Trustee or any other Person. In addition,
if a Trust Enforcement Event has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to make any interest,
principal or other required payments when due under the Indenture, then a Holder
of Capital Securities may directly institute a Direct Action against the
Debenture Issuer on or after the respective due date specified in the
Debentures.


                                       34
<PAGE>


               (d) The Property Trustee shall notify all Holders of the Capital
Securities of any notice of any Indenture Event of Default received from the
Debenture Issuer with respect to the Debentures. Such notice shall state that
such Indenture Event of Default also constitutes a Trust Enforcement Event.
Except with respect to directing the time, method, and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to
take any of the actions described in clause 7.5(b)(i) and (ii) above unless the
Property Trustee has obtained an opinion of independent tax counsel to the
effect that the Trust will not be classified as an association or publicly
traded partnership taxable as a corporation for United States federal income tax
purposes as a result of such action.

               (e) In the event the consent of the Property Trustee, as the
Holder of the Debentures, is required under the Indenture with respect to any
amendment or modification of the Indenture, the Property Trustee shall request
the direction of the Holders of the Capital Securities with respect to such
amendment or modification and shall vote with respect to such amendment or
modification as directed by not less than a majority in liquidation amount of
the Capital Securities voting together as a single class; provided, however,
that where a consent under the Indenture would require the consent of the
Holders of more than a majority of the aggregate principal amount of the
Debentures, the Property Trustee may only give such consent at the direction of
the Holders of at least the same proportion in aggregate stated liquidation
amount of the Securities. The Property Trustee shall not take any such action in
accordance with the directions of the Holders of the Securities unless the
Property Trustee has obtained an opinion of independent tax counsel to the
effect that the Trust will not be classified as an association or publicly
traded partnership taxable as a corporation for United States federal income tax
purposes as a result of such action.

               (f) A waiver of an Indenture Event of Default with respect to the
Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

               (g) Any required approval or direction of Holders of Capital
Securities may be given at a separate meeting of Holders of Capital Securities
convened for such purpose, at a meeting of all of the Holders of Securities or
pursuant to written consent. The Administrative Trustees will cause a notice of
any meeting at which Holders of Capital Securities are entitled to vote to be
mailed to each Holder of record of Capital Securities. Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.

               (h) No vote or consent of the Holders of Capital Securities shall
be required for the Trust to redeem and cancel Capital Securities or distribute
Debentures in accordance with this Trust Agreement and the terms of the
Securities.

               (i) Notwithstanding that Holders of Capital Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Securities that are owned at such time by the Debenture Issuer, any
Administrative Trustee or any entity directly or indirectly controlled by, or
under direct or indirect common control with, the Debenture Issuer or any
Administrative Trustee, shall not be entitled to vote or consent and shall, for
purposes of such vote or consent, be treated as if such Securities were not
outstanding; provided, however, that Persons otherwise eligible to vote to whom
the Debenture Issuer or any of its subsidiaries have pledged Capital Securities
may vote or consent with respect to such pledged Capital Securities under any of
the circumstances described herein.

               (j) Subject to Sections 6.6(a) and 7.5(k), Holders of the Capital
Securities shall have no rights to appoint or remove the Trustees, who may be
appointed, removed or replaced solely by the Common Securities Holder.


                                       35
<PAGE>


               (k) If an Indenture Event of Default has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed at such
time only by a Majority in Liquidation Amount of the Capital Securities.

               (l) The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Securities, except by a
subsequent vote of the Holders of the Securities.

               SECTION 7.6. Voting Rights of Common Securities.

               (a) Except as provided under Section 6.1(b), this Section 7.6 or
Section 11.1 or as otherwise required by the Business Trust Act, the Trust
Indenture Act or other applicable law or provided by the Trust Agreement, the
Holders of the Common Securities will have no voting rights.

               (b) Subject to Sections 6.6(a) and 7.5(k), the Holders of the
Common Securities shall be entitled, in accordance with Article VI of this Trust
Agreement, to vote to appoint, remove or replace any Trustee or to increase or
decrease the number of Trustees.

               (c) Subject to Section 2.6 and only after all Trust Enforcement
Events with respect to the Capital Securities have been cured, waived, or
otherwise eliminated and subject to the requirement of the Property Trustee
obtaining a tax opinion in certain circumstances set forth in this paragraph
(c), the Holders of a Majority in Liquidation Amount of the Common Securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Property Trustee, or direct the exercise of any
trust or power conferred upon the Property Trustee under this Trust Agreement,
including the right to direct the Property Trustee, as Holder of the Debentures,
to (i) exercise the remedies available to it under the Indenture as a Holder of
the Debentures, (ii) consent to any amendment or modification of the Indenture
or the Debentures where such consent shall be required or (iii) waive any past
default and its consequences that is waivable under Section 5.13 of the
Indenture; provided, however, that where a consent or action under the Indenture
would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated liquidation amount of the Common
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to have such consent or take such
action. Except with respect to directing the time, method, and place of
conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clause 7.6(c)(i) and (ii)
above unless the Property Trustee has obtained an opinion of independent tax
counsel to the effect that, as a result of such action, for United States
federal income tax purposes the Trust will not be classified as other than a
grantor trust.

               (d) If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Common Securities has made a written request, such
Holder of Common Securities may, to the extent permitted by applicable law,
directly institute a legal proceeding directly against the Debenture Issuer to
enforce the Property Trustee's rights under the Debentures without first
instituting any legal proceeding against the Property Trustee or any other
Person.

               (e) A waiver of an Indenture Event of Default with respect to the
Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

               (f) Any required approval or direction of Holders of Common
Securities may be given at a separate meeting of Holders of Common Securities
convened for such purpose, at a meeting of all of the Holders of Securities or
pursuant to written consent. The Administrative Trustees will cause a notice of
any meeting at which Holders of Common Securities are entitled to vote to be


                                       36
<PAGE>


mailed to each Holder of record of Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.

               (g) No vote or consent of the Holders of the Common Securities
will be required for the Trust to redeem and cancel Common Securities or to
distribute Debentures in accordance with the Trust Agreement and the terms of
the Securities.

               SECTION 7.7. Paying Agent.

               In the event that any Capital Securities are not in book-entry
only form, the Trust shall maintain in the Borough of Manhattan, City of New
York, State of New York, an office or agency where the Capital Securities may be
presented for payment ("Paying Agent"). The Trust may appoint the paying agent
and may appoint one or more additional paying agents in such other locations as
it shall determine. The term "Paying Agent" includes any additional paying
agent. The Trust may change any Paying Agent without prior notice to the
Holders. The Trust shall notify the Property Trustee of the name and address of
any Paying Agent not a party to this Trust Agreement. If the Trust fails to
appoint or maintain another entity as Paying Agent, the Property Trustee shall
act as such. The Trust or any of its Affiliates may act as Paying Agent. The
Property Trustee shall initially act as Paying Agent for the Securities. In the
event the Property Trustee shall no longer be the Paying Agent, the
Administrative Trustees shall appoint a successor (which shall be a bank or
trust company acceptable to the Debenture Issuer) to act as Paying Agent. The
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Property Trustee and the Debenture Issuer.

               SECTION 7.8. [Listing.

               The Sponsor shall use its best efforts to cause the Capital
Securities to be listed for quotation on the NASDAQ or listed on any national
securities exchange determined by the Sponsor.]

               SECTION 7.9. Transfer of Securities.

               (a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Trust Agreement and
in the terms of the Securities. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Trust Agreement shall be null and void.

               (b) (i) Subject to this Article 7, Capital Securities shall be
freely transferable.

                    (ii) The Holder of the Common Securities may not transfer
               the Common Securities except (A) in compliance with a
               consolidation, merger, sale, conveyance or lease of the Sponsor
               in compliance with Article VIII of the Indenture or (B) to the
               Sponsor or an Affiliate thereof in compliance with applicable
               law, including the Securities Act and applicable state securities
               and blue sky laws. To the fullest extent permitted by law, any
               attempted transfer of the Common Securities other than as set
               forth in the immediately preceding sentence shall be null and
               void.

               (c) The Trust shall cause to be kept at the Corporate Trust
Office of the Property Trustee a register (the register maintained in such
office being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Trust


                                       37
<PAGE>


shall provide for the registration of Capital Securities and of transfers of
Capital Securities. The Property Trustee is hereby appointed "Security
Registrar" for the purpose of registering Capital Securities and transfers of
Capital Securities as herein provided.

               (d) Upon surrender for registration of transfer of any Security
at an office or agency of the Trust designated for such purpose, the Trust shall
execute, and the Property Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denominations and of a like aggregate principal amount.

               (e) At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Trust shall execute, and in the case of Capital Securities the Property Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

               (f) Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Trust or the Property
Trustee) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Trust and the Security Registrar duly executed, by
the Holder thereof or his attorney duly authorized in writing.

               (g) No service charge shall be made for any registration of
transfer or exchange of Securities, but the Trust may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities.

               (h) If the Securities are to be redeemed in part, the Trust shall
not be required (A) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of any such Securities selected
for redemption under Section 7.4 and ending at the close of business on the day
of such mailing, or (B) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

               SECTION 7.10. Mutilated, Destroyed, Lost or Stolen Certificates.

If:

               (a) any mutilated Certificates should be surrendered to the
Administrative Trustees, or if the Administrative Trustees shall receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate; and

               (b) there shall be delivered to the Administrative Trustees such
security or indemnity as may be required by them to keep each of the Trustees,
the Sponsor and the Trust harmless,

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Administrative Trustee on behalf of the Trust shall
execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like denomination.
In connection with the issuance of any new Certificate under this Section 7.10,
the Administrative Trustees may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.


                                       38
<PAGE>


               SECTION 7.11. Deemed Security Holders.

               The Trustees may treat the Person in whose name any Certificate
shall be registered on the register of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

               SECTION 7.12. Global Securities.

               The Capital Securities may be issued in the form of one or more
Global Securities. If the Capital Securities are to be issued in the form of one
or more Global Securities, then an Administrative Trustee on behalf of the Trust
shall execute and the Property Trustee shall authenticate and deliver one or
more Global Securities that (i) shall represent and shall be denominated in an
amount equal to the aggregate liquidation amount of all of the Capital
Securities to be issued in the form of Global Securities and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Global Security
or the nominee of such Depositary, and (iii) shall be delivered by the Property
Trustee to such Depositary or pursuant to such Depositary's instructions. Global
Securities shall bear a legend substantially to the following effect:

               "This Capital Security is a Global Security within the meaning of
               the Trust Agreement hereinafter referred to and is registered in
               the name of The Depository Trust Company, a New York corporation
               (the "Depositary"), or a nominee of the Depositary. This Capital
               Security is exchangeable for Capital Securities registered in the
               name of a person other than the Depositary or its nominee only in
               the limited circumstances described in the Trust Agreement and no
               transfer of this Capital Security (other than a transfer of this
               Capital Security as a whole by the Depositary to a nominee of the
               Depositary or by a nominee of the Depositary to the Depositary or
               another nominee of the Depositary) may be registered except in
               limited circumstances.

               Unless this Capital Security Certificate is presented by an
               authorized representative of the Depositary to Banknorth Capital
               Trust ___ or its agent for registration of transfer, exchange or
               payment, and any Capital Security Certificate issued is
               registered in the name of Cede & Co. or such other name as
               requested by an authorized representative of the Depositary (and
               any payment hereon is made to Cede & Co. or to such other entity
               as is requested by an authorized representative of the
               Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
               OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
               registered owner hereof, Cede & Co., has an interest herein."

               Capital Securities not represented by a Global Security issued in
exchange for all or a part of a Global Security pursuant to this Section 7.12
shall be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Property Trustee. Upon execution and
authentication, the Property Trustee shall deliver such Capital Securities not
represented by a Global Security to the Persons in whose names such definitive
Capital Securities are so registered.


                                       39
<PAGE>


               At such time as all interests in Global Securities have been
redeemed, repurchased or cancelled, such Global Securities shall be, upon
receipt thereof, cancelled by the Property Trustee in accordance with standing
procedures of the Depositary. At any time prior to such cancellation, if any
interest in Global Securities is exchanged for Capital Securities not
represented by a Global Security, redeemed, cancelled or transferred to a
transferee who receives Capital Securities not represented by a Global Security
therefor or any Capital Security not represented by a Global Security is
exchanged or transferred for part of Global Securities, the principal amount of
such Global Securities shall, in accordance with the standing procedures of the
Depositary, be reduced or increased, as the case may be, and an endorsement
shall be made on such Global Securities by the Property Trustee to reflect such
reduction or increase.

               The Trust and the Property Trustee may for all purposes,
including the making of payments due on the Capital Securities, deal with the
Depositary as the authorized representative of the Holders for the purposes of
exercising the rights of Holders hereunder. The rights of the owner of any
beneficial interest in a Global Security shall be limited to those established
by law and agreements between such owners and depository participants provided,
that no such agreement shall give any rights to any Person against the Trust or
the Property Trustee without the written consent of the parties so affected.
Multiple requests and directions from and votes of the Depositary as holder of
Capital Securities in global form with respect to any particular matter shall
not be deemed inconsistent to the extent they do not represent an amount of
Capital Securities in excess of those held in the name of the Depositary or its
nominee.

               If at any time the Depositary for any Capital Securities
represented by one or more Global Securities notifies the Trust that it is
unwilling or unable to continue as Depositary for such Capital Securities or if
at any time the Depositary for such Capital Securities shall no longer be
eligible under this Section 7.12, the Trust shall appoint a successor Depositary
with respect to such Capital Securities. If a successor Depositary for such
Capital Securities is not appointed by the Trust within 90 days after the Trust
receives such notice or becomes aware of such ineligibility, the Trusts election
that such Capital Securities be represented by one or more Global Securities
shall no longer be effective and the Trust shall execute, and the Property
Trustee will authenticate and deliver, Capital Securities in definitive
registered form, in any authorized denominations, in an aggregate liquidation
amount equal to the principal amount of the Global Security or Capital
Securities representing such Capital Securities in exchange for such Global
Security or Capital Securities.

               The Trust may at any time and in its sole discretion determine
that the Capital Securities issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Capital Securities. In
such event the Trust shall execute, and the Property Trustee, shall authenticate
and deliver, Capital Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount
of the Global Security or Capital Securities representing such Capital
Securities, in exchange for such Global Security or Capital Securities.

               Notwithstanding any other provisions of this Trust Agreement
(other than the provisions set forth in Section 7.9), Global Securities may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

               Interests of beneficial owners in a Global Security may be
transferred or exchanged for Capital Securities not represented by a Global
Security and Capital Securities not represented by a Global Security may be
transferred or exchange for Global Securities in accordance with rules of the
Depositary and the provisions of Section 7.9.


                                       40
<PAGE>


                                   ARTICLE 8

                      DISSOLUTION AND TERMINATION OF TRUST

          SECTION 8.1. Dissolution and Termination of Trust.

               (a) The Trust shall dissolve upon the earliest of:

                    (i) the bankruptcy of the Holder of the Common Securities or
               the Sponsor;

                    (ii) the filing of a certificate of dissolution or its
               equivalent with respect to the Sponsor or the revocation of the
               Sponsor's charter and the expiration of 90 days after the
               revocation without a reinstatement thereof;

                    (iii) the entry of a decree of judicial dissolution of the
               Sponsor or the Trust;

                    (iv) the time when all of the Securities shall have been
               called for redemption and the amounts then due shall have been
               paid to the Holders in accordance with the terms of the
               Securities;

                    (v) at the Sponsor's election by notice and direction to the
               Property Trustee to distribute the Debentures to the Holders of
               the Securities in exchange for all of the Securities, subject to
               the receipt of any necessary approvals by the Federal Reserve
               that may then be required under the applicable capital guidelines
               or policies of the Federal Reserve; provided that the Sponsor
               will be required to obtain an opinion of an independent counsel
               that the distribution of the Debentures will not be taxable to
               the Holders of the Capital Securities for United States federal
               income tax purposes; or

                    (vi) the time when all of the Administrative Trustees and
               the Sponsor shall have consented to dissolution of the Trust
               provided such action is taken before the issuance of any
               Securities.

               (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a) and upon completion of the winding up and
liquidation of the Trust, the Trustees shall terminate the Trust by filing a
certificate of cancellation with the Secretary of State of the State of
Delaware.

               (c) The provisions of Section 4.2 and Article 9 shall survive the
termination of the Trust.

          SECTION 8.2. Liquidation Distribution Upon Dissolution of the Trust.

               (a) (a) In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Trust (each a "Liquidation"), the Holders of
the Securities on the date of the Liquidation will be entitled to receive, out
of the assets of the Trust available for distribution to Holders of Securities
after satisfaction of the Trust's liabilities to creditors, if any,
distributions in cash or other immediately available funds in an amount equal to
the aggregate of the stated liquidation amount of $__________ per Security plus
accumulated and unpaid Distributions thereon to the date of payment


                                       41
<PAGE>


(such amount being the "Liquidation Distribution"), unless, in connection with a
dissolution pursuant to Section 8.1(a)(v), Debentures in an aggregate stated
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the distribution rate of, and accumulated and unpaid
interest equal to accrued and unpaid Distributions on, such Securities shall be
distributed on a Pro Rata basis to the Holders of the Securities in exchange for
such Securities.

               (b) If, upon any such Liquidation, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis. The
Holders of the Common Securities will be entitled to receive distributions upon
any such Liquidation Pro Rata with the Holders of the Capital Securities except
that if an Indenture Event of Default has occurred and is continuing, the
Capital Securities shall have a preference over the Common Securities with
regard to such distributions as provided for in Section 7.1(b).

                                   ARTICLE 9

           LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE
                               TRUSTEES OR OTHERS

          SECTION 9.1. Liability.

               (a) Except as expressly set forth in this Trust Agreement, the
Guarantee and the terms of the Securities, the Sponsor:

                    (i) shall not be personally liable for the return of any
               portion of the capital contributions (or any return thereon) of
               the Holders of the Securities which shall be made solely from
               assets of the Trust; and

                    (ii) shall not be required to pay to the Trust or to any
               Holder of Securities any deficit upon dissolution of the Trust or
               otherwise.

               (b) Pursuant to Section 3803 (a) of the Business Trust Act, the
Holder of the Common Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware; provided,
however, the Holders of the Common Securities shall be liable for all of the
debts and obligations of the Trust (other than with respect to the Securities)
to the extent not satisfied out of the Trust's assets.

               (c) Pursuant to Section 3803 (a) of the Business Trust Act, the
Holders of the Capital Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

          SECTION 9.2. Exculpation.

               (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Trust Agreement or by
law, except that an Indemnified Person shall be liable for any such loss, damage
or claim incurred by reason of such Indemnified Person's negligence or willful
misconduct with respect to such acts or omissions.


                                       42
<PAGE>


               (b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.

          SECTION 9.3. Fiduciary Duty.

               (a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Trust Agreement shall not be liable to the Trust or to another Covered
Person for its good faith reliance on the provisions of this Trust Agreement.
The provisions of this Trust Agreement, to the extent that they restrict the
duties and liabilities of an Indemnified Person otherwise existing at law or in
equity (other than the duties imposed on the Property Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person.

               (b) Unless otherwise expressly provided herein:

                    (i) whenever a conflict of interest exists or arises between
               any Covered Person and any Indemnified Person; or

                    (ii) whenever this Trust Agreement or any other agreement
               contemplated herein or therein provides that an Indemnified
               Person shall act in a manner that is, or provides terms that are,
               fair and reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Trust Agreement or any other
agreement contemplated herein or of any duty or obligation of the Indemnified
Person at law or in equity or otherwise.

               (c) Whenever in this Trust Agreement an Indemnified Person is
permitted or required to make a decision:

                    (i) in its "discretion" or under a grant of similar
               authority, the Indemnified Person shall be entitled to consider
               such interests and factors as it desires, including its own
               interests, and shall have no duty or obligation to give any
               consideration to any interest of or factors affecting the Trust
               or any other Person; or

                    (ii) in its "good faith" or under another express standard,
               the Indemnified Person shall act under such express standard and
               shall not be subject to any other or different standard imposed
               by this Trust Agreement or by applicable law.


                                       43
<PAGE>


          SECTION 9.4. Indemnification.

               (a) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Debenture Issuer Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by reason
of the fact that he is or was a Debenture Issuer Indemnified Person against
expenses (including attorney fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Debenture Issuer Indemnified Person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.

               (b) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Debenture Issuer Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Trust to procure a judgment in its
favor by reason of the fact that he is or was a Debenture Issuer Indemnified
Person against expenses (including attorneys fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Debenture Issuer Indemnified Person shall have been adjudged to be
liable to the Trust unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.

               (c) Any indemnification under paragraphs (a) and (b) of this
Section 9.4 (unless ordered by a court) shall be made by the Debenture Issuer
only as authorized in the specific case upon a determination that
indemnification of the Debenture Issuer Indemnified Person is proper in the
circumstances because he has met the applicable standard of conduct set forth in
paragraphs (a) and (b). Such determination shall be made (1) by the
Administrative Trustees by a majority vote of a quorum consisting of such
Administrative Trustees who were not parties to such action, suit or proceeding,
(2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested Administrative Trustees so directs, by independent legal counsel
in a written opinion, or (3) by the Common Security Holder of the Trust.

               (d) Expenses (including attorneys' fees) incurred by a Debenture
Issuer Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (a) and (b)
of this Section 9.4 shall be paid by the Debenture Issuer in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Debenture Issuer Indemnified Person to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Debenture Issuer as authorized in this Section 9.4.
Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer
if a determination is reasonably and promptly made (1) by the Administrative
Trustees by a majority vote of a quorum of disinterested Administrative
Trustees, (2) if such a quorum is not obtainable, or, even if obtainable, if a
quorum of disinterested Administrative Trustees so directs, by independent legal
counsel in a written opinion or (3) the Common Security Holder of the Trust,
that, based upon the facts known to the


                                       44
<PAGE>


Administrative Trustees, counsel or the Common Security Holder at the time such
determination is made, such Debenture Issuer Indemnified Person acted in bad
faith or in a manner that such person did not believe to be in or not opposed to
the best interests of the Trust, or, with respect to any criminal proceeding,
that such Debenture Issuer Indemnified Person believed or had reasonable cause
to believe his conduct was unlawful. In no event shall any advance be made in
instances where the Administrative Trustees, independent legal counsel or Common
Security Holder reasonably determine that such person deliberately breached his
duty to the Trust or its Common or Capital Security Holders.

               (e) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other paragraphs of this Section 9.4 shall not be
deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Debenture Issuer or Capital
Security Holders of the Trust or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section 9.4 shall be deemed to be provided
by a contract between the Debenture Issuer and each Debenture Issuer Indemnified
Person who serves in such capacity at any time while this Section 9.4 is in
effect. Any repeal or modification of this Section 9.4 shall not affect any
rights or obligations then existing.

               (f) The Debenture Issuer or the Trust may purchase and maintain
insurance on behalf of any person who is or was a Debenture Issuer Indemnified
Person against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Debenture Issuer would have the power to indemnify him against such liability
under the provisions of this Section 9.4.

               (g) For purposes of this Section 9.4, references to "the Trust"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position under the provisions of this Section
9.4 with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.

               (h) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section 9.4 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a Debenture
Issuer Indemnified Person and shall inure to the benefit of the heirs, executors
and administrators of such a person. The obligation to indemnify as set forth in
this Section 9.4 shall survive the resignation or removal of the Delaware
Trustee or the Property Trustee or the termination of this Trust Agreement.

          SECTION 9.5. Outside Businesses.

               Subject to the provisions of Section 6.3, any Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess
an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the activities of the
Trust, and the Trust and the Holders of Securities shall have no rights by
virtue of this Trust Agreement in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the activities of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property
Trustee shall be obligated to present any particular investment or other
opportunity to the Trust even if such opportunity is of a character that, if
presented to the Trust, could be taken by the Trust, and any Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee shall have the right to
take for its own account (individually or as a


                                       45
<PAGE>


partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE 10

                                   ACCOUNTING

          SECTION 10.1. Fiscal Year.

               The fiscal year ("Fiscal Year") of the Trust shall be the
calendar year, or such other year as is required by the Code.

          SECTION 10.2. Certain Accounting Matters.

               (a) At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The Trust shall use the accrual method of
accounting for United States federal income tax purposes. The books of account
and the records of the Trust shall be examined by and reported upon as of the
end of each Fiscal Year of the Trust by a firm of independent certified public
accountants selected by the Administrative Trustees.

               (b) The Administrative Trustees shall cause to be prepared and
delivered to each of the Holders of Securities, within 90 days after the end of
each Fiscal Year of the Trust, annual financial statements of the Trust,
including a balance sheet of the Trust as of the end of such Fiscal Year, and
the related statements of income or loss.

               (c) The Administrative Trustees shall cause to be duly prepared
and delivered to each of the Holders of Securities, an annual United States
federal income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrative Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.

               (d) The Administrative Trustees shall cause to be duly prepared
and filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be
filed by the Administrative Trustees on behalf of the Trust with any state or
local taxing authority.

          SECTION 10.3. Banking.

               The Trust shall maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Debentures held by the Property Trustee shall be made
directly to the Property Account and no other funds of the Trust shall be
deposited in the Property Account. The sole signatories for such accounts shall
be designated by the


                                       46
<PAGE>


Administrative Trustees; provided, however, that the Property Trustee shall
designate the signatories for the Property Account.

          SECTION 10.4. Withholding.

               The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld shall
be deemed to be a distribution in the amount of the withholding to the Holder.
In the event of any claimed over withholding, Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may reduce
subsequent Distributions by the amount of such withholding.

                                   ARTICLE 11

                             AMENDMENTS AND MEETINGS

          SECTION 11.1. Amendments.

               (a) Except as otherwise provided in this Trust Agreement or by
any applicable terms of the Securities, this Trust Agreement may only be amended
by a written instrument approved and executed by the Sponsor and (i) the
Administrative Trustees (or, if there are more than two Administrative Trustees,
a majority of the Administrative Trustees) and (ii) the Property Trustee if the
amendment affects the rights, powers, duties, obligations or immunities of the
Property Trustee; and (iii) the Delaware Trustee if the amendment affects the
rights, powers, duties, obligations or immunities of the Delaware Trustee.

               (b) No amendment shall be made, and any such purported amendment
shall be void and ineffective:

                    (i) unless, in the case of any proposed amendment, the
               Property Trustee shall have first received an Officer's
               Certificate from each of the Trust and the Sponsor that such
               amendment is permitted by, and conforms to, the terms of this
               Trust Agreement (including the terms of the Securities);

                    (ii) unless, in the case of any proposed amendment which
               affects the rights, powers, duties, obligations or immunities of
               the Property Trustee, the Property Trustee shall have first
               received:

                           a.       an Officer's Certificate from each of the
                                    Trust and the Sponsor that such amendment is
                                    permitted by, and conforms to, the terms of
                                    this Trust Agreement (including the terms of
                                    the Securities) and that all conditions
                                    precedent to the execution and delivery of
                                    such amendment have been satisfied; and


                                       47
<PAGE>


                           b.       an opinion of counsel (who may be counsel to
                                    the Sponsor or the Trust) that such
                                    amendment is permitted by, and conforms to,
                                    the terms of this Trust Agreement (including
                                    the terms of the Securities) and that all
                                    conditions precedent to the execution and
                                    delivery of such amendment have been
                                    satisfied; and

                         (iii) to the extent the result of such amendment would
                    be to:

                           a.       cause the Trust to be classified as other
                                    than a grantor trust for United States
                                    federal income tax purposes;

                           b.       reduce or otherwise adversely affect the
                                    powers of the Property Trustee in
                                    contravention of the Trust Indenture Act; or

                           c.       cause the Trust to be deemed to be an
                                    Investment Company required to be registered
                                    under the Investment Company Act.

               (c) If the Trust has issued any Securities that remain
outstanding:

                         (i) any amendment that would (a) change the amount or
                    timing of any distribution of the Securities or otherwise
                    adversely affect the amount of any distribution required to
                    be made in respect of the Securities as of a specified date
                    or (b) restrict the right of a Holder of Securities to
                    institute suit for the enforcement of any such payment on or
                    after such date, will entitle the Holders of such
                    Securities, voting together as a single class, to vote on
                    such amendment or proposal and such amendment or proposal
                    shall not be effective except with the approval of each of
                    the Holders of the Securities affected thereby; and

                         (ii) Except as provided in Section 11.1(c)(i) hereof,
                    any provision of this Trust Agreement may be amended by the
                    Adminstrative Trustees and the Sponsor with (i) the consent
                    of the Holders representing not less than a Majority in
                    Liquidation Amount of the Securities outstanding and (ii)
                    receipt by the Trustees of an opinion of counsel to the
                    effect that such amendment or the exercise of any power
                    granted to the Trustees in accordance with such amendment
                    will not affect the Trust's status as a grantor trust for
                    United States federal income tax purposes or the Trust's
                    exemption from status of an Investment Company.

               (d) This Section 11.1 shall not be amended without the consent of
all of the Holders of the Securities.

               (e) Article 4 shall not be amended without the consent of the
Holders of a Majority in Liquidation Amount of the Common Securities.

               (f) The rights of the Holders of the Common Securities under
Article 5 to increase or decrease the number of, and appoint and remove Trustees
shall not be amended without the consent of the Holders of a Majority in
Liquidation Amount of the Common Securities.


                                       48
<PAGE>


               (g) Notwithstanding Section 11.1(c), this Trust Agreement may be
amended by the Trustees and the Sponsor without the consent of the Holders of
the Securities, if such amendment does not adversely affect in any material
respect the rights of the holders of the Securities, to:

                    (i) cure any ambiguity or inconsistency;

                    (ii) correct or supplement any provision in this Trust
               Agreement that may be defective or inconsistent with any other
               provision of this Trust Agreement;

                    (iii) add to the covenants, restrictions or obligations of
               the Sponsor;

                    (iv) to conform to any change in Rule 3a-5 of the Investment
               Company Act or written change in interpretation or application of
               Rule 3a-5 of the Investment Company Act by any legislative body,
               court, government agency or regulatory authority; or

                    (v) to modify, eliminate and add to any provision of this
               Trust Agreement to ensure that the Trust will be classified as a
               grantor trust for United States federal income tax purposes at
               all times that any Securities are outstanding or to ensure that
               the Trust will not be required to register as an Investment
               Company under the Investment Company Act.

          SECTION 11.2. Meetings of the Holders of Securities; Action by Written
Consent.

               (a) Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the terms
of the Securities) to consider and act on any matter on which Holders of such
class of Securities are entitled to act under the terms of this Trust Agreement,
the terms of the Securities or the rules of any stock exchange on which the
Capital Securities are listed or admitted for trading. The Administrative
Trustees shall call a meeting of the Holders of such class if directed to do so
by the Holders of at least 10% in Liquidation Amount of such class of
Securities. Such direction shall be given by delivering to the Administrative
Trustees one or more calls in a writing stating that the signing Holders of
Securities wish to call a meeting and indicating the general or specific purpose
for which the meeting is to be called. Any Holders of Securities calling a
meeting shall specify in writing the Certificates held by the Holders of
Securities exercising the right to call a meeting and only those Securities
specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

               (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

                    (i) notice of any such meeting shall be given to all the
               Holders of Securities having a right to vote thereat at least 7
               days and not more than 60 days before the date of such meeting.
               Whenever a vote, consent or approval of the Holders of Securities
               is permitted or required under this Trust Agreement or the rules
               of any stock exchange on which the Capital Securities are listed
               or admitted for trading, such vote, consent or approval may be
               given at a meeting of the Holders of Securities. Any action that
               may be taken at a meeting of the Holders of Securities may be
               taken without a meeting and without prior notice if a consent in
               writing setting forth the action so taken is signed by the
               Holders of securities owning not less than the minimum amount of
               securities in liquidation


                                       49
<PAGE>


               amount that would be necessary to authorize or take such action
               at a meeting at which all Holders of Securities having a right to
               vote thereon were present and voting. Prompt notice of the taking
               of action without a meeting shall be given to the Holders of
               Securities entitled to vote who have not consented in writing.
               The Administrative Trustees may specify that any written ballot
               submitted to the Security Holders for the purpose of taking any
               action without a meeting shall be returned to the Trust within
               the time specified by the Administrative Trustees;

                    (ii) each Holder of a Security may authorize any Person to
               act for it by proxy on all matters in which a Holder of
               Securities is entitled to participate, including waiving notice
               of any meeting, or voting or participating at a meeting. No proxy
               shall be valid after the expiration of 11 months from the date
               thereof unless otherwise provided in the proxy. Every proxy shall
               be revocable at the pleasure of the Holder of Securities
               executing such proxy. Except as otherwise provided herein, all
               matters relating to the giving, voting or validity of proxies
               shall be governed by the General Corporation Law of the State of
               Delaware relating to proxies, and judicial interpretations
               thereunder, as if the Trust were a Delaware corporation and the
               Holders of the Securities were stockholders of a Delaware
               corporation;

                    (iii) each meeting of the Holders of the Securities shall be
               conducted by the Administrative Trustees or by such other Person
               that the Administrative Trustees may designate; and

                    (iv) unless the Business Trust Act, this Trust Agreement,
               the terms of the Securities, the Trust Indenture Act or the
               listing rules of any stock exchange on which the Capital
               Securities are then listed for trading, otherwise provides, the
               Administrative Trustees, in their sole discretion, shall
               establish all other provisions relating to meetings of Holders of
               Securities, including notice of the time, place or purpose of any
               meeting at which any matter is to be voted on by any Holders of
               Securities, waiver of any such notice, action by consent without
               a meeting, the establishment of a record date, quorum
               requirements, voting in person or by proxy or any other matter
               with respect to the exercise of any such right to vote.

                                   ARTICLE 12

            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

          SECTION 12.1. Representations and Warranties of the Property Trustee.

          The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Trust Agreement,
and each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee that:

          (a) the Property Trustee is a company duly organized, validly existing
     and in good standing under the laws of the jurisdiction of its
     incorporation or organization, with trust power and authority to execute
     and deliver, and to carry out and perform its obligations under the terms
     of, this Trust Agreement;


                                       50
<PAGE>


          (b) the Property Trustee satisfies the requirements set forth in
     Section 6.3(a);

          (c) the execution, delivery and performance by the Property Trustee of
     this Trust Agreement have been duly authorized by all necessary corporate
     action on the part of the Property Trustee. This Trust Agreement has been
     duly executed and delivered by the Property Trustee, and it constitutes a
     legal, valid and binding obligation of the Property Trustee, enforceable
     against it in accordance with its terms, subject to applicable bankruptcy,
     reorganization, moratorium, insolvency and other similar laws affecting
     creditors' rights generally and to general principles of equity and the
     discretion of the court (regardless of whether the enforcement of such
     remedies is considered in a proceeding in equity or at law);

          (d) the execution, delivery and performance of this Trust Agreement by
     the Property Trustee do not conflict with or constitute a breach of the
     articles of association or incorporation, as the case may be, or the
     by-laws (or other similar organizational documents) of the Property
     Trustee; and

          (e) no consent, approval or authorization of, or registration with or
     notice to, any Delaware or federal banking authority is required for the
     execution, delivery or performance by the Property Trustee of this Trust
     Agreement.

          SECTION 12.2. Representations and Warranties of the Delaware Trustee.

          The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Trust Agreement,
and each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

          (a) the Delaware Trustee satisfies the requirements set forth in
     Section 6.2, satisfies Trust Section 3807(a) of the Business Trust Act and
     has the power and authority to execute and deliver, and to carry out and
     perform its obligations under the terms of, this Trust Agreement and, if it
     is not a natural person, is duly organized, validly existing and in good
     standing under the laws of its jurisdiction of incorporation or
     organization;

          (b) the Delaware Trustee has been authorized to perform its
     obligations under the Certificate of Trust and this Trust Agreement. This
     Trust Agreement under Delaware law constitutes a legal, valid and binding
     obligation of the Delaware Trustee, enforceable against it in accordance
     with its terms, subject to applicable bankruptcy, reorganization,
     moratorium, insolvency and other similar laws affecting creditors' rights
     generally and to general principles of equity and the discretion of the
     court (regardless of whether the enforcement of such remedies is considered
     in a proceeding in equity or at law); and

          (c) no consent, approval or authorization of, or registration with or
     notice to, any Delaware or federal banking authority is required for the
     execution, delivery or performance by the Delaware Trustee of this Trust
     Agreement.

                                   ARTICLE 13

                                  MISCELLANEOUS

          SECTION 13.1. Notices.


                                       51
<PAGE>


               All notices provided for in this Trust Agreement shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by registered or certified mail, as follows:

               (a) if given to the Trust, in care of the Administrative Trustees
at the Trust's mailing address set forth below (or such other address as the
Trust may give notice of to the Property Trustee, the Delaware Trustee and the
Holders of the Securities):

                           Banknorth Capital Trust II
                           c/o Banknorth Group, Inc.
                           P.O. Box 9540
                           Two Portland Square
                           Portland, Maine 04112
                           Attention: Chief Financial Officer
                           Facsimile No: (207) 761-8536

               (b) if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as the Delaware Trustee may give notice of to
the Administrative Trustees, the Property Trustee and the Holders of the
Securities):

                            The Bank of New York (Delaware)
                            White Clay Center
                            P.O. Box 6973
                            Route 273
                            Newark, Delaware 19711
                            Attention: Corporate Trust Department
                            Facsimile No.:

               (c) if given to the Property Trustee, at the mailing address set
forth below (or such other address as the Property Trustee may give notice of to
the Administrative Trustees, the Delaware Trustee and the Holders of the
Securities):

                            The Bank of New York
                            5 Penn Plaza, 13th Floor
                            New York, New York 10001
                            Attention:  Corporate Trust Administrator
                            Facsimile No.: (212) 896-7294

               (d) if given to the Holder of the Common Securities, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Common Securities may give notice of to the Property Trustee, the
Delaware Trustee and the Trust):

                             Banknorth Group, Inc.
                             P.O. Box 9540
                             Two Portland Square
                             Portland, Maine 04112
                             Attention: Chief Financial Officer
                             Facsimile No.:  (207) 761-8536

               (e) if given to any other Holder, at the address set forth on the
register of the Trust.


                                       52
<PAGE>


All such notices shall be deemed to have been given when received in person,
telecopied with receipt confirmed or mailed by first class mail, postage prepaid
except that if a notice or other document is refused delivery or cannot be
delivered because of a changed address of which no notice was given, such notice
or other document shall be deemed to have been delivered on the date of such
refusal or inability to deliver.

          SECTION 13.2. Governing Law.

          This Trust Agreement and the Securities and the rights of the parties
hereunder and thereunder shall be governed by and interpreted in accordance with
the laws of the State of Delaware.

          SECTION 13.3. Intention of the Parties.

          It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The provisions
of this Trust Agreement shall be interpreted in a manner consistent with such
classification.

          SECTION 13.4. Headings.

          Headings contained in this Trust Agreement are inserted for
convenience of reference only and do not affect the interpretation of this Trust
Agreement or any provision hereof.

          SECTION 13.5. Successors and Assigns.

          Whenever in this Trust Agreement any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Trust Agreement by the
Sponsor and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

          SECTION 13.6. Partial Enforceability.

          If any provision of this Trust Agreement, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Trust Agreement, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

          SECTION 13.7. Counterparts.

          This Trust Agreement may contain more than one counterpart of the
signature page and this Trust Agreement may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

          [The remainder of this page left blank intentionally; The signature
page follows.]


                                       53
<PAGE>


          IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

                                BANKNORTH GROUP, INC.
                                  as Sponsor, as Common Securities Holder and as
                                  Debenture Issuer


                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                                THE BANK OF NEW YORK
                                 as Property Trustee


                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                                THE BANK OF NEW YORK (DELAWARE)
                                 as Delaware Trustee


                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:


                                ------------------------------------------------
                                William J. Ryan
                                 as Administrative Trustee


                                ------------------------------------------------
                                Peter J. Verrill
                                 as Administrative Trustee


                                Carol L. Mitchell
                                 as Administrative Trustee



                                       54
<PAGE>


                                                                       EXHIBIT A


                  [IF THE CAPITAL SECURITY IS TO BE A GLOBAL CAPITAL SECURITY,
INSERT THE FOLLOWING: THIS CAPITAL SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"),
OR A NOMINEE OF THE DEPOSITARY. THIS CAPITAL SECURITY IS EXCHANGEABLE FOR
CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST
AGREEMENT AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF
THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

                  UNLESS THIS CAPITAL SECURITY CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

CERTIFICATE NO.                    NUMBER OF CAPITAL SECURITIES:
               ---------------                                   ---------------
CUSIP NO.
         ---------------------


             CERTIFICATE EVIDENCING [ ]% TRUST PREFERRED SECURITIES
                                       OF
                           BANKNORTH CAPITAL TRUST ___

                         [ ]% TRUST PREFERRED SECURITIES
                            FULLY AND UNCONDITIONALLY
                       GUARANTEED BY BANKNORTH GROUP, INC.


                  BANKNORTH CAPITAL TRUST __, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
__________________ (the "Holder") is the registered owner of __________________
capital securities of ______% the Trust representing undivided beneficial
ownership interests in the assets of the Trust designated the "____% Trust
Preferred Securities" (the "Capital Securities"). The Capital Securities are
transferable on the register of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer as provided in the Trust Agreement (as defined below). The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities represented hereby are issued and shall in
all respects be subject to the provisions of the Amended and Restated Trust
Agreement of the Trust, dated as of __________________, 20__, as the same may be
amended from time to time (the "Trust Agreement"), by and among BANKNORTH GROUP,
INC., William J. Ryan, Peter J. Verrill and Carol L. Mitchell, as Administrative
Trustees, THE BANK OF NEW YORK, as Property Trustee, and


                                       A-1
<PAGE>


THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, and the holders of
undivided beneficial ownership interests in the assets of the Trust. Capitalized
terms used herein but not defined shall have the meaning given them in the Trust
Agreement. The Holder is entitled to the benefits of the Guarantee to the extent
described therein. The Sponsor will provide a copy of the Trust Agreement, the
Guarantee and the Indenture to a Holder without charge upon written request to
the Sponsor at its principal place of business.

                  Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder.

                  By acceptance, the Holder agrees to treat, for United States
federal, state and local income tax purposes, the Debentures as indebtedness and
the Capital Securities as evidence of undivided beneficial ownership interests
in the Debentures.

                  IN WITNESS WHEREOF, the Trust has executed this certificate
this ___ day of __________, 20__.



                                      BANKNORTH CAPITAL TRUST II


                                      By:
                                         ---------------------------------------
                                          Name:
                                          Title:  Administrative Trustee

                  This is one of the Capital Securities referred to in the
within-mentioned Trust Agreement.

                                      THE BANK OF NEW YORK
                                       as Property Trustee


                                      By:
                                         ---------------------------------------
                                          Authorized Officer


                                      A-2
<PAGE>


                                                                       EXHIBIT B



                 TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE
                   CONDITIONS SET FORTH IN THE TRUST AGREEMENT
                               REFERRED TO BELOW.


CERTIFICATE NO. __________               NUMBER OF COMMON SECURITIES: __________


                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                         THE BANKNORTH CAPITAL TRUST __

                             ___% COMMON SECURITIES


                  THE BANKNORTH CAPITAL TRUST ___, a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that BANKNORTH GROUP, INC. (the "Holder") is the registered owner of common
securities of the Trust representing an undivided beneficial ownership interest
in the assets of the Trust designated the "___% Common Securities" (the "Common
Securities"). The Common Securities are not transferable and any attempted
transfer thereof shall be void except as permitted by applicable law and by
Section 7.9(b)(ii) of the Trust Agreement (as defined below). The designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Trust Agreement of the
Trust, dated as of __________ __, 20__ (as the same may be amended from time to
time, the "Trust Agreement"), by and among BANKNORTH GROUP, INC., as Sponsor,
William J. Ryan, Peter J. Verrill and Carol L. Mitchell, as Administrative
Trustees, THE BANK OF NEW YORK, as Property Trustee, and THE BANK OF NEW YORK
(DELAWARE), as Delaware Trustee, and the holders of undivided beneficial
ownership interests in the assets of the Trust. The Holder is entitled to the
benefits of the Guarantee to the extent described therein. Capitalized terms
used herein but not defined shall have the meaning given them in the Trust
Agreement. The Sponsor will provide a copy of the Trust Agreement, the Guarantee
and the Indenture to the Holder without charge upon written request to the
Sponsor at its principal place of business.

                  Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder.

                  By acceptance, the Holder agrees to treat, for United States
federal, state and local income tax purposes, the Debentures as indebtedness and
the Common Securities as evidence of an undivided indirect beneficial ownership
interest in the Debentures.




                                      B-1
<PAGE>


                  IN WITNESS WHEREOF, the Trust has executed this certificate
this __________ day of __________________, 20__.

                                    BANKNORTH CAPITAL TRUST II


                                    By:
                                       ---------------------------------------
                                       Name:
                                       Title: Administrative Trustee




                                      B-2