BANKNORTH GROUP, INC.

                   Management Incentive Compensation Plan



                               OBJECTIVES
                               ----------


1.    Increase executive focus on implementation of strategic plans to 
      further (1) growth in the earnings and (2) return on assets and 
      equity.

2.    Increase executive focus on decisions to improve earnings and returns 
      in their subsidiary.

3.    Improve executive focus in decision-making on what is in the best 
      interests of Banknorth Group, Inc. and rewards for continuously 
      improving relative performance against peer banks.

4.    Provide a reasonable opportunity for payout consistent with 
      stockholder expectations and Company performance.

5.    Facilitate securing, retaining and motivating the highest caliber of 
      management employees.


                             PRIMARY PROVISIONS
                             ------------------

I.    THRESHOLD LEVEL

      There will be no awards made under the Incentive Compensation Plan 
      ("the Plan") unless the Corporation attains at least a comprehensive 
      performance rating of "2" on net income, ROAA, and ROAE targets of 
      1997, after accruing for all plan awards.

II.   CORPORATE PERFORMANCE AWARDS

      Corporate performance awards will be based on (1) Net Income, (2) 
      Return on Average Assets, and (3) Return on Average Equity, measured 
      against Plan after taxes and before accounting adjustments.  The total 
      performance rating will be the numerical average of the ratings on 
      each target objective.  The modification factor is listed in the 
      exhibits.

III.  SUBSIDIARY UNIT PERFORMANCE AWARDS

      Subsidiary bank unit performance awards will be based on 
      subsidiary net income as measured against plan and efficiency ratio, 
      return on average assets, and salary and benefits as a percent of 
      earning assets as measured against corporate performance targets in 
      these areas.  Subsidiary mortgage and Stratevest Group unit awards 
      will be based on subsidiary income and profit margin as measured 
      against plan.

IV.   RELATIVE PERFORMANCE MODIFICATION

      Performance awards will be further modified by comparing Banknorth 
      Group, Inc.'s performance against a peer group of approximately 40 
      similar sized banks.  The relative performance to peers will be 
      determined by the ranking of a weighted average percentile for ROAE, 
      weighted at 4 and ROAA, Net Interest Margin, Operating Expense/Average 
      Assets, and NPAs/Assets all weighted at one each.  The modification 
      factor for relative performance is listed in the exhibits.  At least 
      fifty percent of the award will be paid as close as possible to the 
      time that the internal performance is determined.  The remaining 
      amount, adjusting for relative performance to peers, will be paid when 
      that data is available.

V.    COMPENSATION LEVELS AND TARGET AWARDS

      Incentive compensation levels and the corresponding targets for 1997 
are as follows:

           Level 5 (Grade 36)          -        50% of base salary

           Level 4 (Grades 33 & 34)    -        35% of base salary

           Level 3 (Grades 31 & 32)    -        25% of base salary

           Level 2 (Grade 30)          -        20% of base salary

           Level 1 (Grade 29)          -        15% of base salary

      Base salary for each participant will equal the regular salary earned 
      in 1997 during the period they were employed in the compensation 
      level.

VI.   INDIVIDUAL PERFORMANCE

      Performance awards may be modified at the discretion of the CEO and by 
      approval of the Compensation Committee of the Board.  Any modification 
      of an individual executive's awards will be based upon that 
      executive's performance against key performance objectives (KPO's), 
      not measured otherwise in the corporate and subsidiary unit 
      performance awards.  This modification will be limited to 15% 
      individually and 7.5% as a group.

VII.  ELIGIBILITY

      An eligible participant must be an active employee at the end of the 
      plan year to receive any award.  Persons hired or promoted into 
      eligible positions prior to July 1 of the plan year will have their 
      potential award pro-rated.  Eligible participants may be assigned by 
      the CEO to alternate compensation levels during the year due to 
      changes in pay grade or job responsibilities.  In such cases, their 
      award will be pro-rated based on time employed in differing levels.  
      When managers participate in an incentive plan targeted to their 
      function, they will not be eligible to participate in this plan.

VIII. INDIVIDUAL TARGET AWARDS

      Category "A":
      Incentive compensation awards are determined for participants based 
      100% on corporate performance.

      Category "B":
      Incentive compensation awards are determined for participants based 
      50% on corporate performance and 50% on respective subsidiary unit 
      performance.

      Category "C":
      Incentive compensation awards are determined for participants based 
      25% on corporate performance and 75% on respective subsidiary unit 
      performance.

      Eligible participants may be assigned by the CEO to alternate 
      categories based on transfers, reorganization, or other factors.  
      Awards may either be prorated based on time in the category or given 
      based on the category in which the participants spent the most time, 
      at the discretion of the CEO.

IX.   OTHER PROVISIONS

      All plan calculations will be made based upon the audited year end 
      financial statement.  No awards will be made until the date of the 
      audit opinion and adjustments, if any, have been approved by the 
      Banknorth Group Compensation Committee.

      The Board reserves the right to adjust performance targets and/or 
      payouts under this plan in cases of significant non-recurring events.


___________________________________________________________________________


                                    1997

                  Management Incentive Compensation Program


                Internal Performance Management System (IPMS)
                                  CORPORATE


<TABLE>
<CAPTION>
                               Performance Levels (% of Target)
 Performance     Corporate     --------------------------------
  Category        Target        1      2      3      4      5
 -----------     ---------     ---    ---    ---    ---    ---

    <S>           <C>           <C>    <C>   <C>    <C>    <C>
    NI            $30,051       80     90    100    110    120

    ROAA            1.11%       80     90    100    110    120

    ROAE           13.75%       80     90    100    110    120
</TABLE>


___________________________________________________________________________


                                    1997

                  Management Incentive Compensation Program
                Internal Performance Management System (IPMS)
                                 SUBSIDIARY


<TABLE>
<CAPTION>
                                      Performance Levels (% of Target)
     Performance        Subsidiary    --------------------------------
      Category            Target       1      2      3      4      5
--------------------    ----------    ---    ---    ---    ---    ---

<S>                     <C>            <C>    <C>   <C>    <C>    <C>
FMB, NI                 $4,001         80     90    100    110    120
FMB, ROAA                 .58%         80     90    100    110    120
FMB, Effic Ratio        56.62%         80     90    100    110    120
FMB, Sal & Ben/EA         .91%         80     90    100    110    120

HB, NI                  $9,118         80     90    100    110    120
HB, ROAA                 1.33%         80     90    100    110    120
HB, Effic. Ratio        58.06%         80     90    100    110    120
HB, Sal & Ben/EA          .83%         80     90    100    110    120

FVB, NI                 $7,763 (1)     80     90    100    110    120
FVB, ROAA                1.34% (1)     80     90    100    110    120
FVB, Effic. Ratio       54.30% (1)     80     90    100    110    120
FVB, Sal & Ben/EA         .73% (1)     80     90    100    110    120

FLB, NI                 $3,939         80     90    100    110    120
FLB, ROAA                1.32%         80     90    100    110    120
FLB, Effic. Ratio       55.82%         80     90    100    110    120
FLB, Sal & Ben/EA         .86%         80     90    100    110    120

FNB, NI                 $1,726 (2)     80     90    100    110    120
FNB, ROAA                 .82% (2)     80     90    100    110    120
FNB, Effic. Ratio       58.17% (2)     80     90    100    110    120
FNB, Sal & Ben/EA        1.00% (2)     80     90    100    110    120

GB, NI                  $1,657         80     90    100    110    120
GB, ROAA                 1.13%         80     90    100    110    120
GB, Effic. Ratio        58.13%         80     90    100    110    120
GB, Sal & Ben/EA          .88%         80     90    100    110    120

WNB, NI                 $  967         80     90    100    110    120
WNB, ROAA                1.27%         80     90    100    110    120
WNB, Effic. Ratio       59.57%         80     90    100    110    120
WNB, Sal & Ben/EA         .85%         80     90    100    110    120

<FN>
-------------------
<F1>    BMC eliminations deducted from FVB
<F2>    NAB consolidated


NOTE:  Ratio may change slightly when final Balance Sheet adjustments are 
       made.
</FN>
</TABLE>


___________________________________________________________________________


                                    1997

                  Management Incentive Compensation Program
                Internal Performance Management System (IPMS)
                             SUBSIDIARY (cont'd)


<TABLE>
<CAPTION>
                                      Performance Levels (% of Target)
     Performance        Subsidiary    --------------------------------
      Category            Target       1      2      3      4      5
--------------------    ----------    ---    ---    ---    ---    ---

<S>                     <C>            <C>    <C>   <C>    <C>    <C>
BMC, NI                 $1,042         80     90    100    110    120
BMC, Profit Margin      22.09% (3)     80     90    100    110    120

SG, NI                  $  -0-         80     90    100    110    120
SG, Profit Margin       26.09% (4)     80     90    100    110    120


<FN>
--------------------

<F3>       Income before income taxes
        --------------------------------
          Net int. inc. + other income


<F4>      Income before income taxes + GW amortization - net int. inc.
        ----------------------------------------------------------------
                                 Other income

</FN>
</TABLE>



___________________________________________________________________________


                                    1997
                  Management Incentive Compensation Program

           Internal Performance Management System (IPMS) Modifier


<TABLE>
<CAPTION>
                IPMS Level              % of Target Incentive
           ---------------------        ---------------------
           (see Exhibits 2A, 2B)

                    <S>                     <C>
                    5.0                     200%
                    4.5                     175%
                    4.0                     150%
                    3.5                     125%
                    3.0                     100%
                    2.5                      75%
                    2.0                      50% (Threshold)
                    1.5                       0%
                    1.0                       0%

<FN>

NOTES:   Actual performance and target incentive will be established on an 
         interpolated basis.

</FN>
</TABLE>


       No awards will be paid if performance falls below an IPMS of 2.0.



___________________________________________________________________________



                                    1997

                  Management Incentive Compensation Program

           Relative Performance Management System (RPMS) Modifier


<TABLE>
<CAPTION>
                Banknorth %ile               Award
              Performance Against         Modification
                The Peer Group               Factor
              -------------------         ------------

                  <S>                         <C>
                  100 %ile                    150%
                   90 %ile                    140%
                   80 %ile                    130%
                   70 %ile                    120%
                   60 %ile                    110%
                   50 %ile                    100%
                   40 %ile                     90%
                   30 %ile                     80%
                   20 %ile                     50%
                   10 %ile                      0%
                    0 %ile                      0%

<FN>

NOTE:  Actual performance and award modification factor will be established
       on an interpolated basis.

</FN>
</TABLE>