CHANGE-IN-CONTROL AGREEMENT

      This Agreement is effective as of the 31st day of December, 1998, and 
is by and between BANKNORTH GROUP, INC., a bank holding company, 300 
Financial Plaza, Burlington, Vermont, including its successors and assigns 
(collectively hereinafter the "Company") and <<Name>> (hereinafter 
"Executive").

      WHEREAS, Executive is now serving as Vice Chairman of the Company 
(hereinafter the "Position"); and

      WHEREAS, the Company wishes to secure the future services of Executive 
in the Position and assure Executive of the benefits of certain compensation 
in the event of a Change-in-Control of the Company; and

      WHEREAS, Executive is willing to enter into this Agreement for such 
period and upon the terms and conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the mutual promises and agreements 
hereinafter set forth and to induce Executive to remain in the employ of the 
Company, the parties agree as follows:

       1.    Definitions; Term of Agreement.

            1.1   A "Change-in-Control" shall be deemed to have occurred, 
      for all purposes of this Agreement, if any "Person", as defined in 
      Section 1.2, has acquired control of the Company. A Person has control 
      if:

                  (a)   the Person directly or indirectly or acting through 
            one or more other Persons owns, controls, or has power to vote 
            25 percent or more of any class of voting securities of the 
            Company; or

                  (b)   the Person controls in any manner the election of a 
            majority of the directors of the Company; or

                  (c)   the Board of Directors of the Company determines 
            that the Person directly or indirectly exercises a controlling 
            influence over the management or policies of the Company.

If the Company shall undergo or participate in a reorganization, pursuant to 
which there is no material change in the Persons owning, controlling or 
having the power to vote any class of voting securities of the Company, such 
a reorganization shall not be deemed a Change-in-Control.

            1.2   A "Person" shall include a natural person, corporation, or 
      other entity. When two (2) or more Persons act as a partnership, 
      limited partnership, syndicate, or other group for the purpose of 
      acquiring, holding or disposing of the Company's common stock, such 
      partnership, syndicate or group shall be considered a Person. 
      Beneficial ownership shall be determined under the then current 
      provisions of Securities Exchange Act Rule 13d-3; Reg. Section 
      240.13d-3.

            1.3   The "Multiple" is two.

            1.4   The "Period" shall mean the period of time commencing on 
      the date of a Change-in-Control and ending on the second anniversary 
      thereof. 

            1.5   This Agreement shall remain in effect for the "Term" 
      extending from the date hereof through the end of the Period. This 
      Agreement may not be terminated by either party except at the 
      expiration of the Period or as otherwise expressly provided herein.

            1.6   For all purposes of this Agreement, "Cause" shall mean 
      Executive's material failure to apply, in good faith, on a full-time 
      basis (allowing for usual vacations and sick leave) all of his skill 
      and experience to the performance of the duties and the 
      responsibilities of the Position, or the serious willful misconduct of 
      Executive including, but not limited to, the commission by Executive 
      of a felony or the perpetration by Executive of a common-law fraud or 
      other act of dishonesty upon, or the misappropriation or intentional 
      damage of the property or business of, the Company or any affiliate 
      thereof.

       2.    Change-in-Control.

            2.1   If after a Change-in-Control and during the Period:

                  (a)   The Executive's employment is terminated for any 
            reason other than as provided in Section 2.2 hereof, or 

                  (b)   Executive terminates his employment for Good Reason 
            as provided in Section 4.1 (either being an "Involuntary 
            Termination"), 

Executive shall be entitled to receive such compensation and benefits as are 
provided in Section 3.1. If the Executive's employment shall terminate 
before the beginning or after the expiration of the Period, the Company 
shall not be liable to the Executive for any compensation pursuant to this 
Agreement. If during the Period the Executive's employment terminates as 
provided in Section 2.2 hereof, then the Company shall not be liable to the 
Executive for any compensation pursuant to this Agreement. 

            2.2   Notwithstanding any other provisions hereof, the Term 
      shall terminate and the Company shall have no liability to Executive 
      hereunder upon the occurrence of one or more of the following dates or 
      events:

                  (a)   The date that the Executive delivers to the Company, 
            a written notice of his intention to retire, which notice once 
            delivered may not be withdrawn without the written consent of 
            the Company; or

                  (b)   the death of Executive; or

                  (c)   the commission of any act which would justify a 
            termination for Cause hereunder; or 

                  (d)   the Executive voluntarily terminates his employment 
            without Good Reason; or

                  (e)   the Executive's "permanent disability" as determined 
            pursuant to the terms of the Company's long term disability 
            policy in effect at the date of the Change-in-Control.

            2.3   The Company's obligations to Executive under Article 3 
      (regarding change-in-control compensation) are subject to Executive's 
      compliance with the provisions of Article 5 (regarding noncompetition 
      and confidentiality).

            2.4   This Agreement is not an employment agreement between the 
      Company (or any affiliate of the Company) and the Executive. Nothing 
      in this Agreement shall serve to limit the rights of the Company (or 
      any affiliate of the Company) to terminate the employment of the 
      Executive prior to a Change-in-Control or after the Period without 
      incurring any liability under this Agreement. 

       3.    Change-in-Control Compensation.

            3.1   If Executive shall be entitled to receive compensation
      under this Agreement by virtue of the termination of the Executive's
      employment during the Period, then the Company shall pay to the
      Executive in a single lump sum payment within 30 days of the
      Executive's termination of employment the amounts set forth below,
      provided that an amount need not be paid to the Executive in a single
      lump sum payment if one of the following subparagraphs otherwise
      expressly provides:

                  (a)   Base Salary; Bonus. An amount equal to the Multiple 
            multiplied by the Executive's annual base salary at the date of 
            the Change-in-Control occurred, plus an amount equal to the 
            Multiple multiplied by the average annual cash bonus paid to the 
            Executive under the Company's short-term incentive compensation 
            plan for the three most recent consecutive calendar year periods 
            (or the period of Executive's participation in such plan if less 
            than three years) ending on the last day of the calendar year 
            preceding the year in which Executive's employment is 
            terminated. 

                  (b)   Defined Contribution Plans. For all qualified or 
            nonqualified defined contribution retirement plans or programs 
            sponsored by the Company in which the Executive participated at 
            the time of the Change-in-Control ("Defined Contribution 
            Plans"), an amount equal to the sum of 

                        (i)   the Multiple multiplied by the value of the 
                  annual employer contributions being made to the Defined 
                  Contribution Plans, plus 

                        (ii)  the value of the accrued accumulations for all 
                  nonqualified Defined Contribution Plans at the date of the 
                  termination of the Executive's employment, plus 

                        (iii) the value of the unvested portion of the 
                  accrued accumulations for all qualified Defined 
                  Contribution Plans for accumulations and service up to the 
                  date of the termination of the Executive's employment.

Such Defined Contribution Plans may include, without limitation, deferred 
compensation plans, Section 401(k) plans, retirement plans and profit 
sharing plans. The calculation of the amount due with respect to Defined 
Contribution Plans shall be made based on the contributions being made at 
the date of the Change-in-Control. For the purposes of calculating the 
benefits described in subparagraphs (i) and (ii) above, the Executive shall 
be assumed to be 100% vested in such Defined Contribution Plans. 

                  (c)   Defined Benefit Plans. For all qualified or 
            nonqualified defined benefit retirement plans or programs 
            sponsored by the Company in which the Executive participated at 
            the time of the Change-in-Control ("Defined Benefit Plans"), an 
            amount equal to the sum of 

                        (i)   the Multiple multiplied by the value of the 
                  additional annual benefits accruing to any Defined Benefit 
                  Plans, plus 

                        (ii)  the value of the accrued benefits for all 
                  nonqualified Defined Benefit Plans at the date of the 
                  termination of the Executive's employment, plus 

                        (iii) the value of the unvested accrued benefits for 
                  all qualified Defined Benefit Plans for accumulations and 
                  service up to the date of the termination of the 
                  Executive's employment. 

Such Plans may include, without limitation, deferred compensation plans and 
retirement plans. The value of the additional annual benefit accruing or the 
then current value of benefits under any qualified or non-qualified Defined 
Benefit Plan shall be such value as may be determined by the Company's 
actuarial consultants; a determination by such consultants shall be final 
and binding on all parties. For the purposes of calculating the benefits 
described in subparagraphs (i) and (ii) above, the Executive shall be 
assumed to be 100% vested in such Defined Benefit Plans.

                  (d)   Health and Welfare Benefit Plans. An amount equal to 
            Multiple multiplied by the value of the annual employer 
            contributions being made to any employee welfare benefit plan, 
            whether qualified or non-qualified, in which the Executive 
            participated at the time of the Change-in-Control. Such plans 
            may include, without limitation, plans for hospital services, 
            medical services, major medical, dental, disability, survivor 
            benefits, or life insurance. The calculation of the amount due 
            under this subparagraph shall be made based on the contributions 
            being made at the date of the Change-in-Control. In lieu of any 
            part or all of such payment, if it is possible for the Executive 
            to continue participation in any or all of such plans and/or 
            programs, the Company shall (if the Executive so elects) 
            continue Executive's participation in such plans and/or programs 
            on the same terms and conditions as existed as of the date of 
            the Change-in-Control. The Executive shall make any such 
            election within ten business days after the Company shall have 
            notified Executive of those plans or programs available for 
            continued participation by the Executive.

                  (e)   Stock-based Compensation Plans. The Executive shall, 
            as of the date of his termination of employment become fully 
            vested in any grants or awards received under any Company 
            sponsored stock-based compensation plans, specifically 
            including, without limitation, the Company's long-term incentive 
            plan. The Executive shall not be entitled to receive credit for 
            any grants or awards under any such plan that occur after the 
            date of the Executive's termination of employment. Benefits 
            shall otherwise be payable in accordance with the terms of each 
            such plan.

            3.2   In the event that the Executive's right to receive 
      compensation under this Article 3 is triggered pursuant to Section 2.1 
      hereof, then the Executive shall be entitled to receive the full 
      amount of such compensation provided for in Section 3.1 hereof without 
      diminution, reduction or offset for any compensation or benefit 
      previously provided by the Company or an affiliate thereof to the 
      Executive during the Period, and without diminution, reduction or 
      offset for any compensation or benefit received by the Executive from 
      any other employer during the Period. The payments made to the 
      Executive under this Agreement are intended to be in settlement of all 
      obligations of the Company to the Executive, except those under 
      qualified retirement plans.

            3.3   Notwithstanding the foregoing, the Company shall not pay 
      to Executive and Executive shall not be entitled to receive any 
      payment or benefit that would be treated as an "excess parachute 
      payment" as such phrase is defined under Section 280G of the Internal 
      Revenue Code of 1986 or any future amendment thereto or any 
      corresponding provision of any future United States revenue statute. 
      The Executive shall be entitled to select the specific payments or 
      benefits described in Section 3.1 that Executive wishes to forego or 
      reduce so that Executive shall not receive an excess parachute 
      payment.

       4.    Termination for Good Reason.

            4.1   If Executive, by written notice to the Board of Directors
      of the Company, terminates his employment at any time during the
      Period for "Good Reason" (defined herein), the Executive shall be
      entitled to receive all of the payments and benefits specified in
      Section 3.1. For all purposes of this Agreement the Executive's
      termination of his employment shall be for Good Reason if: 

                  (a)   the Executive experiences a material reduction in
            position responsibility and authority;

                  (b)   the Executive's compensation is reduced; 

                  (c)   the Executive's benefits are materially reduced,
            unless such reduction is applicable to the Company employees
            generally;

                  (d)   the Executive's reporting relationships are 
            materially downgraded; or 

                  (e)   the Company requires the Executive to relocate more
            than fifty miles from the Executive's then current principal
            office.

      5.    Noncompetition and Confidentiality Provisions.

            5.1   During the Term hereof, Executive shall not become an 
      officer, employee, agent, partner, or director of any business 
      enterprise in substantial direct competition (as defined below) with 
      the Company or with any subsidiary of the Company, as the business of 
      the Company, or any subsidiary of the Company may be constituted at 
      the time of termination of the Executive's employment (or at the time 
      immediately prior to the Change-in-Control if the employment 
      termination occurs during the Period).

            5.2   Executive agrees that any information that an Executive 
      receives in the course of Executive's employment by the Company or any 
      affiliate thereof shall be deemed confidential and used only for the 
      furtherance of the Company's business and interests and for no other 
      purpose. Notwithstanding the foregoing, information shall not be 
      deemed confidential if it is otherwise publicly known through no 
      wrongful act of the Executive, is received by the Executive from a 
      third party without similar restrictions and without breach of this 
      Agreement, or is lawfully required to be disclosed to any governmental 
      agency or otherwise required to be disclosed by law. Upon the 
      termination of Executive's employment with the Company Executive 
      agrees to deliver to the Company all confidential information held by 
      Executive, regardless of the format in which such information may be 
      held, including without limitation electronic format, written, or 
      other recorded format.

            5.3   For the purposes of Section 5.1, a business enterprise 
      with which Executive becomes associated as an officer, employee, 
      agent, partner or director, shall be considered in "substantial direct 
      competition" if, during a period when such competition is prohibited, 
      such business enterprise is a financial institution, a bank, or a bank 
      holding company, or is an affiliate of a bank holding company which is 
      engaged in any business within the scope of the business engaged in by 
      the Company or any affiliate of the Company at the time in question, 
      which business enterprise has an office or a branch located in any 
      county where the Company or any affiliate of the Company at the time 
      in question has an office or branch, or has an office or branch 
      located in any county contiguous to any such county.

            5.4   In the event of a breach by Executive of the provisions of 
      Section 5.1 or 5.2 above, the Company shall be entitled to terminate 
      any payments or benefits provided to Executive hereunder and shall be 
      entitled to such other relief, including injunctive relief, as may be 
      permitted in law or equity. No injunctive relief shall be awarded to 
      the Company if, on or before the thirtieth (30th) day after the 
      Company first brings a proceeding requesting injunctive relief, the 
      Executive repays to the Company all amounts (without interest) 
      previously paid by the Company to Executive pursuant to this Agreement 
      and Executive agrees to the reversal of any other benefit or credit 
      received by Executive hereunder. 

            5.5   The provisions of Section 5.2 shall survive the Term of 
      this Agreement and continue indefinitely. The provisions of Section 
      5.1 shall apply only for the period described therein.

      6.   Notices.

      All notices under this Agreement shall be in writing and shall be 
deemed effective when delivered in person to Executive or to the Secretary 
of the Company, or forty-eight (48) hours after deposit thereof in the U.S. 
mails, postage prepaid, addressed, in the case of the Executive, to his last 
known address as carried on the personnel records of the Company, and in the 
case of the Company, to its corporate headquarters, attention of the 
Secretary, or to such other address as the party to be notified may specify 
by notice to the other party.

      7.   Prior Agreements.

      This Agreement supersedes and replaces all prior agreements relating 
to the subject matter hereof, specifically including but not limited to the 
agreement dated December 21, 1994 between Banknorth Group and Executive.

      8.   Attorneys' Fees.

      If Executive or the Company commences or becomes a party to litigation 
for the purpose of enforcing any rights arising under this Agreement, the 
prevailing party shall be entitled to reimbursement from the losing party 
for all legal fees, costs and expenses incurred in connection with any such 
litigation.

      9.    Successors and Assigns.

      The rights and obligations of the Company under this Agreement shall 
inure to the benefit of and shall be binding upon the successors and assigns 
of the Company. The rights and obligations of Executive under this Agreement 
shall inure to the benefit of and shall be binding upon Executive's heirs 
and successors. Executive may not assign his rights and obligations under 
this Agreement.

      10.   Severability.

      If any of the terms or conditions of this Agreement shall be declared 
void or unenforceable by any court or administrative body of competent 
jurisdiction, such term or condition shall be deemed severable from the 
remainder of this Agreement, and the other terms and conditions of this 
Agreement shall continue to be valid and enforceable.

      11.   Construction.

      This Agreement shall be construed under the laws of the State of 
Vermont applicable to contracts executed and to be performed exclusively 
within such state. Headings are for convenience only and shall not be 
considered a part of the terms and provisions of the Agreement. This 
Agreement may be modified only by a writing signed by the parties.

      IN WITNESS WHEREOF, Banknorth Group, Inc. has caused this Agreement to 
be executed by a duly authorized officer and Executive has hereunto set his 
hand and seal as of the day and year first above written.

EXECUTIVE                              BANKNORTH GROUP, INC.


/s/ George W. Dougan                   By:/s/ William H. Chadwick
<<Name>>                               Its duly authorized agent