CHANGE-IN-CONTROL AGREEMENT
                         ---------------------------

      This Agreement is effective as of the 9th day of July, 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 (position title), Banknorth 
Group, Inc. 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.

_____________________________     By: ________________________________
<<Name>>                              Its duly authorized agent


07/01/98