Banknorth Group, Inc.

                   Supplemental Employees Retirement Plan

                               First Amendment


      WHEREAS, Banknorth Group, Inc. (the "Employer") established the
Banknorth Group, Inc. Supplemental Employees Retirement Plan (the "Plan")
Effective January 1, 1995, and

      WHEREAS, the Employer reserves the right to amend the Plan from time
to time in accordance with Section 8.03 thereof, and

      WHEREAS, the Employer now desires to amend the Plan;

      NOW, THEREFOR, the Plan is hereby amended effective January 1, 1996,
as follows:

A.    Section 401(ii) is hereby deleted and the following new Section
      4.01(ii) is substituted in lieu thereof:

      (ii)    The benefit which would have been payable under the terms of
              the Retirement Plan if the definition of compensation under
              the Retirement Plan included compensation in excess of Section
              401(a)(17) of the Code, if the limits under Section 415 of the
              Code did not apply, and if Credited Service included the
              Additional Credited Service as specified in Appendix C shall
              be calculated."

B.    The following new sentence shall be added to Section 5.1:

      "For the purpose of determination of a Participant's vested status
      under this Plan, Credited Service shall include the Additional Credited
      Service as specified in Appendix C."

C.    The following new Appendix C shall be added:

                                 "APPENDIX C

                                                    Additional
                      Name                       Credited Service
                      ----                       ----------------

                Richard Collins                      5 Years"

      IN WITNESS WHEREOF, Banknorth Group, Inc. has caused this instrument
to be executed in its name and on its behalf this   7th   day of
February,   1996,


                                       BANKNORTH GROUP, INC.


                                       By:  /s/
                                           ----------------------------------


                                       Its:   Executive Vice President
                                           ----------------------------------



Attest:

/s/
-----------------------------------
Witness


                                       (Seal)



                            Banknorth Group, Inc.

                   Supplemental Employees Retirement Plan

                              Second Amendment


      WHEREAS, Banknorth Group, Inc. (the "Employer") established the
Banknorth Group, Inc. Supplemental Employees Retirement Plan (the "Plan")
Effective January 1, 1995, and

      WHEREAS, the Employer reserves the right to amend the Plan from time
to time in accordance with Section 8.03 thereof, and

      WHEREAS, the Employer now desires to amend the Plan;

      NOW, THEREFOR, the Plan is hereby amended effective January 1, 1997,
as follows:

      Appendix B is hereby amended to include the attached.


      IN WITNESS WHEREOF, Banknorth Group, Inc. has caused this instrument
to be executed in its name and on its behalf this   4th   day of
November,   1996,


                                       BANKNORTH GROUP, INC.


                                       By:  /s/
                                           ---------------------------------


                                       Its:  Senior Vice President
                                           ---------------------------------


Attest:

/s/
-----------------------------------
Witness


                                       (Seal)


=============================================================================
Memorandum

-----------------------------------------------------------------------------

To:        Compensation Committee
From:      William H. Chadwick
Date:      07-29-1996
Subject:   Owen Becker



As you know, Owen Becker continues to be a key member of this senior
management team of Banknorth. I find his leadership and counsel a welcome
addition to the Executive Team and the Policy Group. His experiences prior
to joining Banknorth have provided a different and quite valuable
perspective on our company as we plan our growth and strategy.

When Owen joined us, it was clear we were getting someone with special and
unique talents at a "below market" compensation package. Also, because of
his personal situation, he did not avail himself of our benefit program.

In order to address Owen's total compensation package, I would like to
provide him with an additional benefit under the Banknorth Group
Supplemental Employee Retirement Plan ("SERP"). The attached letter from
our pension consultants at Watson Wyatt give a detailed overview of the
SERP benefit I am recommending. The highlights of the benefit are as
follows:

      *    If Owen "retires" prior to vesting in our qualified plan, he
           will receive a benefit under the SERP of a $1,000 per month at
           age 65.

      *    If Owen "retires" with a vested benefit under the Qualified
           Plan, the total benefit of integrating the qualified benefit
           and this SERP benefit will not exceed $2,000 per month.

I would appreciate your review of and concurrence with this
recommendation.

If you have additional questions please contact either me or Mike New
(860-5581).

Thank you.


                         WATSON WYATT   [LETTERHEAD]


July 25, 1996

PERSONAL AND CONFIDENTIAL

Mr. Michael J. New
Managing Director of Human Resources
Banknorth Group, Inc.
P. O. Box 366
Burlington, Vermont 05402-0366


Dear Mike:

The purpose of this letter is to summarize the benefits we discussed for
Owen Becker under Banknorth's qualified pension plan and SERP. Once Mr.
Becker's SERP benefit arrangement has been approved by Banknorth, we will
amend the plan document to incorporate the agreed upon provisions.

Mr. Becker became a participant in the qualified retirement plan as of
January 1, 1996. His benefits under the plan will be determined based on
his final average compensation (subject to Internal Revenue Code
limitations) and Banknorth service as of his retirement date. In order to
receive a benefit from the plan, Mr. Becker will need to complete at least
five years of service with Banknorth. Based on his hire date of Janaury 3,
1995, Mr. Becker will become vested once he completes 1,000 hours of
service during 1999.

If Mr. Becker earns more than $150,000 during 1996 (and the Compensation
Committee of the Board of Directors does not take action to prohibit his
participation), he will become a participant in the SERP as of January 1,
1997. The SERP will provide Mr. Becker with the benefits he "loses" in the
qualified plan due to the application of IRS compensation and benefit
limitations. This "excess plan" feature of the SERP, together with the
qualified plan, will provide Mr. Becker with a benefit equal to what he
would receive under the qualified plan formula if there were no
limitations. As in the qualified plan, the SERP currently requires
participants to complete at least five years of service to be vested in a
benefit.

In addition to the benefits described above, the SERP will provide the
following:

      *    If Mr. Becker leaves Banknorth before becoming vested, he will
           receive $1,000 per month for life payable at age 65 or

      *    If Mr. Becker leaves Banknorth after becoming vested, he will
           receive a monthly benefit for life payable at age 65 equal to
           the excess of $2,000 over his qualified plan benefit.

Thus, if Mr. Becker leaves after three years, his pension from Banknorth
(payable as a life annuity at age 65) will consist solely of $1,000 per
month paid from the SERP. He would not receive a qualified plan benefit or
"excess plan" from the SERP since he would not be vested in those
benefits.

If Mr. Becker leaves after six years and has a qualified plan benefit of
$1,200 per year then he will receive $800 from the SERP under the special
arrangement. He would also be entitled to his "excess plan" benefit from
the SERP attributable to the benefits lost in the qualified plan due to
IRS limitations.

SERP benefits will be payable in the same form as Mr. Becker chooses for
his qualified plan benefit (if he is vested when he retires). If Mr.
Becker elects a form of benefit which provides some level of death benefit
coverage to his spouse or beneficiary the benefit reduction factors which
apply (or would apply) to his qualified plan benefit will also be used to
reduce his SERP benefit. Since ten years of service is required to receive
an early retirement benefit from the qualified plan and SERP, Mr. Becker
will not be eligible to begin receiving any benefits before age 65.

If you have any questions, please call.


Very truly yours,


Michael A. Hluska
Associate, Society of Actuaries

MAH: mrg

cc: Mr. James F. Obernesser