CHANGE-IN-CONTROL AGREEMENT


      Agreement effective as of the 24th day of March, 1997, by and between 
BANKNORTH GROUP, INC., a bank holding company, 300 Financial Plaza, 
Burlington, Vermont (hereinafter "BNG"), and JOHN M. KEEL, the Executive 
Vice President, Chief Information Officer of BNG, of  Solon, Ohio 
(hereinafter "Executive").

      WHEREAS, Executive is now Executive Vice President, Chief Information 
Officer of BNG (hereinafter the "Position"); and

      WHEREAS, BNG wishes to secure the future services of Executive in the 
Position; and

      WHEREAS, in order to induce Executive to remain in the Position, BNG 
wishes to assure Executive of the benefits of certain compensation in the 
event of a Change-in-Control of BNG; and

      WHEREAS, Executive is willing to enter into this Agreement for such 
periods 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 
BNG, the parties agree as follows:

      1.  Term of Agreement.

            1.1  This Agreement shall remain in effect indefinitely;
      provided, however, that either Executive or BNG may terminate this
      Agreement on a future date certain by delivering written notice to
      the other party not less than one (1) month prior to the future
      termination date.

       2.  Change-in-Control.

            2.1  A "Change-in-Control" shall be deemed to have occurred, for 
      all purposes of this Agreement, if any "Person", as defined in Section 
      2.2,  has acquired control of BNG.  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 BNG;

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

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

            2.2  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 BNG 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.

            2.3  If during the Term of this Agreement a Change-in-Control 
      occurs, BNG shall be contractually bound to employ the Executive for a 
      period of two years from the effective date of such Change-in-Control 
      (the "Contract Term").  During the Contract Term the Executive's 
      employment with BNG shall end without further liability of BNG only if 
      the Executive's employment terminates as provided in Section 2.4.  If 
      (i) BNG terminates Executive's employment for any reason other than 
      for Cause (defined herein), or (ii) 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 benefits as are provided in Section 3.1 for the 
      Contract Term, unless such period terminates earlier under Section 
      2.4.  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 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 upon BNG or any 
      affiliate thereof.

            2.4  Notwithstanding the provisions of Section 2.3, the Contract 
      Term shall terminate upon the occurrence of one or more of the 
      following events:

                  (a)  Executive's attainment of the age of 65, unless 
            otherwise agreed;

                  (b)  Executive's attainment of the age of 62, if he shall 
            have given the Board of Directors of BNG six (6) months' written 
            notice of his desire to take early retirement;

                  (c)  the death of Executive;

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

                  (e)  the Executive's "permanent disability" defined as 
            Executive's inability by reason of physical or mental illness to 
            fulfill his obligations hereunder for the reasonably foreseeable 
            future, as determined by the Board of Directors of BNG after 
            considering all relevant medical evidence.

            2.5  Executive has no duty to mitigate damages in the event of 
      an involuntary termination.  BNG's obligations to Executive under 
      Article 3 are subject to Executive's compliance with the provisions of 
      Article 6.

       3.  Compensation.

            3.1  BNG shall, for the Contract Term, make the following 
       payments and provide the following benefits to Executive if he is 
       then employed by BNG or if his employment with BNG has ended through 
       an involuntary termination:

                  (a)  Executive's base salary immediately prior to the 
            Change-in- Control shall be continued for the Contract Term 
            subject to increase as set forth below.  Salary compensation so 
            determined shall be paid in accordance with BNG's normal payroll 
            practices.  Executive's base salary will be increased annually 
            at a rate no less than the prior year's increase in the Consumer 
            Price Index For All Urban Consumers, All Items, as published by 
            the U.S. Department of Labor, Bureau of Labor Statistics.

                  (b)  Executive during the Contract Term shall continue to 
            participate in any employee welfare or retirement plan or 
            program of BNG available generally to employees of BNG to the 
            extent that such continued participation is possible under the 
            general terms and provisions of such plans and programs.  Such 
            plans may include plans for hospital services, medical services, 
            major medical, dental, disability, survivor benefits, employees' 
            pension plan and profit sharing plan.  In the event Executive is 
            unable to continue participation in any such plan or program, 
            Executive annually shall be entitled to receive for the Contract 
            Term an amount equal to the average annual contributions, 
            payments, credits, or allocations made by BNG to him, to his 
            account, or on his behalf over the three (3) year period (or 
            such shorter period if the plan or program has not been in 
            effect for Executive for 3 years) preceding termination of 
            employment, provided that with respect to hospital, medical, 
            dental, major medical, survivor, disability and other similar 
            insurance benefit plans provided by BNG in which continued 
            participation is not possible, Executive shall in addition be 
            entitled to receive from BNG an amount reasonably necessary to 
            permit Executive to obtain comparable substitute benefits or 
            coverage.  Partial years shall be prorated.

                  (c)  Executive's benefits provided pursuant to BNG's Long-
            Term Incentive Plan (Stock Option Program) shall not be affected 
            by the provisions of this Agreement, and no supplemental 
            payments shall be made by BNG with respect to the Long-Term 
            Incentive Plan; Executive's rights under the Long-Term Incentive 
            Plan shall be determined exclusively under such plan and 
            separate agreements, if any, between Executive and BNG entered 
            into pursuant to such plan.

                  (d)  During the remainder of the Contract Term, BNG 
            annually shall pay Executive an amount equal to the average cash 
            bonuses paid to Executive under the Short-Term Incentive 
            Compensation Plan for the three (3) consecutive calendar year 
            periods (or the period of Executive's participation in such plan 
            if less than three (3) years) ending on the last day of the 
            calendar year preceding the year in which Executive's employment 
            is terminated.  Such amount shall be paid annually in the same 
            manner and at the same time as such benefits are paid to Plan 
            participants generally.  Partial years shall be prorated.

                  (e)  Notwithstanding the foregoing, BNG 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.  In the event any such excess parachute payment is made 
            to Executive for any reason, Executive agrees to reimburse BNG 
            in the amount of such payment upon demand.

       4.  Termination for Good Reason.

            4.1  If Executive, by written notice to the Board of Directors
      of BNG, terminates his employment at any time during the Contract Term
      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 phrase "Good Reason" shall mean
      a material reduction in position responsibility and authority vested
      in Executive, a compensation or benefit reduction contrary to the
      terms of this Agreement, a required relocation outside of the state in
      which Executive's principal office is now situated, or a significant
      change in Executive's reporting relationships.

      5.  Benefits.

            5.1  Executive is now a participant, and in the future may 
      become a participant, in certain arrangements for the benefit of 
      Executive and/or executive officers, including, but not limited to, 
      the following:

                  (a)  Long-Term Incentive (Stock Option) Plan; and

                  (b)  Short-Term Incentive Compensation Plan.

      This Agreement shall in no way affect Executive's participation in 
      such plans or arrangements, except as otherwise expressly provided 
      herein.

       6.  Noncompetition Provisions.

            6.1  During the Contract Term, Executive shall not become an 
      officer, employee, agent, partner, or director of any business 
      enterprise in substantial direct competition (as defined below) with 
      BNG or with any subsidiary of BNG, as the business of BNG, or any 
      subsidiary of BNG may be constituted at the time of termination of 
      Executive's employment.

            6.2  For the purposes of Section 6.1, 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 a subsidiary of a bank holding company which is 
      engaged in any business within the scope of the business then engaged 
      in by BNG or any subsidiary of BNG, which business enterprise has an 
      office or a branch located in any county where BNG or any subsidiary 
      of BNG has a branch or an office or located in any county contiguous 
      to any such county.

            6.3  Except as provided in Section 6.4, in the event of a breach 
      by Executive of the noncompetition provisions of Section 6.1, BNG 
      shall be entitled to terminate the payment of all compensation, 
      payments and benefits to Executive and shall be entitled to such other 
      relief, including injunctive relief, as may be permitted in law or 
      equity.

            6.4  In the event of a breach by Executive of the noncompetition 
      provisions of Section 6.1, after an involuntary termination, the 
      termination of payment of such compensation to Executive shall be the 
      sole remedy of BNG.

       7.  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 BNG, 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 BNG, and in the case of BNG, 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.

      8.  Prior Agreements.

            This Agreement supersedes and replaces all prior agreements 
      relating to the subject matter hereof.

      9.  Attorneys' Fees.

            If it becomes necessary for Executive or BNG to commence or 
      become 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.

      10.  Successors and Assigns.

            The rights and obligations of BNG under this Agreement shall 
      inure to the benefit of and shall be binding upon the successors and 
      assigns of BNG.  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.

      11.  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.

      12.  Construction.

            This Agreement shall be construed under the laws of the State of
      Vermont.  Article 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/ John M. Keel                       By:  /s/  Michael J. New
John M. Keel                           Its duly authorized agent