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 Own 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