EMPLOYMENT AGREEMENT

      THIS AGREEMENT is made as of July, 31, 1998, by and between BANKNORTH 
GROUP, INC., a Delaware corporation (the "Company") and GEORGE W. DOUGAN 
(the "Executive").

                                 WITNESSETH:

      WHEREAS, the Company has entered into an Affiliation Agreement and 
Plan of Reorganization and a related Agreement and Plan of Merger (together, 
the "Merger Agreement"), with Evergreen Bancorp, Inc. ("Evergreen"), dated 
as of July 31, 1998, providing for the merger of Evergreen with and into the 
Company (the "Merger"); and

      WHEREAS, the Executive currently serves as Chairman of the Board and 
Chief Executive Officer of Evergreen;

      WHEREAS, the Company believes that the Executive's experience as the 
Chairman of the Board and Chief Executive Officer of Evergreen and his 
knowledge of and reputation in the markets currently served by Evergreen 
would be of great value to the Company after the Merger; and

      WHEREAS, the parties hereto desire to provide for the Executive's 
employment by the Company upon and following consummation of the Merger;

      NOW THEREFORE, in consideration of the mutual covenants contained 
herein, the Company and the Executive agree as follows:

      1.    Employment.  The Company agrees to employ the Executive and the 
Executive agrees to be employed by the Company on the terms and conditions 
hereinafter set forth.

      2.    Duties.  During the term of the Executive's employment 
hereunder, the Executive shall serve, subject to the supervision and 
direction of the President and the Board of Directors of the Company, as the 
Vice Chairman and shall focus on strategic planning, merger and acquisition 
opportunities and identification and solicitation of new business.

      3.    Commencement Date and Term.  The commencement date (the 
"Commencement Date") of this Agreement shall be the date upon which the 
Merger becomes effective.  Subject to the provisions of Section 5, the term 
of the Executive's employment hereunder shall be for three (3) years from 
the Commencement Date.  The last day of such term is herein sometimes 
referred to as the "Expiration Date."

      4.    Compensation and Benefits.  The compensation and benefits 
payable by the Company to the Executive under this Agreement shall be as 
follows:

            (a)  Salary.  For all services rendered by the Executive under 
      this Agreement, the Company shall pay the Executive a base salary at 
      the rate of $225,000 per year (the "Base Compensation").  The 
      Executive's salary shall be payable in periodic installments in 
      accordance with the Company's usual practices for its senior 
      executives.

            (b)  Regular Benefits; Bonuses.  The Executive shall also be 
      entitled to participate in the Company's Management Incentive 
      Compensation Plan and Equity Compensation Plan, as each may be from 
      time to time in effect, upon the same terms and conditions as other 
      senior executives of the Company.  Such participation shall be subject 
      to (i) the terms of the applicable plan documents and applicable 
      federal and state laws, (ii) generally applicable policies of the 
      Company, and (iii) the discretion of the Board of Directors of the 
      Company or any administrative or other committee as provided for in or 
      contemplated by such plan.  The parties hereto agree that for the 
      purpose of calculating bonus compensation under the Banknorth Group, 
      Inc. Management Incentive Compensation Plan, the Executive shall have 
      the same Grade Level and Target Award (expressed as a percentage of 
      base salary) as the Chief Financial Officer of the Company.

            (c)  Business Expenses.  The Company shall reimburse the 
      Executive for all reasonable travel and other business expenses 
      incurred by him in the performance of his duties and responsibilities, 
      subject to such reasonable requirements with respect to substantiation 
      and documentation as may be specified by the Company.

            (d)  Vacation.  The Executive shall be entitled to four (4) 
      weeks of vacation per year, to be taken at such times and intervals as 
      shall be determined by the Executive with the approval of the Company, 
      which approval shall not be unreasonably withheld.  Such vacation 
      shall be pro-rated for any employment period less than a full year.

            (e)  Executive's Home.  To facilitate the relocation of the 
      Executive, at such time as may be mutually agreed to by the Company 
      and the Executive, the Company shall, within thirty (30) days after 
      the Commencement Date, purchase the Executive's home for its then 
      market value as determined by an independent, professional appraiser.  
      The Company shall pay all real estate transfer recordation fees 
      incurred in connection with such purchase.

      5.    Termination by the Company.
            ---------------------------

      (a)  Death or Disability.  In the event of the Executive's death or 
disability (as defined below), this Agreement shall terminate immediately 
and the Company shall be obligated only to pay compensation or other 
benefits actually earned or accrued through such date, without prejudice to 
any other rights or benefits that the Executive is entitled to as a 
consequence thereof.  "Disability" means the Executive's probable and 
expected inability as a result of physical or mental incapacity to 
substantially perform his duties for the Company on a full-time basis for a 
period of six (6) months.  The determination of whether the Executive 
suffers a Disability shall be made by a physician reasonably acceptable to 
both the Executive (or his personal representative) and the Company.

      (b)  Termination for Cause.  The Company may terminate this Agreement 
and the Executive's employment hereunder immediately for (i) any intentional 
acts or conduct by the Executive involving moral turpitude; (ii) any gross 
negligence by the Executive in complying with the terms of this Agreement or 
in performing his duties for the Company; (iii) any intentional act of 
dishonesty in the performance of his duties for the Company; (iv) deliberate 
and intentional refusal by the Executive during the term of this Agreement, 
other than by reason of incapacity due to illness or accident, to obey 
lawful directives from the Board of Directors, or if the Executive shall 
have breached any obligation under this Agreement and such breach of this 
Agreement shall result in a demonstrable, material injury to the Company, 
and the Executive shall have failed to remedy such alleged breach within ten 
(10) days from his receipt of written notice from the Secretary of the 
Company demanding that he remedy such alleged breach.  In the event of a 
termination pursuant to this Subsection 5(b), the Executive will not be 
entitled to any further benefits or compensation under this Agreement.

      (c)  Termination by Notice.  The Company shall have the additional 
right to terminate this Agreement and the Executive's employment without 
cause by giving the Executive written notice of termination.  Such 
termination will be effective immediately upon receipt of notice by the 
Executive or on such other date as is stated in the notice.  In the event of 
a termination pursuant to this Subsection 5(c), the Executive will be 
entitled only to  continuation of his Base Compensation and the payment of 
the bonus compensation as provided in Section 4(b) (including the Grade 
Level and Target Award as specified therein), calculated based upon the 
Executive's Base Compensation on the date of termination, for the remainder 
of the original term of this Agreement.

      6.    Termination by the Executive.
            -----------------------------

      (a)  Termination With Good Reason.  The Executive may terminate his 
employment if he determines, in good faith, that there has been a 
significant reduction in the authorities, powers, functions, duties or 
responsibilities assigned to him pursuant to Section 2, or because of any 
other material breach by the Company of the terms hereof.  In the event of 
any such alleged breach, the Executive shall specify by written notice, 
within a reasonable time not to exceed, except in the case of a continuing 
breach, thirty (30) days after the event giving rise to the notice, to the 
Company of the breach relied on for such termination.  The Company shall 
have thirty (30) days from the receipt of such notice to cure such alleged 
breach.  If the Executive remains unsatisfied that the action taken by the 
Company cures the alleged breach, the matter shall be determined by binding 
arbitration through an arbitrator approved by the American Arbitration 
Association or other arbitrator mutually acceptable to the parties.  If the 
arbitrator determines that there was a breach and that it was not adequately 
cured within the time permitted, then the Executive's employment hereunder 
shall be deemed terminated upon written notice to that effect given to the 
Company by the Executive, and the Executive shall thereupon be entitled to 
the benefits and remedies specified in Subsection 5(c) of this Agreement.

      (b)  Termination Without Good Reason.  In addition, the Executive may 
terminate his employment without good reason at any time by giving thirty 
(30) days notice in writing.  Upon the effective date of  such notice the 
Company will not owe the Executive any compensation or benefits except as 
required by law, except for compensation or benefits actually earned or 
accrued through the date of termination.

      7.    Effect of Termination.  Notwithstanding any other provision of 
this Agreement, the Executive agrees that upon termination of this 
Agreement, he shall continue to be bound by the terms of Sections 8, 9 and 
10 hereof.

      8.    Covenant Not to Compete.  (a)  Covenant.  For a period of two 
(2) years following the expiration or termination of this Agreement for any 
reason, the Executive shall not serve as an officer or director of a 
depository financial institution (including any holding company thereof) 
that is not an affiliate of the Company and that is located or has an office 
or offices in any of the towns in the states of Vermont, New Hampshire, 
Massachusetts, or New York in which the Company or any of its subsidiaries 
maintains banking offices.

      (b)  Injunctive Relief.  The Executive acknowledges that through his 
employment with the Company he has and will have access to valuable 
confidential information of the Company as well as the opportunity to build 
good will among the Company's customer base and those of its subsidiary 
banks.  The Executive acknowledges that the covenant not to compete is a 
reasonable means of protecting and preserving the Company's investment in 
the Executive, its confidential information and customer good will.  The 
Executive agrees that any breach of this covenant may result in irreparable 
damage and injury to the Company, and that the Company will be entitled to 
injunctive relief in any court of competent jurisdiction without the 
necessity of posting any bond.

      (c)  Enforceability of Covenant.  The Executive and the Company agree 
that the Executive's obligations under the covenant not to compete contained 
herein is separate and distinct from other provisions of this Agreement, and 
the failure or alleged failure of the Company to perform its obligations 
under any other provisions of this Agreement (other than its payment 
obligations hereunder) shall not constitute a defense to the enforceability 
of this covenant not to compete.

      9.    Covenant Not to Solicit.
            ------------------------

      (a)  Special Value of the Executive's Services.  The parties 
acknowledge: (i) that the Company is engaged in the business of banking 
throughout Vermont, New Hampshire, Massachusetts, and in the northern and 
eastern parts of upstate New York, (ii) that the Executive's services under 
this Agreement require special expertise and talent in the area of 
management in the aforementioned business; (iii) that such expertise has 
been built up over the years; (iv) that the Executive has been well 
compensated and will continue to be well compensated under this Agreement 
for the expertise and knowledge which he possesses; and (v) that due to the 
Executive's special experience and talent, the loss of the Executive's 
services to the Company under this Agreement cannot be reasonably or 
adequately compensated by damages in an action at law.

      (b)  Non-Solicitation of Customers.  For a period of two (2) years 
following the expiration or termination of this Agreement for any reason, 
the Executive shall not attempt to solicit or accept, directly or by 
assisting others, any business from the customers or prospective customers 
of the Company (or any of its subsidiaries) whom the Executive has served or 
solicited on behalf of the Company during the course of his employment 
hereunder.

      (c)  Injunctive Relief.  The Executive acknowledges that the covenant 
not to solicit contained herein is a reasonable means of protecting and 
preserving the Company's investment in the Executive.  The Executive agrees 
that any breach of this covenant may result in irreparable damage and injury 
to the Company, and that the Company will be entitled to injunctive relief 
in any court of competent jurisdiction without the necessity of posting any 
bond.

      (d)  Enforceability of Covenant.  The Executive and the Company agree 
that the Executive's obligations under the covenant not to solicit contained 
herein is separate and distinct from other provisions of this Agreement, and 
the failure or alleged failure of the Company to perform its obligations 
under any other provisions of this Agreement (other than its payment 
obligations hereunder) shall not constitute a defense to the enforceability 
of this covenant not to solicit.

      10.   Nondisclosure of Confidential Information.
            ------------------------------------------

      (a)  Confidential Information Defined.  As used in this Agreement, the 
term "Confidential Information" shall mean all information that is not 
generally disclosed or known to persons not employed by the Company, and 
shall include, without limitation, any customer lists or customer account 
information of the Company and any non-public matters concerning the 
financial affairs and management of the Company.

      (b)  Nondisclosure of Confidential Information.  Throughout the term 
of this Agreement and any renewal periods hereunder, and for a period of two 
(2) years following the expiration or termination of this Agreement, the 
Executive shall not, either directly or indirectly, transmit or disclose any 
Confidential Information to any person, concern or entity.

       (c)  Injunctive Relief.  Executive acknowledges that the 
nondisclosure covenant contained herein is a reasonable means of protecting 
and preserving the Company's interest in the confidentiality of the 
Confidential Information.  The Executive agrees that any breach of such 
covenant may result in irreparable damage and injury to the Company and that 
the Company will be entitled to injunctive relief in any court of competent 
jurisdiction without the necessity of posting any bond.

      (d)  Enforceability of Covenant.  The Executive and the Company agree 
that the Executive's obligations under the nondisclosure covenant contained 
herein is separate and distinct from other provisions of this Agreement, and 
the failure or alleged failure of the Company to perform its obligations 
under any provisions of this Agreement (other than its payment obligations 
hereunder) shall not constitute a defense to the enforceability of the 
nondisclosure covenant.

      11.   Withholding.  All payments made by the Company under this 
Agreement shall be net of any tax or other amounts required to be withheld 
by the Company under applicable law.

      12.   Supplemental Executive Retirement Plan Benefit; Certain Other 
Benefits.  Notwithstanding anything to the contrary in the Evergreen 
Bancorp, Inc. Supplemental Executive Retirement Plan (the "SERP") or the 
Employment Agreement by and between Evergreen and the Executive, dated 
December 19, 1996 (the "Evergreen Employment Agreement"), the Executive 
shall be entitled to commence receiving actuarially adjusted (in accordance 
with the terms of the SERP) Early Retirement benefit payments under the SERP 
as of April 1, 1999.  The Company and the Executive agree that (a) the 
Executive waives his right to (i) continued health and life insurance 
coverage under Section 13(c)(ii)(C) of the Evergreen Employment Agreement, 
(ii) additional compensation and employment credit for purposes of the SERP 
and other retirement plans under Sections 13(c)(ii)(D) and 13(c)(ii)(E) of 
the Evergreen Employment Agreement and (iii) the vesting of his accrued 
benefit under the SERP upon the occurrence of a "Change in Control" (within 
the meaning of the SERP and the Evergreen Employment Agreement), and (b) 
that the benefits waived pursuant to the preceding clause (a) will not be 
treated as "Severance Payments" for purposes of calculating the limitation 
imposed by Section 13(c)(ii)(G) of the Evergreen Employment Agreement.  
After the Commencement Date, the Executive shall accrue no additional 
benefits under the SERP; provided, however, that the Executive's accrued 
benefit (determined based on the Executive's service and compensation 
through the Commencement Date) under the SERP shall become fully vested as 
of the earlier of (i) the Executive's Disability (within the meaning of the 
SERP), or (ii) March 7, 1999, provided that the Executive does not 
voluntarily terminate his employment with the Company other than for Good 
Reason prior to such date.  In the event of the Executive's death on or 
after the Commencement Date and before March 7, 1999, the Executive shall be 
treated for purposes of Section 6.3 of the SERP as an "Active Participant" 
on the date of his death.  Notwithstanding Section 3 hereof, the second 
sentence of this Section 12 shall be effective as of the date hereof.

      13.   Assignment; Successors and Assigns, etc.  Neither the Company 
nor the Executive may make any assignment of this Agreement or any interest 
herein, by operation of law or otherwise, without the prior written consent 
of the other party; provided, however, that the Company may assign its 
rights under this Agreement without the consent of the Executive in the 
event the Company shall hereafter effect a reorganization, consolidate with 
or merge into any other person, or transfer all or substantially all of its 
properties or assets to any other Person.  This Agreement shall inure to the 
benefit of and be binding upon the Company and the Executive, their 
respective successors, executors, administrators, heirs and permitted 
assigns.  In the event of the Executive's death prior to the completion by 
the Company of all payments due him under this Agreement, the Company shall 
continue such payments to the Executive's beneficiary designated in writing 
to the Company prior to his death (or to his estate, if he fails to make 
such designation).

      14.   Enforceability.  If any portion or provision of this Agreement 
shall to any extent be declared illegal or unenforceable by a court of 
competent jurisdiction, then the remainder of this Agreement, or the 
application of such portion or provision in circumstances other than those 
as to which it is so declared illegal or unenforceable, shall not be 
affected thereby, and each portion and provision of this Agreement shall be 
valid and enforceable to the fullest extent permitted by law.

      15.   Waiver.  No waiver of any provision hereof shall be effective 
unless made in writing and signed by the waiving party.  The failure of any 
party to require the performance of any term or obligation of this 
Agreement, or the waiver by any party of any breach of this Agreement, shall 
not prevent any subsequent enforcement of such term or obligation or be 
deemed a waiver of any subsequent breach.

      16.   Notices.  Any notices, requests, demands, and other 
communications provided for by this Agreement shall be sufficient if in 
writing and delivered in person or sent by registered or certified mail, 
postage prepaid, to the Executive at the last address the Executive has 
filed in writing with the Company or, in the case of the Company, at its 
main office, attention of the Secretary.

      17.   Amendment.  This Agreement may be amended or modified only by a 
written instrument signed by the Executive and by a duly authorized 
representative of the Company.

      18.   Governing Law.  This is a Vermont contract and shall be 
construed under and be governed in all respects by the laws of the State of 
Vermont without regard to choice or conflict of law principles.

      IN WITNESS WHEREOF, this Agreement has been executed as a sealed 
instrument by the Executive and by the Company, by its duly authorized 
officer, as of the date first above written.


                                  /s/ George W. Dougan
                                  ----------------------------------------
                                  GEORGE W. DOUGAN

                                  BANKNORTH GROUP, INC.

                                  By: /s/ William H. Chadwick
                                      ------------------------------------
                                  Its: President & Chief Executive Officer
                                       -----------------------------------


                       ACKNOWLEDGMENT  OF ARBITRATION

      Each party understands that Section 6(a) of this agreement sets forth 
an agreement to arbitrate.  After  signing this document, each party 
understands that they will not be able to bring a lawsuit concerning any 
dispute that may arise which is covered by such Section, unless it involves 
a question of constitutional or civil rights.  Instead, each party agrees to 
submit any such dispute to an arbitrator as set forth in such Section.



                                  BANKNORTH GROUP, INC.

/s/ George W. Dougan              By: /s/ William H. Chadwick
-----------------------------         -------------------------------
George W. Dougan
                                  Its: President & Chief Executive Officer
                                       -----------------------------------




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