[LOGO]

                            Banknorth Group, Inc.

                   Management Incentive Compensation Plan


                                    1999




                                CONFIDENTIAL


                                 OBJECTIVES
                                 ----------

*   Increase executive focus on implementation of strategic plans to further 
    (1) growth in  earnings, (2) return on assets and equity and (3) 
    increase total return to shareholders.

*   Increase executive focus on decisions to improve earnings and returns in 
    their subsidiary.

*   Improve executive focus in decision-making on what is in the best 
    interests of Banknorth Group, Inc. and reward for continuously improving 
    relative performance against peer banks.

*   Provide a reasonable opportunity for payout consistent with stockholder 
    expectations and Company performance.

*   Facilitate attracting, retaining and motivating the highest caliber of 
    management employees.

                              PLAN DESCRIPTION
                              ----------------

I.    THRESHOLD LEVEL

      There will be no awards made under the Incentive Compensation Plan 
      ("the Plan") unless Banknorth Group, Inc. performs at a minimum of 75% 
      of plan overall for the Return on Average Assets (ROAA), Return on 
      Average Equity (ROAE), Efficiency Ratio and the ratio of Non 
      Performing Assets to Total Assets (NPA/TA) targets, after accruing for 
      all plan awards.

II.   CORPORATE PERFORMANCE

      Corporate performance awards will be based on (1) ROAA, (2) ROAE, (3) 
      Efficiency Ratio, and (4) the NPA/TA measured against performance 
      targets.  The Net Income used will be before accounting changes.  
      Accounting changes, for the purposes of this Plan, will mean changes 
      to Generally Accepted Accounting Principles (FASB) and one-time, 
      publicly disclosed merger related expenses.  Refer to Exhibit 1 for 
      1999 corporate performance targets.

III.  SUBSIDIARY UNIT PERFORMANCE

      Bank performance awards will be based on subsidiary (1) Net Income,  
      (2) ROAA, (3) Efficiency Ratio and (4) NPA/TA measured against 
      performance targets. Mortgage and Stratevest Group  performance awards 
      will be based on subsidiary (1) Net Income and (2) Profit Margin as 
      measured against performance targets. Refer to Exhibit 2 for 1999 
      subsidiary performance targets.

      For purposes of this Plan, Corporate and Subsidiary NPA/TA results 
      will be modified according to the schedule contained in Exhibit 4.

IV.   INDIVIDUAL PERFORMANCE

      Bank presidents and executives will have a portion of their 
      performance awards based upon the attainment of certain individual 
      goals.  The performance goals focus on the attainment of objectives in 
      support of the Strategic Plan.  Goals for the bank presidents will be 
      based on total bank results and will include loan and deposit growth, 
      non-interest income, referral goals and shoppers survey results.  The 
      weighting of each goal will be consistent among all banks.  Refer to 
      Exhibit 3 for individual goals for bank presidents.

      Bank executives' goals will be based on individual performance 
      standards determined by the president and reviewed by the CBO.  Goals 
      will vary in scope and importance based on the functional area of each 
      bank executive.  Specific individual goals will be provided by the 
      bank president and reviewed with each bank executive.

      Performance awards may be modified at the discretion of the CEO and by 
      approval of the Compensation Committee of the Board.  Any modification 
      of an individual executive's awards will be based upon that 
      executive's performance against key performance objectives, not 
      measured otherwise in the corporate and subsidiary unit performance 
      awards.

V.    INTERNAL PERFORMANCE MODIFICATION

      Participants' target awards will be modified based on actual 
      performance against annual performance targets.  Award modifications 
      for corporate, subsidiary and individual performance goals range from 
      50% to 150% of a participant's target award, based on actual 
      performance level.  Please refer to Exhibit 4 for details on the 
      internal performance modifier.

VI.    RELATIVE EXTERNAL PERFORMANCE MODIFICATION

      Participants' target awards will be further modified by comparing 
      Banknorth Group, Inc.'s performance against a peer group of similar 
      sized banks.  The relative performance to peers will be determined by 
      the ranking of a weighted average percentile for ROAE, weighted at 
      two, and relative total return to shareholders weighted at one.  The 
      modification factor for relative performance is listed in Exhibit 5.

VII.  GRADE LEVELS AND TARGET AWARDS

      Grade levels and the corresponding targets for 1999 are as follows:

<TABLE>

               <S>                      <C>
               Grade 36        -        50% of base salary

               Grade 35        -        40% of base salary

               Grades 33 & 34  -        35% of base salary

               Grades 31 & 32  -        25% of base salary

               Grade 30        -        20% of base salary

               Grade 29        -        15% of base salary

</TABLE>

      Base salary for each participant will equal the regular base salary 
      (does not include incentive pay, bonuses or disability pay) earned in 
      1999 during the period they were employed in the grade level.

VIII. ELIGIBILITY

      An eligible participant must be employed in grade 29 or above prior to 
      July 1 of the plan year. Persons hired or promoted into eligible 
      positions prior to July 1 of the plan year will have their potential 
      award pro-rated.  Eligible participants may be assigned by the CEO to 
      alternate compensation levels during the year due to changes in pay 
      grade or job responsibilities.  In such cases, their award will be 
      pro-rated based on time employed in differing levels.

      Persons in grade 29 or above participating in other company-sponsored 
      incentive plans will not be eligible to participate in this Plan.

      An eligible participant must be an active employee on December 31, 
      1999  to receive any award.

IX.   INDIVIDUAL PERFORMANCE AWARDS

      Corporate Executives:

      Incentive compensation awards are determined for participants based 
      100% on corporate performance.

      Bank Presidents:

      Incentive compensation awards are determined for participants based 
      50% on corporate performance, 25% on respective subsidiary unit 
      performance and 25% on individual performance.

      Subsidiary Presidents (STR and BMC):

      Incentive compensation awards are determined for participants based 
      75% on corporate performance and 25% on respective subsidiary unit 
      performance.

      Bank Executives:

      Incentive compensation awards are determined for participants based 
      25% on corporate performance, 50% on respective subsidiary unit 
      performance, and 25% on individual performance.

      Subsidiary Executives (STR and BMC):

      Incentive compensation awards are determined for participants based 
      50% on corporate performance and 50% on respective subsidiary unit 
      performance.

      Eligible participants may be assigned to alternate categories based on 
      transfers, reorganization, or other factors.  Awards may either be 
      pro-rated based on time in the business unit or based solely on the 
      business unit in which the participants spent the most time, at the 
      discretion of the CEO.

X.    OTHER PROVISIONS

      All plan calculations will be made based upon the audited year end 
      financial statement.  No awards will be made until the date of the 
      audit opinion and adjustments, if any, have been approved by the 
      Banknorth Group, Inc. Compensation Committee. The Board reserves the 
      right to adjust performance targets and/or payouts under this plan in 
      cases of significant non-recurring events.

                  EXAMPLES OF INCENTIVE COMPENSATION AWARDS

EXAMPLE 1:
----------
Assumptions:
*  Corporate Executive
*  Grade level 31
*  Base salary $100,000
*  Corporate Performance Level against Performance Targets: 105% 
   (refer to Exhibit 4)
*  Banknorth Group, Inc. %ile against peer banks: 57th percentile 
   (refer to Exhibit 5)

TARGET AWARD:  $100,000 X 25% = $25,000

INTERNAL PERFORMANCE MODIFIER:  $25,000 X 110% = $27,500

EXTERNAL PERFORMANCE MODIFIER:   $27,500 X 120% = $33,000

------------------------------------------------
|     INCENTIVE COMPENSATION AWARD: $33,000     |
------------------------------------------------

EXAMPLE 2:
----------
Assumptions:
*  Bank Executive
*  Grade Level 30
*  Base salary $75,000
*  Corporate Performance Level against Performance Targets: 105% (refer to 
   Exhibit 4)
*  Bank Performance Level against Performance Targets: 100% (refer to 
   Exhibit 4)
*  Individual Performance Level against Performance Targets: 85% (refer to 
   Exhibit 4)
*  Banknorth Group, Inc. %ile against peer banks: 57th percentile (refer to 
   Exhibit 5)

TARGET AWARD:  $75,000 X 20% = $15,000

INTERNAL PERFORMANCE MODIFIER:

      25% PARENT COMPANY: $3,750 X 110% = $4,125
      50% BANK:  $7,500 X 100% = $7,500
     25% INDIVIDUAL: $3,750 X 70% = $2,625
     TOTAL: $14,250

EXTERNAL MODIFIER:   $14,250 X 120% = $17,100

------------------------------------------------
|     INCENTIVE COMPENSATION AWARD: $17,100     |
------------------------------------------------

                             A GLOSSARY OF TERMS

Earning assets
Interest-bearing deposits with banks, securities available for sale, 
investment securities, loans (net of unearned income), federal funds sold 
and securities purchased under agreements to resell.

Efficiency ratio
Total other operating expenses, excluding goodwill amortization, 
OREO/repossession expense and other non-recurring expenses, as a percentage 
of net interest income, on a fully taxable equivalent basis, and total other 
operating income, excluding securities gains/losses and non-recurring items.

Non-performing assets
When other real estate owned (OREO) and repossessed assets are added to non-
performing loans, the result is defined as non-performing assets.

Relative total shareholder return
The relative appreciation of Banknorth Group stock plus dividends paid over 
the plan year compared to the peer group banks.

Return on average assets (ROA)
Net income as a percentage of average total assets.

Return on average shareholders' equity (ROE)
Net income as a percentage of average shareholders' equity.

Net Income
Income less expenses, net of taxes.


                                  EXHIBIT 4

                        Internal Performance Modifier

<TABLE>
<CAPTION>

         Performance Level as %      % of Target Award
         of Performance Targets

                  <S>                       <C>
                  125%                      150%
                  120%                      140%
                  115%                      130%
                  110%                      120%
                  105%                      110%
                  100%                      100%
                   95%                       90%
                   90%                       80%
                   85%                       70%
                   80%                       60%
                   75%                       50%
</TABLE>

NOTE:  No awards will be paid if performance falls below 75% of target.


                          NPA/TA Modifier Schedule

<TABLE>
<CAPTION>

        Year-End NPA/TA Results    % of Performance Target

              <S>                           <C>
              .50% or less                  110%
              .51%-.74%                     100%
              .75% or more                   90%

</TABLE>

                                  EXHIBIT 5

                        External Performance Modifier

<TABLE>
<CAPTION>

             Banknorth %ile          External
          Performance  Against     Performance
             The Peer Banks          Modifier

            <S>                        <C>
            76-100%ile                 150%
            56-75%ile                  120%
            46-55%ile                  100%
            36-45%ile                   85%
            26-35%ile                   75%

            Less than 25%ile             0%

</TABLE>