Trust Agreement
                               ---------------

                                   between

                           Mid-Coast Bancorp, Inc.

                                     and

                           Merrill Merchants Bank


                                   for the

                       Recognition and Retention Plan
                         of Mid-Coast Bancorp, Inc.





                   ______________________________________






                     Entered into as of October __, 1997


                              TABLE OF CONTENTS

                                                                 Page

                                  Article I

                                 Trust Fund

Section 1.1  Trust Fund                                            1
Section 1.2  Collection of Contributions                           2
Section 1.3  Non-diversion of Funds                                2

                                 Article II

                        Investment and Administration

Section 2.1  In General                                            2
Section 2.2  Liquidity                                             3
Section 2.3  Trustee's Administrative Authority                    3
Section 2.4  Investment Decisions                                  5
Section 2.5  Exercise of Voting Rights with Respect to Shares      5
Section 2.6  Response to Tender Offers and Similar Events          6

                                 Article III

                            Trustee and Committee

Section 3.1  Committee                                             6
Section 3.2  Trustee's Reliance                                    7
Section 3.3  Legal Counsel                                         7
Section 3.4  Liability under the Plan                              7
Section 3.5  Indemnification                                       7

                                 Article IV

                      Distributions from the Trust Fund

Section 4.1  In General                                            8
Section 4.2  Direction by the Committee                            8
Section 4.3  Method of Payment                                     8


                                  Article V

                             Trustee's Accounts

Section 5.1  Accounts                                              9
Section 5.2  Valuation of Trust Fund                               9
Section 5.3  Reports to the Committee                              9
Section 5.4  Right of Judicial Settlement                         10
Section 5.5  Enforcement of Agreement                             10

                                 Article VI

                       Taxes; Compensation of Trustee

Section 6.1  Taxes                                                10
Section 6.2  Compensation of Trustee; Expenses                    10

                                 Article VII

                     Resignation and Removal of Trustee

Section 7.1  Resignation or Removal of Trustee                    11
Section 7.2  Appointment of Successor                             11
Section 7.3  Succession                                           11
Section 7.4  Successor Bound by Agreement                         12

                                Article VIII

                          Amendment and Termination

Section 8.1  Amendment and Termination                            12


                                 Article IX

                                Miscellaneous

Section 9.1  Binding Effect; Assignability                        12
Section 9.2  Governing Law                                        13
Section 9.3  Notices                                              13
Section 9.4  Severability                                         14
Section 9.5  Waiver                                               14
Section 9.6  Non-Alienation                                       14
Section 9.7  Compliance with Securities Laws                      14
Section 9.8  Headings                                             14
Section 9.9  Construction of Language                             14
Section 9.10 Counterparts                                         15


                               TRUST AGREEMENT
                               ---------------
                                   for the
                       Recognition and Retention Plan
                         of Mid-Coast Bancorp, Inc.
                      _________________________________


      This Agreement ("Agreement") is made as of October __, 1997, by and 
between Mid-Coast Bancorp, Inc., a business corporation organized under the 
laws of the State of Delaware and having its executive offices at 1768 
Atlantic Highway, Box 589, Waldoboro, Maine 04572 ("Company"), and Merrill 
Merchants Bank, a corporation organized under the laws of the United States 
of America and having an office at 201 Main Street, Bangor, Maine 04401 
("Trustee").


                            W i t n e s s e t h :
                            ---------------------


      Whereas, the Company has, by action of its Board of Directors, adopted 
the Recognition and Retention Plan of Mid-Coast Bancorp, Inc. (the "Plan") 
to promote the growth and profitability of the Company and to provide 
eligible directors, certain key officers and employees of the Company 
("Participants") with an incentive to achieve corporate objectives, to 
attract and retain directors, key officers and employees of outstanding 
competence and to provide such directors, officers and employees with an 
equity interest in the Company; and

      Whereas, the Company has, in accordance with the terms of the Plan, 
appointed a Compensation Committee ("Committee") to administer the Plan; and

      Whereas, the Plan contemplates the establishment and continuance of a 
trust so long as the Plan remains in effect, to which contributions will be 
made from time to time, to be accepted, invested and maintained in 
accordance with this Agreement;

      Now, Therefore, in consideration of the premises and the mutual 
covenants contained herein, the Company and the Trustee hereby agree as 
follows:


                                  Article I
                                  ---------

                                 Trust Fund
                                 ----------


      Section 1.1  Trust Fund.
                   -----------

      The Company hereby establishes with the Trustee a trust, pursuant to 
the Plan, in which shall be deposited such common stock, par value $1.00 per 
share, of Mid-Coast Bancorp, Inc. ("Shares") and such sums of money as shall 
from time to time be paid or delivered to or deposited with the Trustee by 
or with the approval of the Company in accordance with terms of the Plan.  
All such Shares and all such sums of money, all investments and 
reinvestments thereof and all earnings, appreciation and additions allocable 
thereto, less losses, depreciation and expenses allocable thereto and any 
payments made therefrom as authorized under the Plan or this Agreement shall 
constitute the "Trust Fund."  The Trust Fund shall be held, managed and 
administered by the Trustee, IN TRUST, and dealt with in accordance with the 
provisions of this Agreement and in accordance with any funding policy or 
guidelines established under the Plan that are communicated in writing to 
the Trustee.


      Section 1.2  Collection of Contributions.
                   ----------------------------

      The Trustee shall have no authority over and shall have no 
responsibility for the collection of any contributions to the Trust Fund 
required under the Plan, nor shall it have any authority to bring any action 
or proceeding to enforce the collection of any such amount or to make 
inquiry as to whether any such contributions received by it were properly 
collected or computed in accordance with the terms of the Plan.


      Section 1.3  Non-diversion of Funds.
                   -----------------------

      No part of the Trust Fund other than such part as may be used to 
defray expenses and taxes properly charged to the Trust Fund under the Plan 
or this Agreement shall be used for or diverted to purposes other than for 
the exclusive benefit of Participants and their beneficiaries prior to the 
satisfaction of all of the Company's liabilities under the Plan.


                                 Article II
                                 ----------

                        Investment and Administration
                        -----------------------------


      Section 2.1  In General.
                   -----------

      The Trust Fund shall be held by the Trustee and shall be invested and 
reinvested as hereinafter provided in this Article II, without distinction 
between principal and income and without regard to the restrictions of the 
laws of the State of Maine, or of any other jurisdiction, relating to the 
investment of trust funds.  The Trust Fund shall be invested pursuant to 
directions given in accordance with section 2.4.


      Section 2.2  Liquidity.
                   ----------

      Notwithstanding any provisions of this Article II to the contrary, the 
Trustee, in its sole discretion or as the Committee shall request, may 
retain uninvested cash or cash balances, and sell, to provide cash or cash 
balances, such investments in whatever portion of the Trust Fund that it may 
deem advisable.  Pending investment, the Trustee, in its sole discretion, 
may temporarily invest any funds held or received by it for investment in 
any savings account, time or other interest bearing deposit or in any other 
interest bearing obligation of any one or more savings banks, savings and 
loan associations, banks and other financial institutions, including the 
Trustee and any subsidiary of the Company, in interest bearing debt 
obligations of any private or governmental entity having a term to maturity 
of one year or less, and in any regulated investment company, common trust 
fund or other pooled investment fund, whether or not sponsored or managed by 
the Trustee or an affiliate thereof, the investments of which consist 
primarily of such accounts and obligations.


      Section 2.3  Trustee's Administrative Authority.
                   -----------------------------------

      (a)  In addition to and not by way of limitation of any other powers 
conferred upon the Trustee by law or by other provisions of this Agreement, 
but subject to the provisions of section 1.3 and this Article II, the 
Trustee is authorized and empowered:

            (i)  to sell, exchange, convey, transfer or dispose of and also 
      to grant options with respect to any property, whether real or 
      personal, at any time held by it, and any sale may be made by private 
      contract or by public auction, and for cash or upon credit, or partly 
      for cash and partly upon credit, and no person dealing with the 
      Trustee shall be bound to see to the application of the purchase money 
      or to inquire into the validity, expediency or propriety of any such 
      sale or other disposition;

            (ii)  to retain, manage, operate, repair and rehabilitate and to 
      mortgage or lease for any period any real estate held by it and, in 
      its discretion, cause to be formed any corporation or trust to hold 
      title to any such real property;

            (iii)  unless otherwise agreed to and subject to section 2.5, to 
      vote in person or by proxy on any stocks, bonds, or other securities 
      held by it, to exercise any options appurtenant to any stocks, bonds 
      or other securities for the conversion thereof into other stocks, 
      bonds or securities, or to exercise any rights to subscribe for 
      additional stocks, bonds or other securities and to make any and all 
      necessary payment therefor and to enter into any voting trust;

            (iv)  with respect to any investment, to join in, dissent from, 
      or oppose any action or inaction of any corporation, or of the 
      directors, officers or stockholders of any corporation, including, 
      without limitation, any reorganization, recapitalization, 
      consolidation, liquidation, sale or merger;

            (v)  to settle, adjust, compromise, or submit to arbitration any 
      claims, debts or damages due or owing to or from the Trust Fund; and

            (vi)  to deposit any property with any protective, 
      reorganization or similar committee, to delegate power thereto and to 
      pay and agree to pay part of its expenses and compensation and any 
      assessments levied with respect to any property so deposited.

      In exercising such powers with respect to any portion of the Trust 
Fund that is invested in the discretion of the Trustee pursuant to section 
2.2, the Trustee shall act in its discretion.

      (b)  In addition to and not by way of limitation of any other powers 
conferred upon the Trustee by law or other provisions of this Agreement, the 
Trustee is authorized and empowered, in its discretion:

            (i)  to commence or defend suits or legal proceedings, and to 
      represent the Trust Fund in all suits or legal proceedings in any 
      court or before any other body or tribunal;

            (ii)  to register securities in its name or in the name of any 
      nominee or nominees with or without indication of the capacity in 
      which the securities shall be held, or to hold securities in bearer 
      form, but the books and records of the Trustee shall at all times show 
      that such investments are part of the Trust Fund;

            (iii)  to borrow or raise moneys for the purposes of the Trust 
      Fund from any lender, except the Trustee in its individual capacity, 
      and for any sum so borrowed to issue its promissory note as Trustee 
      and to secure the repayment thereof by pledging all or any part of the 
      Trust Fund, and no person lending money to the Trustee shall be bound 
      to see the application of the money loaned or to inquire into the 
      validity, expediency or propriety of any such borrowing;

            (iv)  to make distributions in cash or in Shares upon the 
      direction of the Committee;

            (v)  to employ such agents, counsel and accountants as the 
      Trustee shall deem advisable and to pay their reasonable expenses and 
      compensation;

            (vi)  to make, execute, acknowledge, and deliver any and all 
      deeds, leases, assignments and instruments; and

            (vii)  generally to do all acts which the Trustee may deem 
      necessary or desirable for the administration and protection of the 
      Trust Fund.


      Section 2.4  Investment Decisions.
                   ---------------------

      The Trustee shall invest and reinvest the Trust Fund in accordance 
with the directions of the Committee.  The Trustee shall be under no duty or 
obligation to review any investment to be acquired, held or disposed of 
pursuant to directions of the Committee nor to make any recommendation with 
respect to the disposition or continued retention of any such investment.  
The Trustee shall have no liability or responsibility for its actions or 
inaction pursuant to the direction of, or its failure to act in the absence 
of directions from, the Committee.  The Company hereby agrees to indemnify 
the Trustee and hold it harmless from and defend it against any claim or 
liability which may be asserted against the Trustee by reason of any action 
or inaction by it pursuant to a direction by the Committee or failing to act 
in the absence of any such direction.  To the extent that the Committee does 
not furnish directions as to the investment of any portion of the Trust Fund 
that is subject to its direction, the Trustee shall invest and reinvest the 
Trust Fund (a) in Shares and (b) to the extent that it is not practicable to 
invest and reinvest the Trust Fund in Shares, in any savings account, time 
or other interest bearing deposit or in any other interest bearing 
obligation of any one or more savings banks, savings and loan associations, 
banks and other financial institutions, including the Trustee and any 
subsidiary of the Company, in interest bearing debt obligations of any 
private or governmental entity having a term to maturity of one year or 
less, and in any regulated investment company, common trust fund or other 
pooled investment fund, whether or not sponsored or managed by the Trustee 
or an affiliate thereof, the investments of which consist primarily of such 
accounts and obligations.


      Section 2.5  Exercise of Voting Rights with Respect to Shares.
                   -------------------------------------------------

      (a)  Except to the extent provided in section 2.5(b), the Committee 
shall direct the Trustee as to the manner of exercise of voting rights 
appurtenant to Shares held in the Trust Fund.  The Trustee shall act in 
accordance with the directions that it receives from the Committee for each 
matter as to which voting rights are to be exercised and shall refrain from 
exercising the voting rights appurtenant to Shares held in the Trust Fund in 
the absence of such directions.  The Trustee shall have no discretion over 
or responsibility or liability for its actions taken in accordance with such 
directions, or for its failure to exercise such voting rights in the absence 
of such directions.

      (b)  Notwithstanding section 2.5(a), if and to the extent requested in 
writing by the Committee, the Trustee shall solicit and accept directly from 
Participants directions as to the manner of exercise of any voting rights in 
connection with Shares held in the Trust Fund.  In such event, the Trustee 
shall act in accordance with the directions that it receives from each 
Participant for each matter as to which voting rights are to be exercised 
and shall refrain from exercising such voting rights in the absence of 
directions as to how to exercise such voting rights.  The Trustee shall have 
no discretion over or responsibility or liability for its actions taken in 
accordance with such directions, or for its failure to exercise such voting 
rights in the absence of such directions.


      Section 2.6  Response to Tender Offers and Similar Events.
                   ---------------------------------------------

      (a)  Except to the extent provided in section 2.6(b), the Committee 
shall direct the Trustee as to the manner of exercise of any rights to 
tender Shares held in the Trust Fund or otherwise act in response to any 
tender offer with respect to Shares or any other offer to purchase, 
exchange, redeem or otherwise transfer such Shares.  The Trustee shall act 
in accordance with the directions that it receives from the Committee for 
each matter as to which such rights are to be exercised and shall refrain 
from taking any action in response to such an offer in the absence of such 
directions.  The Trustee shall have no discretion over or responsibility or 
liability for its actions taken in accordance with such directions, or for 
its failure to exercise such rights in the absence of such directions.

      (b)  Notwithstanding section 2.6(a), if and to the extent requested in 
writing by the Committee, the Trustee shall solicit and accept directly from 
Participants directions as to the manner of exercise of any rights to tender 
Shares held in the Trust Fund or otherwise act in response to any tender 
offer with respect to such Shares or any other offer to purchase, exchange, 
redeem or otherwise transfer such Shares.  In such event, the Trustee shall 
act in accordance with the directions that it receives from each Participant 
for each matter as to which rights are to be exercised and shall refrain 
from taking any actions in response to such an offer in the absence of such 
directions.  The Trustee shall have no discretion over or responsibility or 
liability for its actions taken in accordance with such directions, or for 
its failure to exercise such rights in the absence of such directions.


                                 Article III
                                 -----------

                            Trustee and Committee
                            ---------------------


      Section 3.1  Committee.
                   ----------

      The Company shall certify to the Trustee the names and specimen 
signatures of the members of the Committee appointed by the Company to 
administer the Plan and give directions to the Trustee.  Such certification 
shall include directions as to the number of signatures required for any 
communication or direction to the Trustee.  The Company shall promptly give 
notice to the Trustee of changes in the identity of the membership of the 
Committee.  The Committee may also certify to the Trustee the name of any 
person, together with a specimen signature of any such person, authorized to 
act for it in relation to the Trustee.  The Committee shall promptly give 
notice to the Trustee of any change in any person authorized to act on 
behalf of it.  For all purposes under this Agreement, until any such notice 
is received by the Trustee, the Trustee shall be fully protected in assuming 
that the membership of the Committee and the authority of any person 
certified to act in its behalf remain unchanged.


      Section 3.2  Trustee's Reliance.
                   -------------------

      The Trustee may rely and act upon any certificate, notice or direction 
of the Committee, or of a person authorized to act on its behalf, or of the 
Company which the Trustee believes to be genuine and to have been signed by 
the person or persons duly authorized to sign such certificate, notice, or 
direction.


      Section 3.3  Legal Counsel.
                   --------------

      The Trustee may consult with legal counsel (who may be counsel to the 
Company) concerning any question which may arise under this Agreement, and 
the opinion of such counsel shall be full and complete protection with 
respect to any action taken, or omitted, by the Trustee hereunder in good 
faith in accordance with the opinion of such counsel.


      Section 3.4  Liability under the Plan.
                   -------------------------

      The duties and obligations of the Trustee shall be limited to those 
expressly set forth in this Agreement, notwithstanding any reference herein 
to the Plan.  The Trustee shall not be obliged to take or defend any action 
or participate in or proceed with any suit or legal or administrative 
proceeding which might subject it to substantial cost or expense or 
liability unless first indemnified by the Company in an amount and by 
security satisfactory to it against all losses, costs, damages and expenses 
which may result therefrom or be occasioned thereby.


      Section 3.5  Indemnification.
                   ----------------

      The Company shall pay and shall protect, indemnify and save harmless 
the Trustee and its officers, employees and agents from and against any and 
all losses, liabilities (including liabilities for penalties), actions, 
suits, judgments, demands, damages, costs and expenses (including reasonable 
attorneys' fees and expenses) of any nature arising from or relating to any 
action or any failure to act by the Trustee, its officers, employees and 
agents with respect to the transactions contemplated by this Trust 
Agreement, including any claim made by the Company or its successors that 
this Trust Agreement is invalid or ultra vires, except to the extent that 
any such loss, liability, action, suit, judgment, demand, damage, cost or 
expense is the result of the negligence of the Trustee (determined by 
reference to customary trust company standards) or willful misconduct of the 
Trustee, its officers, employees or agents.


                                 Article IV
                                 ----------

                      Distributions from the Trust Fund
                      ---------------------------------


      Section 4.1  In General.
                   -----------

      The Trustee shall make distributions from the Trust Fund in such 
amounts, at such times, and to such persons as the Committee may, from time 
to time, direct.


      Section 4.2  Direction by the Committee.
                   ---------------------------

      (a)  A direction by the Committee to make a distribution from the 
Trust Fund shall:

            (i)  be made in writing;

            (ii)  specify the amount of the payment or the number of Shares 
      to be distributed, the date such payment is to be made, the person to 
      whom payment is to be made, and the address to which the payment is to 
      be sent; and

            (iii)  be deemed to certify to the Trustee that such direction 
      and any payment pursuant thereto are authorized under the terms of the 
      Plan.

      (b)  The Trustee shall be entitled to rely conclusively on the 
Committee's certification of its authority to direct a payment without 
independent investigation.  The Trustee shall have no liability to any 
person with respect to payments made in accordance with the provisions of 
this Article IV.


      Section 4.3  Method of Payment.
                   ------------------

      Payments of money by the Trustee may be made by its check payable to 
the order of the payee designated by the Committee and mailed to the payee 
in care of the Company.  Distributions of Shares shall be made by causing 
the Company, or its transfer agent, to issue to the distributee a stock 
certificate evidencing ownership of the designated number of Shares.  To the 
extent that any distribution of Shares to any person requires the 
registration of such Shares under the securities or blue sky laws of the 
United States or any state, or otherwise requires any governmental 
approvals, the Company shall undertake to complete such registration or 
obtain such approvals at its sole expense.


                                  Article V
                                  ---------

                             Trustee's Accounts
                             ------------------


      Section 5.1  Accounts.
                   ---------

      The Trustee shall keep accurate and detailed accounts of all 
investments, reinvestments, receipts and disbursements, and other 
transactions hereunder, and all such accounts and the books and records 
relating thereto shall be open to inspection at all reasonable times by the 
Company or the Committee or persons designated by them.  The Trustee may 
rely and act upon any direction by the Committee with respect to the 
allocation of Shares in accordance with section 3.2.


      Section 5.2  Valuation of Trust Fund.
                   ------------------------

      The Trustee shall value or cause to be valued the Trust Fund as of the 
last business day of each fiscal year of the Company ("Valuation Date"), and 
shall report to the Committee the value of the Trust Fund as of such date, 
within a reasonable time after the first day of the month next succeeding 
each Valuation Date.


      Section 5.3  Reports to the Committee.
                   -------------------------

      (a)  Within seventy-five (75) days following the last day of each 
fiscal year of the trust, and within seventy-five (75) days following the 
effective date of the resignation or removal of the Trustee as provided in 
section 7.1, the Trustee shall render to the Committee a written account 
setting forth all investments, receipts, disbursements and other 
transactions affecting the Trust Fund, which account shall be mailed to the 
Committee.

      (b)  The Committee shall notify the Trustee in writing of any 
objection or exception to an account so rendered not later than sixty (60) 
days following the date on which the Account was mailed to the Committee, 
whereupon the Committee and the Trustee shall cooperate in resolving such 
objection or exception.

      (c)  If the Committee has not communicated in writing to the Trustee 
within sixty (60) days following the mailing of the account to the Committee 
any exception or objection to the account, the account shall become an 
account stated at the end of such sixty (60) day period. 

      (d)  Whenever an account shall have become an account stated as 
aforesaid, such account shall be deemed to be finally settled and shall be 
conclusive upon the Trustee, the Company and all persons having or claiming 
to have any interest in the Trust Fund or under the Plan, and the Trustee 
shall be fully and completely discharged and released to the same extent as 
if the account had been settled and allowed by a judgment or decree of a 
court of competent jurisdiction in an action or proceeding in which the 
Trustee, the Company, and all persons having or claiming to have any 
interest in the Trust Fund or under the Plan were parties.


      Section 5.4  Right of Judicial Settlement.
                   -----------------------------

      Notwithstanding the provisions of section 5.3, the Trustee, the 
Committee, and the Company, or any of them, shall have the right to apply at 
any time to a court of competent jurisdiction for the judicial settlement of 
the Trustee's account.  In any such case, it shall be necessary to join as 
parties thereto only the Trustee, the Committee and the Company; and any 
judgment or decree which may be entered therein shall be conclusive upon all 
persons having or claiming to have any interest in the Trust Fund or under 
the Plan.


      Section 5.5  Enforcement of Agreement.
                   -------------------------

      To protect the Trust Fund from expenses which might otherwise be 
incurred, the Company and the Committee shall have authority, either jointly 
or severally, to enforce this Agreement on behalf of all persons claiming 
any interest in the Trust Fund or under the Plan, and no other person may 
institute or maintain any action or proceeding against the Trustee or the 
Trust Fund in the absence of written authority from the Committee or a 
judgment of a court of competent jurisdiction that in refusing authority the 
Committee acted fraudulently or in bad faith.


                                 Article VI
                                 ----------

                       Taxes; Compensation of Trustee
                       ------------------------------


      Section 6.1  Taxes.
                   ------

      Any taxes that may be imposed upon the Trust Fund or the income 
therefrom shall be deducted from and charged against the Trust Fund.


      Section 6.2  Compensation of Trustee; Expenses.
                   ----------------------------------

      The Trustee shall receive for its services hereunder such compensation 
as may be agreed upon in writing from time to time by the Company and the 
Trustee and shall be reimbursed for its reasonable expenses, including 
counsel fees, incurred in the performance of its duties hereunder.  The 
Trustee shall deduct from and charge against the Trust Fund such 
compensation and all such expenses unless previously paid by the Company.  
Any such deduction and charge shall be applied first to any assets of the 
Trust Fund that have not been allocated to any employee under the terms of 
the Plan, and second, if and to the extent necessary proportionately to the 
assets allocated to employees under the terms of the Plan.


                                 Article VII
                                 -----------

                     Resignation and Removal of Trustee
                     ----------------------------------


      Section 7.1  Resignation or Removal of Trustee.
                   ----------------------------------

      The Trustee may resign as trustee hereunder at any time by giving 
sixty (60) days prior written notice to the Company.  The Company may remove 
the Trustee as trustee hereunder at any time by giving the Trustee prior 
written notice of such removal, which shall include notice of the 
appointment of a successor trustee.  Such removal shall take effect not 
earlier than sixty (60) days following receipt of such notice by the Trustee 
unless otherwise agreed upon by the Trustee and the Company.


      Section 7.2  Appointment of Successor.
                   -------------------------

      In the event of the resignation or removal of the Trustee, a successor 
trustee shall be appointed by the Company.  Except as is otherwise provided 
in section 7.l, such appointment shall take effect upon delivery to the 
Trustee of an instrument so appointing the successor and an instrument of 
acceptance executed by such successor, both of which instruments shall be 
duly acknowledged before a notary public.  If within sixty (60) days after 
notice of resignation shall have been given by the Trustee a successor shall 
not have been appointed as aforesaid, the Trustee may apply to any court of 
competent jurisdiction for the appointment of such successor.


      Section 7.3  Succession.
                   -----------

      (a)  Upon the appointment of a successor, the Trustee shall transfer 
and deliver the Trust Fund to such successor; provided, however, that the 
Trustee may reserve such sum of money as it shall in its sole discretion 
deem advisable for payment of its fees and all expenses in connection with 
the settlement of its account, and any balance of such reserve remaining 
after the payment of such charges shall be paid over to the successor 
trustee.  If such reserve shall be insufficient to pay such charges, the 
Trustee shall be entitled to recover the amount of any deficiency from the 
Company, from the successor trustee, or from both.

      (b)  Upon the completion of the succession and the rendering of its 
final accounts, the Trustee shall have no further responsibilities 
whatsoever under this Agreement.


      Section 7.4  Successor Bound by Agreement.
                   -----------------------------

      All the provisions of this Agreement shall apply to any successor 
trustee with the same force and effect as if such successor had been 
originally named herein as the trustee hereunder.


                                Article VIII
                                ------------

                          Amendment and Termination
                          -------------------------


      Section 8.1  Amendment and Termination.
                   --------------------------

      (a)  The Company may, at any time and from time to time, by instrument 
in writing executed pursuant to authorization of its Board of Directors, (i) 
amend in whole or in part any or all of the provisions of this Agreement, or 
(ii) terminate this Agreement and the trust created hereby; provided, 
however, that no amendment which affects the rights, duties or 
responsibilities of the Trustee may be made without the Trustee's consent.

      (b)  Any such amendment shall become effective upon receipt by the 
Trustee of the instrument of amendment and endorsement thereon by the 
Trustee of its consent thereto, if such consent is required.  Any such 
termination shall become effective upon the receipt by the Trustee of the 
instrument of termination; thereafter the Trustee, upon the direction of the 
Committee, shall liquidate the Trust Fund to the extent required for 
distribution and, after the final account of the Trustee has been approved 
or settled, shall distribute any Shares (and any related dividends or other 
related proceeds) allocated to Participants to such Participants and shall 
distribute the remaining balance of the Trust Fund in its hands to the 
Company.


                                 Article IX
                                 ----------

                                Miscellaneous
                                -------------


      Section 9.1  Binding Effect; Assignability.
                   ------------------------------

      This Agreement shall be binding upon, and the powers granted to the 
Company and the Trustee, respectively, shall be exercisable by the 
respective successors and assigns of the Company and the Trustee.  Any 
corporation which shall, by merger, consolidation, purchase, or otherwise, 
succeed to substantially all the trust business of the Trustee shall, upon 
such succession and without any appointment or other action by the Company, 
be and become successor trustee hereunder.


      Section 9.2  Governing Law.
                   --------------

      The Plan shall be construed and enforced in accordance with the laws 
of the State of Maine without giving effect to the conflict of laws 
principles thereof, except to the extent that  such laws are preempted by 
the federal laws of the United States of America.


      Section 9.3  Notices.
                   --------

      Any communication requested or permitted to be given under this 
Agreement, including any notice, direction, designation, certification, 
order, instruction, or objection shall be in writing and signed by the 
person authorized under the Plan to give the communication.  The person 
receiving such a communication shall be fully protected in acting in 
accordance therewith.  Any notice required or permitted to be given to a 
party hereunder shall be deemed given if in writing and hand delivered or 
mailed, postage prepaid, certified mail, return receipt requested, to such 
party at the following address or at such other address as such party may by 
notice specify:

      If to the Company:

            Mid-Coast Bancorp, Inc.
            1768 Atlantic Highway
            Box 589
            Waldoboro, Maine 04572

            Attention: Corporate Secretary
                       -------------------

      If to the Trustee:

            Merrill Merchants Bank
            P.O. Box 925
            Bangor, Maine 04402-0925

            Attention:  Mr. George H. Moore, Jr.
                        Senior Vice President, Trust and Investment Services
                        ----------------------------------------------------


      Section 9.4  Severability.
                   -------------

      The invalidity or unenforceability of any provision of this Agreement 
shall not affect the validity or enforceability of the remaining provisions.


      Section 9.5  Waiver.
                   -------

      Failure of any party to insist at any time or times upon strict 
compliance with any provision of this Agreement shall not be a waiver of 
such provision at such time or any later time unless in a writing designated 
as a waiver and signed by or on behalf of the party against whom enforcement 
of the waiver is sought.


      Section 9.6  Non-Alienation.
                   ---------------

      No interest, right or claim in or to any part of the Trust Fund or any 
payment therefrom shall be assignable, transferable or subject to sale, 
mortgage, pledge, hypothecation,  commutation, anticipation, garnishment, 
attachment, execution, or levy of any kind, and the Trustee and the 
Committee shall not recognize any attempt to assign, transfer, sell, 
mortgage, pledge, hypothecate, commute, or anticipate the same, except to 
the extent required by law.


      Section 9.7  Compliance with Securities Laws.
                   --------------------------------

      In the event that the Plan or any portion thereof, or any interest 
therein, by virtue of investments made in Shares, shall be deemed to be a 
"security" for purposes of the Securities Act of 1933, the Securities 
Exchange Act of 1934 or any other federal or state law, for which there is 
no exemption from the registration, reporting, blue sky or other 
requirements applicable to securities under such laws, the Company shall, at 
its sole cost and expense, take all such actions as are necessary or 
appropriate to comply with the requirements of such laws.  The Company 
hereby agrees to indemnify the Trustee and hold it harmless from and against 
any claim or liability, including any and all fees, costs and expenses 
arising from the registration and continuing registration of the Plan, any 
portion thereof or any interest therein, which may be asserted against the 
Trustee by reason of any determination that the Plan or any portion thereof, 
or any interest therein, constitutes such a security.


      Section 9.8  Headings.
                   ---------

      The headings of Articles and sections are included solely for 
convenience of reference.  If there is any conflict between such headings 
and the text of the Agreement, the text shall control.


      Section 9.9  Construction of Language.
                   -------------------------

      Whenever appropriate in this Agreement, words used in the singular may 
be read in the plural; words used in the plural may be read in the singular; 
and words importing the masculine gender shall be deemed equally to refer to 
the female gender or the neuter.  Any reference to a section number shall 
refer to a section of this Agreement, unless otherwise indicated.


      Section 9.10  Counterparts.
                    -------------

      This Agreement may be executed in any number of counterparts, each of 
which shall be deemed an original and all of which together shall constitute 
one and the same instrument.


      In Witness Whereof, the Company and the Trustee, respectively, have 
caused this Agreement to be executed in their corporate names and their 
corporate seals to be hereunto affixed and duly attested, all as of the date 
first above written.

                                       Mid-Coast Bancorp, Inc.


                                       By _________________________________
                                       Name:
                                       Title:

ATTEST:

___________________________________
          Secretary


      [Seal]

                                       Merrill Merchants Bank


                                       By _________________________________
                                       Name:
                                       Title:

ATTEST:

___________________________________
             
         Secretary


      [Seal]

STATE OF MAINE     )
                             : ss.:
COUNTY OF          )


      On this ____ day of ___________________, 1997, before me personally 
came ______________________, to me known, who, being by me duly sworn, did 
depose and say that (s)he resides at ___________________________________; 
that (s)he is the ______________________________ of Mid-Coast Bancorp, Inc., 
the business corporation described in and which executed the foregoing 
instrument; that (s)he knows the seal of said business corporation; that the 
seal affixed to said instrument is such business corporation's seal; that it 
was so affixed by order of the Board of Directors of said business 
corporation; and that (s)he signed his(her) name thereto by like order.



                                         __________________________________
                                                    Notary Public





STATE OF MAINE     )
                             : ss.:
COUNTY OF          )


      On this _____ day of _____, 1997, before me personally came 
________________, to me known, who, being by me duly sworn, did depose and 
say that (s)he resides at _________________________; that (s)he is the 
________________________ of Merrill Merchants Bank, the banking corporation 
described in and which executed the foregoing instrument; that (s)he knows 
the seal of said banking corporation; that the seal affixed to said 
instrument is such seal; that it was so affixed by order of the Board of 
Directors of said banking corporation; and that (s)he signed his(her) name 
thereto by like order.



                  
                                                    Notary Public
                                         __________________________________