Common use of Sch Clause in Contracts

Sch. A-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel........................................A-1 Exhibit B -- Form of Opinion of Trust's Special Delaware Counsel.........................B-1 BANKNORTH GROUP, INC. (a Maine corporation) and BANKNORTH CAPITAL TRUST II (a Delaware statutory business trust) 8,000,000 Capital Securities 8% Capital Securities (Liquidation Amount $25 Per Capital Security) UNDERWRITING AGREEMENT February 14, 2002 Keefe, Bruyette & Woods, Inc. Lehman Brothers Inc. as Represexxxxxvex xx xxx sexxxxx Underwxxxxxx c/o Lehman Brothers Inc. 745 Seventh Avenue Nex Xxxx, New York 10019 Ladies and Xxxxxxxxx: Xxxxxxxxx Xxxxxxx Xxxxx XX (xxx "Xxxst"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Keefe, Bruyette & Woods, Inc. ("Keefe, Bruyette"), Lehman Brothers Inc. ("Xehxxx Xxxxherx") xnd each ox xxx oxxxx Xxxerwrxxxxx named in Schedule X xxxeto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Keefe, Bruyette and Lehman Brothers are acting as Representatives (in xxxx caxxxxxx, the "Xxxxxxentatives") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 8% Capital Securities (liquidation amount $25 per capital security) in the respective numbers set forth in said Schedule A hereto (the "Capital Securities"). The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities referred to below. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Guarantee Agreement and will be used by the Trust to purchase $206,185,575 aggregate principal amount of 8% Junior Subordinated Debentures due April 1, 2032 (the "Debentures") issued by the Company. The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and William J. Ryan, Peter J. Verrill and Carol L. Mitchell, as administraxxxx xxxxxxxx (thx "Xxxxxxxxxxxxxe Truxxxxx" xxx xxxxxxer with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (Nos. 333-81980 and 333-81980-01), as amended by Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11, 2002 together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Sch. A-1 B-1 EXHIBITS Exhibit A -- A-- Form of Opinion of Company's Counsel......................................................... A-1 Exhibit B -- B-- Form of Opinion of Trust's Special Delaware Counsel........................... B-1 BANKNORTH GROUP, INC. Exhibit C-- Form of Lock-up Letter............................... C-1 FLEETBOSTON FINANCIAL CORPORATION (a Maine Rhode Island corporation) and BANKNORTH FLEET CAPITAL TRUST II VII (a Delaware statutory business trust) 8,000,000 Capital 20,000,000 Preferred Securities 87.20% Capital Preferred Securities (Liquidation Amount $25 Per Capital Preferred Security) UNDERWRITING PURCHASE AGREEMENT February 14September 10, 2002 Keefe, Bruyette 2001 Morxxx Xxaxxxx & WoodsCo. Incorporated Fleet Securities, Inc. Lehman Brothers Merxxxx Xxnch, Pierce, Fenxxx & Smixx Incorporated Salxxxx Xxxxx Xxrney Inc. as Represexxxxxvex xx xxx sexxxxx Underwxxxxxx c/o Lehman Brothers Inc. 745 Seventh Avenue Nex Morgan Staxxxx & Co. Incorporated 1580 Xxxxxxxx Xxx Xxxx, New York 10019 Ladies Xxx Xxxx 00000 Xadies and XxxxxxxxxGentlemen: Xxxxxxxxx Xxxxxxx Xxxxx XX Fleet Capital Trust VII (xxx the "XxxstTrust"), a statutory business trust organized created under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), ) confirms its agreement with KeefeMorxxx Xxaxxxx & Co. Incorporated ("Morxxx Xxaxxxx"), Bruyette & WoodsFleet Securities, Inc. ("Keefe, BruyetteFleet"), Lehman Brothers Inc. Merxxxx Xxnch, Pierce, Fenxxx & Smixx Xxcorporated ("Xehxxx XxxxherxMerxxxx Xxnxx"), Salxxxx Xxxxx Xxrxxx Xxc. ("Salxxxx Xxxxx Xxrney") xnd and each ox xxx oxxxx Xxxerwrxxxxx of the Underwriters named in Schedule X xxxeto A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KeefeMorxxx Xxaxxxx, Bruyette and Lehman Brothers are Xleet, Merxxxx Xxnxx xxd Salxxxx Xxxxx Xxrxxx xxe acting as Representatives (in xxxx caxxxxxxsuch capacity, the "XxxxxxentativesRepresentatives") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 87.20% Capital Preferred Securities (liquidation amount $25 per capital preferred security) in the respective numbers set forth in said Schedule A hereto (the "Capital Preferred Securities"). The Capital Preferred Securities are more fully described in the Prospectus (as defined below). The Capital Preferred Securities and the Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities referred to belowPreferred Securities. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Capital Preferred Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $206,185,575 515,463,925 aggregate principal amount of 87.20% Junior Subordinated Debentures due April 1, 2032 2031 (the "Debentures") issued by the Company. The Capital Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust Agreementof the Trust, to be dated as of Closing Time (the "Trust AgreementDeclaration"), among the Company, as sponsorSponsor, The Bank of New York, as property institutional trustee (the "Property Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and William J. RyanEugxxx X. XxXxxxx, Peter J. Verrill Xouxxxx X Xxxxxx xxd Johx X. Xxxxxxxxx, xs regular trustees (the "Regular Trustees" and Carol L. Mitchell, as administraxxxx xxxxxxxx (thx "Xxxxxxxxxxxxxe Truxxxxx" xxx xxxxxxer together with the Property Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Indenture Trustee"), as supplemented by the Second Supplemental Indenture, to be dated as of Closing Time (the "Second Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Capital Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (NosNo. 333-81980 and 333-81980-0136444), as amended by Pre-effective Amendment No. 1 thereto, including the related relevant forms of prospectus and preliminary prospectusprospectus supplement, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary Any prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such used before such registration statement, including the exhibits thereto, schedules thereto, if anystatement became effective, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Actany prospectus that omitted, at the time it became effective and including as applicable, the Rule 430A Information and or the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11, 2002 together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Sch. A-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel........................................Counsel to Popular and PNA....................................................... A-1 Exhibit B -- Form of Opinion of Trust's Puerto Rico Counsel for Popular and PNA.......................................... B-1 Exhibit C -- Form of Opinion of Special Delaware Counsel.........................B-1 BANKNORTH GROUPCounsel for PNA and the Trust....................................................................................... C-1 POPULAR, INC. (a Maine Puerto Rico corporation) and BANKNORTH POPULAR NORTH AMERICA, INC. (a Delaware Corporation) POPULAR NORTH AMERICA CAPITAL TRUST II I (a Delaware statutory business trust) 8,000,000 Capital Securities 8% 250,000 [-]% Capital Securities (Liquidation Amount $25 1,000 Per Capital Security) UNDERWRITING PURCHASE AGREEMENT February 14September [-], 2002 Keefe, Bruyette & Woods, Inc. Lehman Brothers 2004 Credit Suisse First Boston LLC X.X. Xxxxxx Securities Inc. as Represexxxxxvex xx xxx sexxxxx Underwxxxxxx Representatives of the several Underwriters c/o Lehman Brothers Inc. 745 Seventh Avenue Nex Credit Suisse First Boston LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, New York 10019 XX 00000-0000 Ladies and XxxxxxxxxGentlemen: Xxxxxxxxx Xxxxxxx Xxxxx XX Popular North America Capital Trust I (xxx the "XxxstTrust"), a statutory business trust organized created under the Business Statutory Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. Sections 3801 et seq.), Popular North America, Inc., a Delaware corporation ("PNA"), and Popular, Inc., a Puerto Rico corporation ("Popular"), each confirms its agreement with KeefeCredit Suisse First Boston LLC ("CSFB"), Bruyette & Woods, X.X. Xxxxxx Securities Inc. ("Keefe, Bruyette"), Lehman Brothers Inc. ("Xehxxx XxxxherxJPMorgan") xnd each ox xxx oxxxx Xxxerwrxxxxx named and, the other Underwriters listed in Schedule X xxxeto A hereto (collectively collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Keefe, Bruyette CSFB and Lehman Brothers JPMorgan are acting as Representatives (in xxxx caxxxxxxsuch capacity, the "XxxxxxentativesRepresentatives") ), with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 8% 250,000 [-]% Capital Securities (liquidation amount $25 1,000 per capital security) in the respective numbers set forth in said Schedule A hereto (the "Capital Securities"). The Capital Securities are more fully described will be guaranteed by Popular and PNA, to the extent set forth in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation of the Trust or redemption of the Capital Securities (collectively, the "Capital Securities GuaranteeGuarantees") pursuant to the Capital Securities Guarantee Agreement (the "Guarantee Agreement") ), to be dated as of Closing Time (as defined below), executed and delivered by the Company Popular, PNA and The Bank of New York X.X. Xxxxxx Trust Company, National Association (the "Guarantee Trustee"), a New York national banking corporation association, not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities referred to below. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act")Securities. The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company PNA of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Guarantee Agreement and will be used by the Trust to purchase $206,185,575 257,732,000 aggregate principal amount of 8% [-]% Junior Subordinated Debentures due April 1, 2032 2034 (the "Debentures") issued by PNA and guaranteed (the Company"Debenture Guarantees") by Popular. The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of Closing Time (the "Trust Agreement"), among the Popular, PNA, as Depositor, X.X. Xxxxxx Trust Company, as sponsor, The Bank of New YorkNational Association, as property trustee (the "Property Trustee"), The Chase Manhattan Bank of New York (Delaware)USA, National Association, as Delaware trustee (the "Delaware Trustee"), and William J. RyanXxxxx X. Xxxxxxxx, Peter J. Verrill an individual, and Carol L. MitchellXxxxxxx Xxxxxxx, an individual, as administraxxxx xxxxxxxx administrative trustees (thx the "Xxxxxxxxxxxxxe TruxxxxxAdministrative Trustees," xxx xxxxxxer and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures and the Debenture Guarantees will be issued pursuant to an Indenture, dated as of Closing Time a Junior Subordinated Indenture (the "Indenture"), to be dated as of the Closing Time, between the Company and The Bank of New YorkPNA, as issuer, Popular, as guarantor, and X.X. Xxxxxx Trust Company, National Association, as indenture trustee (the "Debenture Indenture Trustee"). The Capital Securities, the Capital Securities Guarantee Guarantees, the Debentures and the Debentures Debenture Guarantees are collectively referred to herein as the "Securities." This Agreement, the Trust Agreement, the Guarantee Agreement, the Indenture and the Expense Agreement (as defined herein) are collectively referred to as the "Operative Documents"). Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company Popular, PNA and the Trust each understands that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. Popular, PNA and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (NosNo. 333-81980 118197, 000-000000-00 and 333-81980-01118197 02), as amended by Pre-effective Amendment No. 1 thereto, including the related relevant forms of prospectus and preliminary prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, Popular, PNA and the Company Trust will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term Any prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 ActAct and the Rule 430A Information, if any, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if anyeffective, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11, 2002 together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGARXXXXX"). All references in this Agreement to financial statexxxxx statements and schedules and other information which is "contained," "included" or "stated," or words of similar import, in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 1934, as amended (the "1934 Act") ), which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.

Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B)...........................................A-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel........................................A-1 Exhibit EXHIBIT B -- Form of Opinion of Trust's Special Delaware Counsel.........................FORM OF LOCK-UP LETTER.............................................B-1 BANKNORTH </TABLE> XXXXX RIVER GROUP, INC. (a Maine Delaware corporation) and BANKNORTH CAPITAL TRUST II 4,444,000 Shares of Common Stock (a Delaware statutory business trust) 8,000,000 Capital Securities 8% Capital Securities (Liquidation Amount $25 0.01 Par Value Per Capital SecurityShare) UNDERWRITING AGREEMENT February 14August 8, 2002 Keefe2005 Xxxxx, Bruyette Xxxxxxxx & WoodsXxxxx, Inc. Lehman Brothers Inc. as Represexxxxxvex xx xxx sexxxxx Underwxxxxxx Representative of the several Underwriters c/o Lehman Brothers Keefe, Xxxxxxxx & Xxxxx, Inc. 745 Seventh Avenue Nex 4th Floor 000 Xxxxxxx Xxxxxx Xxx Xxxx, New York 10019 Xxx Xxxx 00000 Ladies and XxxxxxxxxGentlemen: Xxxxxxxxx Xxxxxxx Xxxxx XX (xxx "Xxxst")River Group, Inc., a statutory business trust organized under the Business Trust Act Delaware corporation (the "Delaware ActCOMPANY") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with KeefeXxxxx, Bruyette Xxxxxxxx & WoodsXxxxx, Inc. ("Keefe, Bruyette"), Lehman Brothers Inc. ("Xehxxx XxxxherxKBW") xnd and each ox xxx oxxxx Xxxerwrxxxxx of the other Underwriters named in Schedule X xxxeto A hereto (collectively collectively, the "UnderwritersUNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Keefe, Bruyette and Lehman Brothers are KBW is acting as Representatives representative (in xxxx caxxxxxxsuch capacity, the "XxxxxxentativesREPRESENTATIVE") ), with respect to (i) the issue and sale by the Trust Company and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 8% Capital Securities (liquidation amount $25 per capital security) in the respective numbers of the 4,444,000 shares of Common Stock, $0.01 par value per share, of the Company ("COMMON STOCK") set forth in said Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 666,600 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 4,444,000 shares of Common Stock (the "Capital Securities"). The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee AgreementINITIAL SECURITIES") to be dated as of Closing Time (as defined below), executed and delivered purchased by the Company Underwriters and The Bank all or any part of New York the 666,600 shares of Common Stock subject to the option described in Section 2(b) hereof (the "Guarantee TrusteeOPTION SECURITIES")) are hereinafter called, collectively, the "SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a New York banking corporation not "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. KBW, solely in its individual capacity but solely as trustee"qualified independent underwriter" and not otherwise, for the benefit of the holders from time to time of the Capital Securities and the Common Securities is referred to below. herein as the "INDEPENDENT UNDERWRITER." The Company and the Trust each understand understands that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representatives deem Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Guarantee Agreement and will be used by the Trust to purchase $206,185,575 aggregate principal amount of 8% Junior Subordinated Debentures due April 1, 2032 (the "Debentures") issued by the Company. The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and William J. Ryan, Peter J. Verrill and Carol L. Mitchell, as administraxxxx xxxxxxxx (thx "Xxxxxxxxxxxxxe Truxxxxx" xxx xxxxxxer with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with Underwriters agree that up to 255,530 shares of the Securities and Exchange Commission to be purchased by the Underwriters (the "CommissionRESERVED SECURITIES") a shelf registration statement on Form S-3 shall be reserved for sale by the Underwriters to the Company's directors, officers, employees, agents, brokers and related persons (Nos. 333-81980 and 333-81980-01the "INVITEES"), as amended by Pre-effective Amendment No. 1 thereto, including part of the related preliminary prospectus, covering the registration distribution of the Securities under by the Securities Act of 1933Underwriters, as amended (subject to the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery terms of this Agreement, the Company will either (i) prepare applicable rules, regulations and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") interpretations of the 1933 Act RegulationsNASD and all other applicable laws, if applicable, rules and paragraph (b) of Rule 424 ("Rule 424(b)") regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and first business day after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11, 2002 together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references such Reserved Securities may be offered to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any public as part of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may bepublic offering contemplated hereby.

Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................A-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel........................................A-1 Exhibit EXHIBIT B -- Form of Opinion of Trust's Special Delaware Counsel.........................FORM OF LOCK-UP LETTER...................................................................B-1 BANKNORTH </TABLE> XXXXX RIVER GROUP, INC. (a Maine Delaware corporation) and BANKNORTH CAPITAL TRUST II o Shares of Common Stock (a Delaware statutory business trust) 8,000,000 Capital Securities 8% Capital Securities (Liquidation Amount $25 0.01 Par Value Per Capital SecurityShare) UNDERWRITING AGREEMENT February 14o, 2002 Keefe2005 Xxxxx, Bruyette Xxxxxxxx & WoodsXxxxx, Inc. Lehman Brothers Inc. as Represexxxxxvex xx xxx sexxxxx Underwxxxxxx Representative of the several Underwriters c/o Lehman Brothers Keefe, Xxxxxxxx & Xxxxx, Inc. 745 Seventh Avenue Nex 4th Floor 000 Xxxxxxx Xxxxxx Xxx Xxxx, New York 10019 Xxx Xxxx 00000 Ladies and XxxxxxxxxGentlemen: Xxxxxxxxx Xxxxxxx Xxxxx XX (xxx "Xxxst")River Group, Inc., a statutory business trust organized under the Business Trust Act Delaware corporation (the "Delaware ActCOMPANY") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with KeefeXxxxx, Bruyette Xxxxxxxx & WoodsXxxxx, Inc. ("Keefe, Bruyette"), Lehman Brothers Inc. ("Xehxxx XxxxherxKBW") xnd and each ox xxx oxxxx Xxxerwrxxxxx of the other Underwriters named in Schedule X xxxeto A hereto (collectively collectively, the "UnderwritersUNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Keefe, Bruyette and Lehman Brothers are KBW is acting as Representatives representative (in xxxx caxxxxxxsuch capacity, the "XxxxxxentativesREPRESENTATIVE") ), with respect to (i) the issue and sale by the Trust Company and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 8% Capital Securities (liquidation amount $25 per capital security) in the respective numbers of the [o] shares of Common Stock, $0.01 par value per share, of the Company ("COMMON Stock") set forth in said Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [o] additional shares of Common Stock to cover over-allotments, if any. The aforesaid [o] shares of Common Stock (the "Capital Securities"). The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee AgreementINITIAL SECURITIES") to be dated as of Closing Time (as defined below), executed and delivered purchased by the Company Underwriters and The Bank all or any part of New York the [o] shares of Common Stock subject to the option described in Section 2(b) hereof (the "Guarantee TrusteeOPTION SECURITIES")) are hereinafter called, collectively, the "SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a New York banking corporation not "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. KBW, solely in its individual capacity but solely as trustee"qualified independent underwriter" and not otherwise, for the benefit of the holders from time to time of the Capital Securities and the Common Securities is referred to below. herein as the "INDEPENDENT UNDERWRITER." The Company and the Trust each understand understands that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representatives deem Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Guarantee Agreement and will be used by the Trust to purchase $206,185,575 aggregate principal amount of 8% Junior Subordinated Debentures due April 1, 2032 (the "Debentures") issued by the Company. The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and William J. Ryan, Peter J. Verrill and Carol L. Mitchell, as administraxxxx xxxxxxxx (thx "Xxxxxxxxxxxxxe Truxxxxx" xxx xxxxxxer with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with Underwriters agree that up to [o] shares of the Securities and Exchange Commission to be purchased by the Underwriters (the "CommissionRESERVED SECURITIES") a shelf registration statement on Form S-3 shall be reserved for sale by the Underwriters to the Company's directors, officers, employees, agents, brokers and related persons (Nos. 333-81980 and 333-81980-01the "INVITEES"), as amended by Pre-effective Amendment No. 1 thereto, including part of the related preliminary prospectus, covering the registration distribution of the Securities under by the Securities Act of 1933Underwriters, as amended (subject to the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery terms of this Agreement, the Company will either (i) prepare applicable rules, regulations and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") interpretations of the 1933 Act RegulationsNASD and all other applicable laws, if applicable, rules and paragraph (b) of Rule 424 ("Rule 424(b)") regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and first business day after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11, 2002 together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references such Reserved Securities may be offered to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any public as part of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may bepublic offering contemplated hereby.

Sch. A-1 B-1 EXHIBITS Exhibit A -- A--Form of Opinion of Company's Counsel.....................................................................A-1 Exhibit B -- B--Form of Opinion of Trust's Special Delaware Counsel.......................................B-1 BANKNORTH GROUP, INC. Exhibit C--Form of Lock-up Letter...........................................C-1 FLEETBOSTON FINANCIAL CORPORATION (a Maine Rhode Island corporation) and BANKNORTH FLEET CAPITAL TRUST II VIII (a Delaware statutory business trust) 8,000,000 Capital 20,000,000 Preferred Securities 87.20% Capital Preferred Securities (Liquidation Amount $25 Per Capital Preferred Security) UNDERWRITING PURCHASE AGREEMENT February 14March 1, 2002 Keefe, Bruyette & WoodsSalomon Smith Barney Inc. Fleet Securities, Inc. Lehman Brothers Inc. Merrill Lynch, Pierce, Xxxxxx & Xxxtx Incorporated Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX as Represexxxxxvex xx xxx sexxxxx Underwxxxxxx Representatives of the several Underwriters c/o Lehman Brothers Salomon Smith Barney Inc. 745 Seventh Avenue Nex Xxxx388 Greenwich Street New York, New York 10019 Ladies Yoxx 00000 Xadies and XxxxxxxxxGentlemxx: Xxxxxxxxx Xxxxx Xxxxxxx Xxxxx XX XXXX (xxx "Xxxst"), a statutory business trust organized created under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. Sections 3801 et seq.), ) confirms its agreement with Keefe, Bruyette & Woods, Salomon Smith Barney Inc. ("Keefe, BruyetteSalomon Smith Barney"), Lehman Brothers Inc. Fleet Securities, Xxx. ("Xehxxx XxxxherxXxxex"), Merrill Lxxxx, Xxxxxx, Fenner & Smith Incorporated ("Merrill Lynch"), Xxxxxx Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated ("Prudential"), XXX Xaxxxxx XLC ("UBS Warburg") xnd and each ox xxx oxxxx Xxxerwrxxxxx of the Underwriters named in Schedule X xxxeto A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KeefeSalomon Smith Barney, Bruyette and Lehman Brothers Fleet, Merrill Lynch, Morgan Stanley, Prudentiax xxx XXX Xxxburg are acting as Representatives ax Xxxxxsxxxxxxxxx (in xx xxxx caxxxxxxcapacity, the "XxxxxxentativesRepresentatives") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 87.20% Capital Preferred Securities (liquidation amount $25 per capital preferred security) in the respective numbers set forth in said Schedule A hereto (the "Capital Initial Preferred Securities")) and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Preferred Securities to cover over-allotments, if any. The Capital aforesaid 20,000,000 Initial Preferred Securities and all or part of the 3,000,000 Preferred Securities subject to the option described in Section 2(b) hereof (the "Option Preferred Securities") are hereinafter collectively called the "Preferred Securities". The Preferred Securities are more fully described in the Prospectus (as defined below). The Capital Preferred Securities and the Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities referred to belowPreferred Securities. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Capital Preferred Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $206,185,575 515,463,925 aggregate principal amount of 87.20% Junior Subordinated Debentures due April 1, 2032 (the "Initial Debentures") issued by the CompanyCompany and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $77,319,600 aggregate principal amount of Debentures (the "Option Debentures"). The Capital aforesaid Initial Debentures and Option Debentures are hereinafter collectively called the "Debentures." The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust Agreementof the Trust, to be dated as of Closing Time (the "Trust AgreementDeclaration"), among the Company, as sponsorSponsor, The Bank of New York, as property institutional trustee (the "Property Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and William J. RyanEugene M. McQuade, Peter J. Verrill Douglas L Jacobs and Carol L. MitchellJohn R. Rodehorst, as administraxxxx reguxxx xxxxxxxx (thx xhe "Xxxxxxxxxxxxxe TruxxxxxXxxxxxx Xxxxxxxs" and xxxxxxxx xxxx xxx xxxxxxer with the Property Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Indenture Trustee"), as supplemented by the Third Supplemental Indenture, to be dated as of Closing Time (the "Third Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Capital Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (NosNo. 333-81980 and 333-81980-0172912), as amended by Pre-effective Amendment No. 1 thereto, including the related relevant forms of prospectus and preliminary prospectusprospectus supplement, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term Any prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities, Preferred Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11, 2002 together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Sch. A-1 B-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel...................................................................A-1 Exhibit B -- Form of Opinion of Trust's Special Delaware Counsel.....................................B-1 BANKNORTH GROUP, INC. Exhibit C -- Form of Lock-up Letter.........................................C-1 FLEETBOSTON FINANCIAL CORPORATION (a Maine Rhode Island corporation) and BANKNORTH FLEET CAPITAL TRUST II VI (a Delaware statutory business trust) 8,000,000 Capital 11,000,000 Preferred Securities 88.80% Capital Trust Originated Preferred Securities (Liquidation Amount $25 Per Capital Preferred Security) UNDERWRITING PURCHASE AGREEMENT February 14June 21, 2002 Keefe2000 MERRXXX XXXCX & XO. Merrxxx Xxxch, Bruyette Pierce, Fennxx & WoodsXmitx Incorporated Fleet Securities, Inc. Lehman Brothers Morgxx Xxxnxxx & Xo. Incorporated Prudential Securities Incorporated Saloxxx Xxxxx Xxxney Inc. as Represexxxxxvex xx xxx sexxxxx Underwxxxxxx Tuckxx Xxxxxxx Xxxorporated c/o Lehman Brothers Inc. 745 Seventh Avenue Nex Xxxxxxx Xxxxx & Xx. Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated North Tower 4 World Financial Center New Xxxx, New York 10019 Ladies Xxx Xxxx 00000-0000 Xxdies and XxxxxxxxxGentlemen: Xxxxxxxxx Xxxxxxx Xxxxx XX Fleet Capital Trust VI (xxx the "XxxstTrust"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), ) confirms its agreement with KeefeMerrxxx Xxxcx & Xo., Bruyette Merrxxx Xxxch, Pierce, Fennxx & WoodsXmitx Xxxorporated ("Merrxxx Xxxcx"), Fleet Securities, Inc. ("Keefe, BruyetteFleet"), Lehman Brothers Morgxx Xxxnxxx & Xo. Incorporated ("Morgxx Xxxnxxx"), Prudential Securities Incorporated ("Prudential"), Saloxxx Xxxxx Xxxney Inc. ("Xehxxx XxxxherxSaloxxx Xxxxx Xxxnxx"), Tuckxx Xxxxxxx Xxxorporated ("Tuckxx Xxxxxxx") xnd each ox xxx oxxxx Xxxerwrxxxxx of the Underwriters named in Schedule X xxxeto A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KeefeMerrxxx Xxxcx, Bruyette Xxeet, Morgxx Xxxnxxx, Xxudential, Saloxxx Xxxxx Xxxney and Lehman Brothers are Tuckxx Xxxxxxx xxx acting as Representatives (in xxxx caxxxxxxsuch capacity, the "XxxxxxentativesRepresentatives") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 88.80% Capital Trust Originated Preferred Securities (liquidation amount $25 per capital preferred security) in the respective numbers set forth in said Schedule A hereto (the "Capital Initial Preferred Securities"), and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Preferred Securities to cover over-allotments, if any. The Capital aforesaid 11,000,000 Initial Preferred Securities and all or part of the 1,650,000 Preferred Securities subject to the option described in Section 2(b) hereof (the "Option Preferred Securities") are hereinafter called, collectively, the "Preferred Securities." The Preferred Securities are more fully described in the Prospectus (as defined below). The Capital Preferred Securities and the Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities referred to belowPreferred Securities. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Capital Preferred Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement Declaration (as defined herein), the Indenture (as defined herein), and the Capital Preferred Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $206,185,575 283,506,000 aggregate principal amount of 88.80% Junior Subordinated Debentures due April 1, 2032 2030 (the "Debentures") issued by the CompanyCompany and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $42,525,000 aggregate principal amount of Debentures (the "Option Debentures"). The Capital aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust Agreementof the Trust, to be dated as of Closing Time (the "Trust AgreementDeclaration"), among the Company, as sponsorSponsor, The Bank of New York, as property institutional trustee (the "Property Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and William J. RyanEugexx X. XxXxxxx, Peter J. Verrill Xxugxxx X Xxxxxx xxx John X. Xxxxxxxxx, xx regular trustees (the "Regular Trustees" and Carol L. Mitchell, as administraxxxx xxxxxxxx (thx "Xxxxxxxxxxxxxe Truxxxxx" xxx xxxxxxer together with the Property Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Indenture Trustee"), as supplemented by the First Supplemental Indenture, to be dated as of Closing Time (the "First Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Capital Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (NosNo. 333-81980 and 333-81980-0136444), as amended by Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term Each prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if anyas applicable, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities, Preferred Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11June 19, 2002 2000 together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAREDGAX"). All references in this Agreement to financial statexxxxx statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Sch. A-1 EXHIBITS Exhibit A -- A-- Form of Opinion of Company's Counsel...................................................... A-1 Exhibit B -- B-- Form of Opinion of Trust's Special Delaware Counsel....................................................................... B-1 BANKNORTH GROUP, INC. CHITTENDEN CORPORATION (a Maine Vermont corporation) and BANKNORTH XXXXXXXXXX CAPITAL TRUST II [ ] (a Delaware statutory business trust) 8,000,000 [ ] Capital Securities 8[ ]% Capital Securities (Liquidation Amount $25 Per Capital Security) UNDERWRITING AGREEMENT February 14[ ], 2002 Keefe, Bruyette & Woods, Inc. Lehman 200[ ] Xxxxxx Brothers Inc. as Represexxxxxvex xx xxx sexxxxx Underwxxxxxx Representative of the several Underwriters c/o Lehman x Xxxxxx Brothers Inc. 745 Seventh Avenue Nex 000 Xxxxxxx Xxxxxx Xxx Xxxx, New York 10019 Xxx Xxxx 00000 Ladies and XxxxxxxxxGentlemen: Xxxxxxxxx Xxxxxxx Xxxxx XX Xxxxxxxxxx Capital Trust [ ] (xxx the "XxxstTrust"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Keefe, Bruyette & Woods, Inc. ("Keefe, Bruyette"), Lehman Xxxxxx Brothers Inc. ("Xehxxx XxxxherxXxxxxx Brothers") xnd and each ox xxx oxxxx Xxxerwrxxxxx of the other Underwriters named in Schedule X xxxeto A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Keefe, Bruyette and Lehman Xxxxxx Brothers are is acting as Representatives Representative (in xxxx caxxxxxxsuch capacity, the "XxxxxxentativesRepresentative") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 8[ ]% Capital Securities (liquidation amount $25 per capital security) in the respective numbers set forth in said Schedule A hereto (the "Initial Capital Securities")) and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Capital Securities to cover over-allotments, if any. The aforesaid [ ] Initial Capital Securities and all or part of the [ ] Capital Securities subject to the option described in Section 2(b) hereof (the "Option Capital Securities") are hereinafter called, collectively, the "Capital Securities." The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation Chittenden Corporation (a Vermont corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities Securities, referred to below. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representatives deem Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), ) and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Guarantee Agreement and will be used by the Trust to purchase $206,185,575 $ [ ] aggregate principal amount of 8[ ]% Junior Subordinated Debentures due April 1[ ], 2032 20[ ] (the "Debentures") issued by the CompanyCompany and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust AgreementAgreement of the Trust, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and William J. Ryan[ ], Peter J. Verrill [ ] and Carol L. Mitchell, [ ] as administraxxxx xxxxxxxx administrative trustees (thx the "Xxxxxxxxxxxxxe TruxxxxxAdministrative Trustees" xxx xxxxxxer and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the ProspectusProspectus (as defined below). The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (Nos. 333-81980 333-[ ] and 333-81980-01333-[ ]-01), as amended by Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities, Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11[ ], 2002 200[ ], together with the Term Sheet Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGARXXXXX"). All references in this Agreement to financial statexxxxx statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Sch. A-1 B-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel......................................................................A-1 Exhibit B -- Form of Opinion of Trust's Special Delaware Counsel.........................B-1 BANKNORTH GROUP, INC. (a Maine corporation) and BANKNORTH CAPITAL TRUST II (a Delaware statutory business trust) 8,000,000 Capital Securities 8$150,000,000 3.750% Capital Securities (Liquidation Amount $25 Per Capital Security) Senior Notes due 2008 UNDERWRITING AGREEMENT February 14April 23, 2002 2003 Lehman Brothers Inc. Keefe, Bruyette & Woods, Inc. Lehman Brothers Inc. as Represexxxxxvex xx xxx sexxxxx Underwxxxxxx Repxxxxxxatives of the sxxxxxl Xxxxxxxxterx xxxted in Schedule A c/o Lehman Brothers Inc. 745 Seventh Avenue Nex XxxxXxx York, New York 10019 Ladies and axx Xxxxxxxxx: Xxxxxxxxx Xxxxxxx Xxxxx, Xxx., x Xxxxx XX (xxx "Xxxst")xxrporation, a statutory business trust organized under the Business Trust Act (the "Delaware ActCompany") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Lehman Brothers Inc. ("Lehman Brothers"), Keefe, Bruyette & Woods, Inc. ("KeefeXxefe, Bruyette"), Lehman Brothers Inc. xxx xxch of the othxx Xxdexxxxxxxx naxxx xn Schedulx X xerxxx ("Xehxxx Xxxxherx") xnd each ox xxx oxxxx Xxxerwrxxxxx named in Schedule X xxxeto (collectively xxxlectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom which Lehman Brothers and Keefe, Bruyette and Lehman Brothers are acting as Representatives (in xxxx caxxxxxxxapacity, the "XxxxxxentativesXxxxxsexxxxxxxx") with respect to the issue and sale by the Trust Company and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 8$150,000,000 aggregate principal amount of the Company's 3.750% Capital Securities (liquidation amount $25 per capital security) Senior Notes due 2008 in the respective numbers amounts set forth in said Schedule A hereto (the "Capital Securities"). The Capital Securities will be issued pursuant to an Indenture, dated as of April 30, 2003 (as the same may be supplemented and amended from time to time, the "Indenture") between the Company and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities referred to below. The Company and the Trust each understand understands that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Guarantee Agreement and will be used by the Trust to purchase $206,185,575 aggregate principal amount of 8% Junior Subordinated Debentures due April 1, 2032 (the "Debentures") issued by the Company. The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and William J. Ryan, Peter J. Verrill and Carol L. Mitchell, as administraxxxx xxxxxxxx (thx "Xxxxxxxxxxxxxe Truxxxxx" xxx xxxxxxer with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (NosNo. 333-81980 and 333-81980-01), as amended by Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11, 2002 together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.Pre-