Form of Non-competition Agreement

NONCOMPETITION AGREEMENT


Noncompetition Agreement (the "Agreement"), dated as of ________ __, 2001, between Banknorth Group, Inc. (the "Company") and Gerald T. Mulligan (the "Executive").


WITNESSETH:


WHEREAS, as of the date hereof, Andover Bancorp, Inc. ("ABI"), a multi-bank holding company with executive offices located in Andover, Massachusetts, is being merged with and into the Company (the "Merger"), pursuant to an Agreement and Plan of Merger, dated as of June 11, 2001, between the Company and ABI (the "Merger Agreement"); and


WHEREAS, the Executive will no longer serve as President and Chief Executive Officer of ABI upon consummation of the Merger; and


WHEREAS, the Merger will extend the Company's existing markets in Massachusetts and New Hampshire; and


WHEREAS, the Company desires to have the Executive undertake certain noncompetition and other obligations in consideration for the monetary consideration described herein;


NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties hereto agree as follows:


1. AGREEMENT CONSIDERATION.


In consideration for execution of this Agreement and the Executive's performance of the covenants of the Executive contained herein, the Company agrees to pay to the Executive $1,269,140 within five (5) days of the consummation of the Merger or such later date as the parties hereto may agree.


2. NON-COMPETE.


The Executive agrees that during the three-year period following consummation of the Merger the Executive will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in Massachusetts or New Hampshire (a "Competing Business"), provided, however, that this provision shall not prohibit the Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of the Company or any of its subsidiaries to leave the employment of such entities or (iii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of the


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Company or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with the Company or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Company or its subsidiaries and any such customers.


3. CONFIDENTIALITY.


Except as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), the Executive shall keep secret and confidential and shall not disclose to any third party (other than the Company or its subsidiaries) in any fashion or for any purpose whatsoever any information regarding the Company, ABI or any of their respective subsidiaries which is not available to the general public to which he had access at any time during the course of his employment by ABI or its subsidiaries, including, without limitation, any such information relating to: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; customers and customer lists; distribution, sales, service, support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures.


4. INJUNCTIVE RELIEF.


(a) The Executive agrees that damages at law will be an insufficient remedy to the Company in the event that the Executive violates any of the provisions of Sections 2 or 3, and that the Company may apply for and, upon the requisite showing, have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened or attempted breach of or otherwise to specifically enforce any of the covenants contained in Sections 2 or 3. The Executive hereby consents to any injunction (temporary or otherwise) which may be issued against the Executive and to any other court order which may be issued against the Executive from violating, or directing the Exe ...