EXHIBIT 10(n)(2) AMENDMENT NUMBER ONE DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AND KEY EMPLOYEES (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) BY THIS AMENDMENT NUMBER ONE, the Banknorth Group, Inc. DeferredCompensation Plan for Non-Employee Directors and Key Employees (amended andrestated effective January 1, 2003) (the “Plan”) is hereby amended as follows,with such amendment being effective as of January 1, 2005: 1. Section 2.4 of the Plan is amended to restate Section 2.4 as Section2.4(a) and to add Section 2.4(b) to read in its entirety as follows: (b) At the Committee’s sole discretion, each Participant may electduring the period set forth below to terminate his or her participation in thePlan and, as a result of such termination, to receive a distribution of his orher entire vested Account Balance in the Plan, provided that all amountsdistributed to a Participant as a result of the termination are included in theParticipant’s income in calendar year 2005. As a condition to terminatingparticipation, a Participant shall timely complete, execute and return to theCommittee an election form, or such other form(s) as the Committee shalldetermine, by the date selected by the Committee. The Participants shall begiven until the close of business on February 15, 2005 to make theabove-referenced election, unless the Committee elects to extend such date andtime in its sole discretion. 2. Section 3.3(b) of the Plan is amended to add the following sentence atthe end of such section: Notwithstanding anything herein to the contrary, a deferral election maynot be made with respect to compensation to be earned on or after January 1,2005, unless the Company subsequently amends this Plan to permit futuredeferrals. 3. Section 5.3 of the Plan is hereby deleted. 4. All other provisions of the Plan shall continue in full force andeffect. IN WITNESS WHEREOF, this Amendment has been executed this 31st day ofJanuary 2005.ATTEST: BANKNORTH GROUP, INC.By: /s/ Janet E. McGorty By: /s/ Cynthia H. Hamilton ————————————- ———————————Name: Janet E. McGorty Name: Cynthia H. HamiltonTitle: Compensation Manager, SVP Title: Human Resources Director, EVP