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State of Delaware Office of the Secretary of State I, Edward J.FREEL, Secretary of State of the State of Delaware, Do Hereby Certify the Attached Is a True and Correct Copy of the Certificate of Business Trust Registration of "Banknorth Capital Trust I" Filed in This Office on the Ninth Day of April, A.D. 1997, at 11:30 0'clock A.M. (Seal Appears Here) /S/ Edward J. Freel Edward J. Freel, Secretary of State Authentication: 8412696 2738647 8100 04-09-97 971114867 Date: <page> Certificate of Trust of Banknorth Capital Trust I This Certificate of Trust of Banknorth Capital I (The "Trust"), Dated April 9, 1997, Is Being Duly Executed and Filed by the First National Bank of Chicago, a National Banking Association, First Chicago Delaware Inc., a Delaware Corporation, Thomas J. Pruitt, Neal R. Robinson and James D. Adams, as Trustees, With the Secretary of State of the State of Delaware to Form a Business Trust Under the Delaware Business Act (12 DEL.C.SS. 3801 Et Seq.). 1. Name. the Name of the Business Trust Formed Hereby Is Banknorth Capital Trust I. 2. Delaware Trustees. the Name and Business Address of the Trustee of the Trust in the State of Delaware Is First Chicago Delaware Inc., 300 King Street, Wilmington, Delaware 19801. 3. Effective Date. This Certificate of Trust Shall Be Effective Upon Filing With the Secretary of State. in Witness Whereof, the Undersigned, Being the Trust, Have Executed This Certificate of Trust as of the Date Above Written. the First National Bank of Chicago, as Trustee By: /S/Richard D. Manella Name: Richard D. Manella Title: Vice President First Chicago Delaware Inc., as Trustee By: /S/Richard D. Manella Name Richard D. Manella Title: Vice President <page> /S/ Thomas J. Pruitt Thomas J. Pruitt, as Trustee /S/ Neal E. Robinson Neal E. Robinson, as Trustee /S/ James D. Adams James D. Adams, as Trustee <page>
