evidenced by a note

 EXHIBIT 10.1

October 16, 1992

Mr. William C. Bullock, Jr.
Chairman of the Board
                  and
Perry B. Hansen
Secretary
Merrill Merchants Bancshares, Inc.
Bangor, Maine 04402-0925

Dear Bill and Perry:

The Credit Accommodations to Merrill Merchants Bancshares, Inc. ("Company") has
been approved by M&I Marshall & Ilsley Bank ("M&I") upon the following
conditions:

     1. The $4,000,000 three year term loan ("Loan") to the Company is to be
     evidenced by a note. A commitment fee of 1/2 of 1% ($20,000) shall be paid
     at the time of funding.

     2. All of the securities, including any common, preferred, or debt
     instruments, of the subsidiary bank ("Bank"), which is owned by the
     Company, shall be pledged as collateral for the Loan. M&I shall have a
     first perfected security interest in all such securities and there shall be
     no other liens or encumbrances on such securities on the date hereof or at
     any time during the term of the Loan. There shall be no restrictions on the
     transfer of such securities.

     3. The rate of interest for the Loan shall be the Prime Rate ("Prime") plus
     1/2% as defined by M&I, floating, on the basis of actual days elapsed over
     a 360-day year basis, with interest payable quarterly. The initial rate of
     interest for the $4,000,000 Loan shall be 6.5%.

     4. The Company and Bank shall retain William C. Bullock, Jr. and Edwin N.
     Clift as Executives and Directors. The Company and Bank shall retain Perry
     Hansen as a Director.

     5. The Company shall pay no dividends on either its common stock or
     preferred stock without the written approval of M&I. The Company may pay
     interest, but no principal, on its Mandatory Convertible Debentures, which
     are subordinate to M&I's Loan, however, M&I reserves the right to prohibit
     interest payments by written notice

     to the Company. Regulatory limits shall apply to any dividends paid by the
     Bank. Neither the Company nor the Bank shall issue additional stock or
     other securities beyond the initial offerings described to M&I without the
     express written approval of M&I, except for the additional $750,000
     additional cash equity contribution required to be made to the Company by
     August 31, 1994 as described in an Agreement Regarding Equity Contribution
     (the "Contribution Agreement") among M&I, the Company and certain
     shareholders of the Company. An additional $750,000 cash equity
     contribution shall be made to the Company by August 31, 1994, as described
     in the Contribution Agreement. The Secretary of the Company and the Cashier
     of the Bank shall provide an opening certificate of shares of the Company
     and the Bank authorized, issued, and outstanding.

     6. The Company shall not repurchase or redeem any of its common stock from
     its directors, executives, or other members of the control group, as
     defined by the regulatory authorities, without prior written approval of
     M&I.

     7. The Company shall incur no additional debt without prior approval of
     M&I. The Bank shall incur debt only in the normal course of business.

     8. The Company shall provide M&I with timely copies of signed quarterly
     call reports of the Bank and Holding Company statements together with an
     annual audited report of the Company, by a Certified Public Accounting firm
     acceptable to M&I, within 120 days of the end of its fiscal year. The
     Company shall provide M&I with a Certificate stating the Company is not in
     default under any provisions herein, and shall provide M&I, upon request,
     with such other reports as M&I deems appropriate, as well as allow M&I to
     examine such accounts and records as requested during normal business
     hours.

     9. The Company shall maintain a minimum net worth of $4,500,000, and the
     Bank shall maintain a minimum net worth of $8,000,000, less the Loan Loss
     Reserve, but in no event less than $7,500,000. The Bank shall not lose more
     than $500,000 in its first year of operation through December 1993. The
     Bank shall maintain a minimum Return on Average Assets ("ROAA") of 0.25%
     and Return on Equity ("ROE") of 4.50% for the second full calendar year,
     1994. Thereafter, in 1995, the minimum ROAA shall be 0.40% and ROE shall be
     6.00%.

     10. The Company and Bank shall comply with all regulatory requirements
     applicable to each. The Company and Bank shall maintain minimum capital as
     defined by the regulators, but in no event lower than 7.0% tangible equity
     capital to assets for the Bank.

     11. The Company and Bank shall make no investments or advances, except in
     the normal course of business. All investments of the Company shall be
     limited to Short

                                      - 2 -

     Term Investment Grade for Cash Management. All investments of the Bank
     shall be investment grade consistent with the Bank's Asset/Liability and
     Investment Policies as approved by the applicable regulatory authorities.

     12. The Company shall make no guarantee or incur contingent liabilities.
     The Bank may only make such guarantees or incur contingent liabilities as
     would be made under normal banking practices as permitted by applicable law
     and regulation.

     13. All mergers and acquisitions or transfers of all or substantially all
     of the assets of the Company or the Bank are prohibited without M&I's
     express written approval.

     14. Other than the initial planned asset expenditures, the Company shall
     make no additional fixed asset expenditures exceeding $250,000 in any one
     year without prior approval of M&I. The Bank shall make only such fixed
     asset expenditures as would be made under normal business practices.

     15. The Company and the Bank shall maintain appropriate insurance, as is
     customary in the industry, including employee bonding and D&O liability and
     shall provide a certificate to M&I of such coverage, as requested. A
     Certificate of initial coverage shall be provided to M&I.

     16. The Company shall not sell the Bank or any interest therein without M&I
     approval nor shall the Company acquire any banks or other subsidiaries
     without M&I approval.

     17. The Company and the Bank shall not dispose of any assets without the
     prior written consent of M&I except the Company may dispose of a nominal
     amount of assets and the Bank may dispose of assets in the ordinary course
     of business.

     18. The Company shall provide a current certification of corporate good
     standing from the Secretary of State of the state of incorporation.

     19. The Company agrees to deliver to M&I such documents as M&I may require
     from time to time to perfect a security interest in any collateral related
     to the Loan, including without limitation, collateral pledge agreement,
     bank stock, stock powers, proper resolutions of its board of directors, and
     corporate certification.

     20. Failure by Company or Bank in the performance or observance of any term
     or condition of this agreement, the note, collateral pledge agreement, or
     the Contribution Agreement shall constitute a default permitting M&I to
     accelerate all payments under the Loan and exercise all remedies under all
     such documents and under law.

     21. M&I has no obligation to refinance the Loan at its maturity.

                                      - 3 -

     22. Either the Company or M&I may, upon written notice, require the
     execution of formal documents containing covenants and other provisions as
     are customary of formal agreements with respect to transactions of this
     type during the term of the indebtedness. All Fees and Expenses of M&I
     related thereto shall be paid by the Company.

     23. This loan and all agreements and documents shall have situs in the
     State of Wisconsin and be governed by Wisconsin Law.

Please acknowledge acceptance of the terms and conditions by signing the
appropriate place indicated and retain one copy for your records.

Sincerely yours,

/s/ John A. Leonard

John A. Leonard                             Attest: ____________________________
Vice President                                         Exec. Vice President

The above terms are accepted, this date, October 16, 1992

Merrill Merchants Bancshares, Inc.
- ----------------------------------

By: /s/ Perry B. Hansen, Sec.
    ------------------------------
    Perry B. Hansen, Secretary

The above terms are acknowledged and agreed to this date:

Merrill Merchants Bank
- ----------------------

By: /s/ Edwin N. Clift                      Attest:
    ------------------------------                  ----------------------------

Its:           President                    Its:          Secretary
     -----------------------------               -------------------------------

                                      - 4 -

January 3, 1994

William C. Bullock, Jr.
Chairman of the Board
                  and
Perry B. Hansen
Secretary
Merrill Merchants Bancshares, Inc.
201 Main Street, PO Box 925
Bangor, ME 04402-0925

Dear Bill and Perry:

The following is an amendment dated as of December 23, 1993 to the Letter
Agreement between M&I Marshall & Ilsley Bank ("M&I") and Merrill Merchants
Bancshares, Inc. ("Company") and acknowledged by Merrill Merchants Bank ("Bank")
dated October 16, 1992:

     Paragraph 9 is changed from " . . . shall lose no more than $500,000 in its
     first year . . ." to read " . . . shall lose no more than $650,000 in its
     first year . . . " with the rest of the paragraph and agreement to remain
     unchanged.

Sincerely yours,

/s/ John A. Leonard

John A. Leonard                         Attest: /s/ Andrew R. Ragatz
Vice President                                  --------------------------------
                                                Andrew R. Ragatz, Vice President

The above terms are accepted as of December 23, 1993.

Merrill Merchants Bancshares, Inc.
- ----------------------------------

By: /s/ Edwin N. Clift
    ------------------
    President

The above terms are acknowledged and agreed to as of December 23 1993.

Merrill Merchants Bank
- ----------------------

By: /s/ Edwin N. Clift                  Attest: /s/ William C. Bullock
    --------------------------------            --------------------------------
Its:    President                      Its:           Chairman
     -------------------------------        ------------------------------------

                                      - 5 -

                                                      Dated as of April 28, 1994

Mr. Edwin N. Clift, President
Merrill Merchants Bancshares, Inc.
201 Main Street
Bangor, Maine 04402

         Re: Amendment to Letter Agreement Dated October 16, 1992

Dear Ed:

M&I Marshall & Ilsley Bank ("M&I") has extended certain credit accommodations to
Merrill Merchants bancshares, Inc. ("Company") pursuant to the terms of a letter
agreement dated October 16, 1992 ("Letter Agreement") among M&I, Company and
Merrill Merchants Bank ("Bank"). Company and Bank have requested M&I to amend
the Letter Agreement to authorize Bank's membership in the Federal Home Loan
bank of Boston ("FHLB").

The Letter Agreement is hereby amended to permit Bank to become a member of FHLB
upon the following conditions:

1. Bank shall provide M&I with a business plan for FHLB utilization which is
   acceptable to M&I.

2. Bank shall not, without the prior written approval of M&I, incur advances or
   indebtedness which would require Bank to submit a "Qualified Collateral
   Report" to the FHLB. In the event Bank is required for any reason to submit a
   "Qualified Collateral Report" to the FHLB, Bank shall notify M&I of such
   requirement within one (1) business day of Bank's knowledge of such
   requirement. Upon notice by M&I, Bank shall take appropriate corrective
   action to eliminate the need for such report, unless the FHLB requires such
   report as part of a broad-based policy change which is not specific to Bank.

3. Bank shall comply with all rules, regulations and policies of the FHLB.

4. Bank shall maintain "Blanket Lien Status" with the FHLB and shall continue to
   maintain minimum capital as defined by the regulators and as required by the
   Letter Agreement.

5. Bank shall not allow an event of default to occur under Bank's Agreement for
   Advances, Collateral, Pledge and Security Agreement with the FHLB.

                                      - 6 -

6. Bank's "Total Borrowings" shall be less than "Value of Qualified Collateral"
   under advance ratios published by the FHLB.

7. At the request of M&I, Bank shall provide M&I with copies of:

   (a) Reports submitted by Bank to the FHLB; and

   (b) Internal management data and reports with respect to advances
       from the FHLB and applications of advances to loans.

Failure of Bank to comply with any of the foregoing conditions shall constitute
an event of default under the Letter Agreement and the note evidencing the Loan
(as defined in the Letter Agreement).

Except as specifically amended hereby, the Letter Agreement and the note
evidencing the Loan shall remain in full force and effect.

Please acknowledge acceptance of the terms and conditions by signing the
appropriate place indicated and retain one copy for your records.

Sincerely yours,

/s/ John A. Leonard
John A. Leonard                                Attest: /s/ A.R. Ragatz, VP
Vice President                                         -------------------------
                                                       President

The above terms are accepted this 30th day of June, 1994 to be effective as of
April 28, 1994.

MERRILL MERCHANTS BANCSHARES, INC.

By: /s/ Edwin N. Clift                         Attest: /s/ Deborah Bowie
    --------------------------------                   -------------------------
President and Chief Executive Officer              Vice President and Chief
                                                       Financial Officer

Its:________________________________           Its:_____________________________

The above terms are acknowledged and agreed to this 30th of June, 1994 to be
effective as of April 28, 1994.

MERRILL MERCHANTS BANK

By: /s/ Edwin N. Clift                         Attest: /s/ Deborah Bowie
    --------------------------------                   -------------------------
    President and Chief Executive Officer              Vice President and Chief
                                                       Financial Officer

Its:________________________________                 Its:_______________________

                                      - 7 -

Edwin N. Clift, President
Merrill Merchants Bancshares, Inc.
201 Main Street
Bangor, Maine

     Re: Letter Agreement dated October 16, 1992 between M&I Marshall & Ilsley
         Bank ("M&I") and Merrill Merchants Bancshares, Inc. ("Company") and
         acknowledged by Merrill Merchants Bank, as amended by a Letter
         Agreement dated as of December 23, 1993, as amended by a Letter
         Agreement dated as of April 28, 1994, as amended by a Letter Agreement
         dated September 7, 1994, and as amended by a Letter Agreement dated
         October 16, 1995 ("Letter Agreement")

Dear Ed:

M&I and the Company have agreed to amend the Letter Agreement to adjust the
interest rate options for the Loan and to add a line of credit facility as set
forth herein. Unless otherwise defined herein, the capitalized terms used herein
shall have the meanings set forth in the Letter Agreement.

The Letter Agreement is hereby amended as follows:

     1. The annual rate of interest (referenced in Paragraph 3 of the Letter
Agreement) for the Loan is amended in its entirety to read as follows:

     3. (a) The entire unpaid principal of the Loan shall bear interest,
computed on the basis of a 360-day year, at an annual rate equal to: (i) the
Prime Rate, which rate of interest shall change with each change in the Prime
Rate; (ii) 150 basis points plus LIBOR (as defined below) quoted by M&I for an
interest period of no less than 1 year and no greater than the maturity date of
the Loan; or (iii) 175 basis points plus the Treasury Rate (as defined below)
quoted by M&I for an interest period of no less than 3 months and no greater
than the maturity date of the Loan, as selected by the Company upon written or
telephonic notice to M&I.

"LIBOR" shall mean an annual rate of interest equal to the Adjusted Interbank
Rate (defined immediately below).

         "Adjusted Interbank Rate" means an annual rate for any interest period
         (rounded upwards, if necessary, to the nearest 1/100 of 1%), determined
         pursuant to the following formula:

                                      - 8 -

         Adjusted Interbank Rate = Interbank Rate
                                   --------------
                                   1 - Interbank Reserve
                                   Requirement

         "Interbank Rate" means the rate per annum equal to the rate (rounded
         upwards, if necessary, to the nearest 1/16 of 1%) quoted to M&I as the
         rate at which dollar deposits in immediately available funds are
         offered to M&I on the first day of the applicable interest period in
         the interbank Eurodollar market on or about 9:00 A.M., Milwaukee time,
         for delivery on the first day of such interest period, for the number
         of days comprised therein and in an amount equal to or comparable to
         the amount of the loan. If the first day of any interest period is not
         a business day, the Interbank Rate shall be established on the
         preceding business day. Each such determination shall be conclusive and
         binding upon the parties hereto in the absence of demonstrable error.
         M&I currently uses the Knight Ridder Information Service to provide
         information with respect to the interbank Eurodollar market, but M&I
         may change the service providing such information at any time.

         "Interbank Reserve Requirement" means, with respect to each interest
         period for a LIBOR loan, a percentage (expressed as a decimal) equal to
         the aggregate reserve requirements in effect on the first day of such
         interest period (including all basic, supplemental, marginal and other
         reserves and taking into account any transitional adjustments or other
         scheduled changes in reserve requirements during such interest period)
         specified for "Eurocurrency Liabilities" under Regulation D of the
         Board of Governors of the Federal Reserve System, or any other
         regulation of the Board of Governors which prescribes reserve
         requirements applicable to "Eurocurrency Liabilities" as presently
         defined in Regulation D, as then in effect, as applicable to the class
         or classes of banks of which M&I is a member. As of the date hereto the
         Interbank Reserve Requirement is 0%.

"Treasury Rate" shall mean the "ask yield" for United States Treasury Notes as
of the first day of the applicable interest period for a term of like duration
as such interest period. If the first day of any interest period is not a
business day, the Treasury Rate shall be established on the preceding business
day. Each such determination shall be conclusive and binding upon the parties
hereto in the absence of demonstrable error. M&I currently uses the Knight
Ridder Information Service to provide information with respect to the Treasury
Rate, but M&I may change the service providing such information at any time.

             (b) The interest rate on the Loan on the date hereof is the Prime
Rate. The Company may convert the interest rate option on the entire outstanding
principal amount of the Loan upon one business days' prior notice to M&I: (i) at
any time for conversion from the Prime Rate to LIBOR or to the Treasury Rate;
and (ii) at the end of the then-applicable interest period for conversion from
LIBOR or the Treasury Rate to another interest rate option. Absent receipt by
M&I of such notice of interest rate conversion, the Loan shall continue to

                                      - 9 -

bear interest at the interest rate option (and for an interest period of equal
duration, if applicable) previously selected by the Company. The interest rate
option selected by the Company in accordance with the foregoing shall apply to
the entire outstanding principal amount of the Loan. Each notice of conversion
shall automatically constitute a warranty by the Company to M&I that on the date
of the requested conversion no default under the Letter Agreement shall exist.

             (c) Interest on the Loan shall continue to be paid quarterly, on
the 16th day of every third month.

     2. The following is hereby added as Paragraph 24 of the Letter Agreement:

         24. (a) From time to time prior to April 30, 1997 and subject to all of
the terms and conditions set forth in this Letter Agreement and the separate
note evidencing the Line, M&I will make available to the Company a line of
credit in the maximum aggregate amount of $1,000,000 ("Line"). The Company may
borrow, repay and reborrow under the Line in any increment of $10,000 at any
time prior to the expiration of the Line.

             (b) The unpaid principal of the Line shall bear interest at either:
(i) the Prime Rate, which rate of interest shall chancre with each change in the
Prime Rate or (ii) 250 basis points plus LIBOR (as defined above) quoted by M&I
for a 30, 60 or 90 day interest period, as selected by the Company upon written
or telephonic notice to M&I. The Company shall select the initial interest rate
option at the time of the initial draw.

             (c) The Company may convert the interest rate option on all
borrowings under the Line upon one business days' prior notice to M&I: (i) at
any time for conversion from the Prime Rate to LIBOR and (ii) at the end of the
then-applicable interest period for conversion from LIBOR to the Prime Rate.
Absent receipt by M&I of such notice of interest rate conversion, the Line shall
continue to bear interest at the interest rate option (and for an interest
period of equal duration, if applicable) previously selected by the Company. The
interest rate option selected by the Company from time to time shall apply to
all borrowings under the Line, whether the principal amount is increased or
decreased. Each borrowing under the Line and each notice of interest rate
selection or conversion shall automatically constitute a warranty by the Company
to M&I that on the date of the requested borrowing or conversion no default
under the Letter Agreement shall exist.

             (d) Interest on the Line shall be paid at the earlier to occur of
(i) quarterly or (ii) at the end of the applicable interest period, commencing
on January 1, 1997 and continuing thereafter until the outstanding principal
balance is repaid in full, with all accrued interest paid with the final payment
of principal.

                                     - 10 -

Except as specifically amended by this letter, the Letter Agreement shall remain
in full force and effect. Please acknowledge acceptance of the foregoing
amendments to the Letter Agreement by signing the appropriate place indicated
and retain one copy for your records.

Dated as of January 1, 1997

Sincerely yours,

/s/ John A. Leonard
John A. Leonard                                  Attest: /s/ A.R. Ragatz
                                                         -----------------------
                                                          Vice President

The above terms are accepted
as of January 1, 1997

MERRILL MERCHANTS BANCSHARES, INC.

By: /s/ Edwin N. Clift
    ------------------
Its: President
     -----------------

The above terms are acknowledged and agreed to
as of January 1, 1997

MERRILL MERCHANTS BANK

By: /s/ Edwin N. Clift                           Attest: /s/ Deborah Jordan
    ----------------------------                         -----------------------
Its:  President                                  Its: Senior Vice President
     ---------------------------                      --------------------------

                                     - 11 -

October 16, 1995

Edwin N. Clift
President & CEO
Merrill Merchants Bancshares, Inc.
201 Main Street
Bangor, ME  04402-0925

     RE: Letter Agreement dated October 16, 1992 between M&I Marshall & Ilsley
         Bank ("M&I") and Merrill Merchants Bancshares, Inc. ("Company") and
         acknowledged by Merrill Merchants Bank, as amended by a Letter
         Agreement dated as of December 23, 1993, as amended by a Letter
         Agreement dated as of April 28, 1994 and as amended by a Letter
         Agreement dated September 7, 1994 ("Letter Agreement")

Dear Ed:

The Letter Agreement is hereby amended as follows:

         1. The term of the Loan (as defined in Paragraph 1. of the Letter
Agreement) is extended from October 16, 1992 to October 16, 2000.

         2. The annual rate of interest referenced in Paragraph 3. of the Letter
Agreement is changed to the "annual rate (computed on the basis of actual days
elapsed over a 360-day year) equal to the rate of interest adopted by M&I from
time to time as its base rate for interest determinations (the "Prime Rate"),
and such rate of interest shall change with each change in such Prime Rate".
Interest shall continue to be payable quarterly.

         3. The Company shall execute and deliver to M&I a promissory note in
the original principal amount of Four Million Dollars ($4,000,000) dated October
16, 1992 as amended and restated on October 16, 1995 ("Amended Note"), and
otherwise in form and substance satisfactory to M&I. Such Amended Note shall be
in substitution for the promissory note dated October 16, 1992 issued by the
Company and payable to the order of M&I; which October 16, 1992 promissory note
will be canceled and returned to the Company upon delivery to M&I of the Amended
Note.

         4. The Company shall pay the principal of the Amended Note in annual
installments as follows: (a) $303,248 on October 16, 1996; (b) $331,476 on
October 16, 1997; (c) $362,331 on October 16, 1998; (d) $396,057 on October 16,
1999; and (e) $2,606,888 on October 16, 2000.

                                     - 12 -

Please acknowledge acceptance of the foregoing amendments to the Letter
Agreement by signing the appropriate place indicated and retain one copy for
your records.

Sincerely yours,

/s/ John A. Leonard
John A. Leonard                                  Attest: /s/ A.R. Ragatz, VP
Vice President                                           -----------------------
                                                         Vice President

The above terms are accepted as of October 16, 1995.

MERRILL MERCHANTS BANCSHARES, INC.

By: /s/ Edwin N. Clift
    ------------------
Its: President
     -----------------

The above terms are acknowledged and agreed to as of October 16, 1995.

MERRILL MERCHANTS BANK

By:  /s/ Edwin N. Clift                           Attest: /s/ Deborah Jordan
     ------------------                                   ----------------------
Its: President                                    Its:    Treasurer
     ------------------                                   ----------------------

                                     - 13 -

                         Form of Amendment to M&I Loan

John A. Leonard, Vice President
M & I Marshall & Ilsley Bank
770 North Water Street
Milwaukee, WI  53202-3593

     Re: Letter Agreement dated October 16, 1992 between M & I Marshall & Ilsley
         Bank ("M&I") and Merrill Merchants Bancshares, Inc. ("Company") and
         acknowledged by Merrill Merchants Bank, as amended by a Letter
         Agreement dated as of December 23, 1993, as amended by a Letter
         Agreement dated as of April 28, 1994, as amended by a Letter Agreement
         dated September 7, 1994, as amended by a Letter Agreement dated October
         16, 1995, and as amended by a Letter Agreement dated January 1, 1997
         ("Letter Agreement")

Dear John:

M&I and the Company have agreed to amend the Letter Agreement to remove certain
Loan and Line stipulations. Unless otherwise defined herein, the capitalized
terms used herein shall have the meanings set forth in the Letter Agreement.

The Letter Agreement is hereby amended as follows:

1. The two sentences of Paragraph 4 of the Letter Agreement (concerning the
retention of certain executives and directors) are deleted in their entirety,
though an empty Paragraph 4 shall remain and read "4. [Reserved]" in order not
to disrupt the numbering of subsequent paragraphs.

2. The first and fourth sentences of Paragraph 5 of the Letter Agreement
(concerning restrictions without M&I approval on the payment of dividends and on
the issuance of additional securities, respectively) are deleted in their
entirety.

                                     - 14 -

Except as specifically amended by this letter, the Letter Agreement shall remain
in full force and effect. Please acknowledge acceptance of the foregoing
amendments to the Letter Agreement by signing the appropriate place indicated
and retain one copy for your records

Dated as of June 1, 1998

Sincerely yours,

MERRILL MERCHANTS BANCSHARES, INC.

By:                                        Attest:
    -------------------------------                -----------------------
    Edwin N. Clift, President                      Deborah A. Jordan, Treasurer

The above terms are accepted as of June 1, 1998

MERRILL MERCHANTS BANK

By:                                        Attest:
    --------------------------------               -----------------------------
    Edwin N. Clift, President                      Deborah A. Jordan,
                                                   Senior Vice President

The above terms are accepted as of June 1, 1998

M & I MARSHALL & ILSLEY BANK

By:_______________________________           Attest:____________________________

Its: _____________________________           Its:_______________________________

                                     - 15 -

                                  BUSINESS NOTE

M&I Banks
                                                      October 16, 1992
                                                   as amended and restated
MERRILL MERCHANTS BANCSHARES, INC.      Date:  on October 16, 1995 $4,000,000.00
- --------------------------------------------------------------------------------
(Borrower)

The undersigned ("Borrower"", whether one or more) promises to pay to the order
of M&I MARSHALL & ILSLEY BANK ("Bank") at Milwaukee, Wisconsin, the principal
sum of $4,000,000.00

[Check (a), (b) or (c); only one shall apply]

|_|  (a) in one payment on ______________________________, PLUS interest
         payable as set forth below.

|_|  (b) in ____________________ equal installments of $__________ payable
         ____________________, and on the same day of each __________ month
         thereafter, PLUS a final payment of unpaid principal and accrued
         interest due on __________. All payments include principal and
         interest.

|X|  (c) in annual installments of principal as set forth in the Letter
         Agreement defined below payable October 16, 1996 and on the same day of
         each year hereafter, PLUS a final payment of unpaid principal due on
         October 16, 2000, PLUS interest payable as set forth below.

         This Note bears interest on the unpaid principal balance before
         maturity (whether upon demand, acceleration or otherwise) at rate equal
         to [check (d) or (e); only shall apply]:

|_|  (d) _____% per year.

|X|  (e) 0% per year in excess of the prime rate of interest adopted by M&I
         Marshall & Ilsley Bank at its base rate for interest rate
         determinations from time to time (with the rate changing as and when
         that prime rate changes). The initial rate is _____% per year.

         Interest is payable on January 16, 1993, and on the same date of each
third month thereafter, and at maturity, or if box (b) is checked, at the times
so indicated. Interest is computed for the actual number of days principal is
unpaid on the basis of a 360 day year. Unpaid principal and interest bear
interest after maturity (whether by acceleration or lapse of time) at a rate
equal to 2.00% greater than the rate which would otherwise be applicable.

         If any installment is not paid when due or if the Bank deems itself
insecure* or any default under the Letter Agreement dated October 16, 1992 among
Borrower, Bank and Merrill Merchants Bank, as amended as of 12/23/93, 4/28/94,
9/7/94 and 10/16/95 ("Letter Agreement"), the unpaid balance shall, at the
option of the Bank, and without notice mature and become immediately payable.
The unpaid balance shall automatically mature and become immediately payable in
the event any Borrower, surety, or guarantor becomes the subject of bankruptcy
or other insolvency proceedings.

         This Note is secured by all existing and future security agreements,
assignments, mortgages and any other agreements between the Bank and the
Borrower, between the Bank and any indorser or guarantor of this Note, and
between the Bank and any other person providing collateral security for the
Borrower's obligations, and payment may be accelerated according to any of them.
The Borrower grants to the Bank a security interest and lien in any deposit
account the Borrower may at any time have with the Bank (except accounts, the
interest on which is exempt from federal income tax). The Bank may, at any time
after an occurrence of any event of

                                     - 16 -

default, without notice or demand, set-off against any deposit balances or other
money now or hereafter owed any Borrower by the Bank any amount unpaid under
this Note.

         Bank reserves the right to credit payments when the funds are deemed by
Bank to be collected.

|_|      If checked here, this Note is secured by a first lien mortgage or
         equivalent security interest on a one-to-four family dwelling used as a
         Borrower's principal place of residence.

         Without affecting the liability of any Borrower, the Bank may, without
notice, accept partial payments, release or impair any collateral security to
the payment of this Note or agree not to sue any party liable on it. All
Borrowers agree to pay all costs of collection, including reasonable attorneys'
fees, and waive presentment, protest, demand and notice of dishonor. Full or
partial payment of this Note is permitted at any time without penalty.

         The Bank may apply prepayments to such future installments as it
elects.

|_|      If checked here, the Bank is authorized to automatically charge
         payments due under this Note against account number
         ____________________ maintained with the Bank.

* or any default under the Letter Agreement dated October 16, 1992 among
Borrower, Bank and Merrill Merchants Bank, as amended as of 12/23/93, 4/28/94,
9/7/94 and 10/16/95 ("Letter Agreement")

______________________________(SEAL)   MERRILL MERCHANTS BANCSHARES, INC. (SEAL)
(Individual Name)                      (Business Name)

______________________________(SEAL)   By: /s/ Edwin N. Clift
(Individual Name)                          -------------------------------------

______________________________(SEAL)   Title: Pres. & CEO
(Individual Name)                             ----------------------------------

______________________________         By: _____________________________________
(Address)

______________________________         Title:___________________________________
(City)   (State)          (Zip)

                                     - 17 - 

Basic Info X:

Name: evidenced by a note
Type: by a Note
Date: June 5, 1998
Company: MERRILL MERCHANTS BANCSHARES INC
State: Maine

Other info:

Date:

  • August 31 , 1994
  • December 1993
  • January 3
  • December 23 1993
  • 30th day of June , 1994
  • 30th of June , 1994
  • April 30 , 1997
  • October 16 , 1997
  • October 16 , 1998
  • October 16 , 1999
  • December 23 , 1993
  • April 28 , 1994
  • September 7 , 1994
  • January 1 , 1997
  • June 1 , 1998
  • October 16 , 1995
  • October 16 , 1996
  • October 16 , 2000
  • January 16 , 1993
  • October 16 , 1992

Organization:

  • Mandatory Convertible Debentures
  • Loan Loss Reserve
  • State of Wisconsin
  • Federal Home Loan
  • Board of Governors of the Federal Reserve System
  • Interbank Reserve Requirement
  • United States Treasury
  • Knight Ridder Information Service
  • Edwin N. Clift President & CEO Merrill Merchants Bancshares , Inc.
  • Vice President M & I Marshall & Ilsley Bank 770 North Water Street Milwaukee
  • Merrill Merchants Bank

Location:

  • Inc. Bangor
  • Boston
  • Maine
  • Milwaukee
  • Wisconsin

Money:

  • $ 20,000
  • $ 750,000
  • $ 4,500,000
  • $ 8,000,000
  • $ 7,500,000
  • $ 250,000
  • $ 500,000
  • $ 650,000
  • $ 1,000,000
  • $ 10,000
  • Four Million Dollars
  • $ 303,248
  • $ 331,476
  • $ 362,331
  • $ 396,057
  • $ 2,606,888
  • $ 4,000,000.00

Person:

  • Perry Hansen
  • Short
  • Perry B. Hansen
  • Andrew R. Ragatz
  • William C. Bullock
  • Deborah Bowie
  • John A. Leonard John A. Leonard Attest
  • Deborah Jordan
  • Deborah A. Jordan
  • Edwin N. Clift

Time:

  • 9:00 A.M.

Percent:

  • 12 %
  • 6.5 %
  • 0.25 %
  • 4.50 %
  • 0.40 %
  • 6.00 %
  • 7.0 %
  • 1 %
  • 2.00 %