8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

April 26, 2004
(Date of earliest event reported)
Banknorth Group, Inc.
(Exact name of registrant as specified in its charter)
Maine	001-31251		01-0437984
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
P.O. Box 9540, Two Portland Square, Portland, Maine		04112-9540
(Address of principal executive offices)		(Zip Code)
(207) 761-8500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Item 7.Financial Statements, Pro Forma Financial Information and Exhibits

(a)           Not applicable.

(b)           Not applicable.

(c)           The following exhibit is included with this Report:

Exhibit No.	Description
99.1	Press Release, dated April 26, 2004

Item 12.Results of Operations and Financial Condition

On April 26, 2004, Banknorth Group, Inc. issued a press release announcing its results of operations for the quarter ended March 31, 2004. A copy of the press release is included as Exhibit 99.1 and is incorporated herein by reference.

This information, including the press release filed as Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor  shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BANKNORTH GROUP, INC.
By:	/s/ Peter J. Verrill
	Name:	Peter J. Verrill
	Title:	Senior Executive Vice President and Chief Operating Officer

Date:       April 26, 2004

3

EX-99.1

Exhibit 99.1

For Immediate Release
For Further Information, Contact:
Brian Arsenault, SVP, Investor Relations
207 761-8517

Net Income Up 11% at Banknorth

(First Quarter Earnings Conference Call at 1:30 p.m. Eastern Time today, April 26, 2004.  Dial-in number for USA and Canada is 800 901-5241.  International dial-in number is 617 786-2963. Passcode for both numbers is 10986982. Replay number for USA and Canada is 888 286-8010. International dial-in number is 617 801-6888.  Replay passcode is 7000157.  Live webcast and webcast replay available at www.banknorth.com, Investor Relations.)

Portland, Maine, April 26, 2004 – Banknorth Group, Inc. (NYSE: BNK) today announced net income of $90.3 million for the first quarter ended March 31, 2004, an 11% increase over net income of $81.4 million for the first quarter of 2003.  On a per diluted share basis, net income was 54 cents for the first quarter, up 6% over the same quarter a year ago.

Exclusive of merger and consolidation costs, net income was $91.4 million, or 55 cents per diluted share, for the quarter ended March 31, 2004, up 8% from $84.3 million, or 53 cents per diluted share, for the first quarter of 2003.

“We sacrificed a penny or more of earnings per share this quarter to provide additional marketing dollars to prepare for the market opportunity created by the Bank of America acquisition of Fleet/Boston,” said William J. Ryan, Company Chairman, President and Chief Executive Officer.  “We believe a short-time sacrifice for potential long-term gains is well worth it and will ultimately provide enhanced shareholder value.”

Net interest income was $208.1 million in the first quarter of 2004, a 7% increase as compared to $195.2 million of net interest income in the first quarter of 2003. Loans and leases also increased by 7% from March 31, 2003 to March 31, 2004, with commercial real estate loans and consumer loans both up 11% and commercial business loans and leases up 13%.  Loans and leases increased by an annualized rate of 8% from December 31, 2003 to March 31, 2004 due to growth in commercial business loans and leases and consumer loans.

Noninterest income, principally fee income from banking and non-banking financial services, increased 13% in the first quarter of 2004 as compared to the first quarter of 2003. Investment planning services income increased 49%, trust and investment management services income increased 24%, deposit services fees rose 16%, merchant and electronic banking income increased 15%, and insurance brokerage commissions were up 11%.

Noninterest expense increased to $159.7 million for the quarter ended March 31, 2004, up 7% from the same quarter a year ago.  Marketing expenses increased $2.5 million, nearly 50% higher than the same quarter a year ago, while staffing expenses increased  $6.8 million, or 8%.

Total deposits at March 31, 2004 were 2% higher than at March 31, 2003 as Banknorth continued to allow higher interest certificates of deposit to decline.  Noninterest bearing deposits, principally checking accounts, increased by 16% and money market and NOW accounts increased by 10%.  Regular savings accounts increased by 3% at March 31, 2004 as compared to March 31, 2003.  Total deposits at March 31, 2004 were flat from year-end despite modest increases in retail money market and NOW accounts and regular savings accounts.

The Company’s net interest margin for the quarter ended March 31, 2004 was 3.68% as compared to 3.66% for the quarter ended March 31, 2003 and 3.65% for the quarter ended December 31, 2003.

Banknorth’s capital strengthened over both the previous year and the previous quarter.  Tier I leverage capital climbed to 6.84% at March 31, 2004, as compared to 6.53% at March 31, 2003 and 6.65% at December 31, 2003.  Tangible equity to tangible assets increased to 5.79% at March 31, 2004, as compared to 5.42% at March 31, 2003 and 5.37% at December 31, 2003. Total risk-based capital increased by similar margins to 11.51% at March 31, 2004.

Book value per share at March 31, 2004 was $16.26 as compared to $15.24 at March 31, 2003 and $15.54 at December 31, 2003.  Tangible book value per share was $9.14 at the end of the first quarter as compared to $8.31 at March 31, 2003 and $8.37 at December 31, 2003. Shareholders’ equity was $2.65 billion at March 31, 2004, up 6% from $2.50 billion at March 31, 2003 and 5% from $2.52 billion at December 31, 2003.

Banknorth also announced today that it expects to finalize its acquisitions of CCBT Financial Companies, Inc. (NASDAQ: CCBT), the parent company of Cape Cod Bank and Trust Company, and Foxborough Savings Bank (OTS: FOXS.PK) on April 30, 2004.  Both companies’ stock will trade on April 30, 2004 but not subsequently.

“These acquisitions strengthen our increasing presence in Massachusetts, a vital market for Banknorth,” Mr. Ryan said.  “We are now a significant banking presence south of Boston and into the important Cape Cod market area.”

2

At March 31, 2004, Banknorth Group, headquartered in Portland, Maine, had $26.9 billion in assets. The two pending acquisitions are expected to increase Banknorth’s assets by more than $1.5 billion. Banknorth’s banking subsidiary, Banknorth, N.A., operates banking divisions in Connecticut (Banknorth Connecticut); Maine (Peoples Heritage Bank); Massachusetts (Banknorth Massachusetts); New Hampshire (Bank of New Hampshire); New York (Evergreen Bank); and Vermont (Banknorth Vermont).  The Company and Banknorth, N.A. also operate subsidiaries and divisions in insurance, money management, merchant services, mortgage banking, government banking and other financial services and offer investment products in association with PrimeVest Financial Services, Inc. The Company’s website is at www.banknorth.com.

Note: This news release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance.  These measures typically adjust GAAP performance measures to exclude the effects of charges and expenses related to the consummation of mergers and acquisitions and costs related to the integration of merged entities, as well as the amortization of intangible assets in the case of “cash basis” performance measures. These non-GAAP measures also may exclude other significant gains or losses that are unusual in nature, such as security gains and prepayment penalties. Because these items and their impact on the Company’s performance are difficult to predict, management believes that presentations of financial measures excluding the impact of these items provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses.  These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies.

This news release contains certain forward-looking statements with respect to the financial condition, results of operations and business of Banknorth.  Forward-looking statements are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited, to, changes in general economic conditions, interest rates, deposit flows, loan demand, competition, legislation or regulation and accounting principles, policies or guidelines, as well as other economic, competitive, governmental, regulatory and accounting and technological factors affecting Banknorth’s operations.  In addition, acquisitions may result in large one-time charges to income, may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated and may result in unforeseen integration difficulties.  Investors are encouraged to access Banknorth’s periodic reports filed with the Securities and Exchange Commission for financial and business information regarding Banknorth, including information which could affect Banknorth’s forward-looking statements.

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Banknorth Group, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)	March 31, 2004		March 31, 2003		% Change		December 31,2003		% Change
Cash and due from banks	$	516,772	$	604,779	-15	%	$	669,686	-23	%
Federal funds sold and other short-term investments	8,356		2,838		194	%	4,645		80	%
Securities available for sale	7,389,833		7,674,151		-4	%	7,122,992		4	%
Securities held to maturity	115,442		193,181		-40	%	124,240		-7	%
Loans and leases held for sale	46,970		87,396		-46	%	41,696		13	%
Loans and leases:
Residential real estate mortgages	2,647,540		3,028,851		-13	%	2,710,483		-2	%
Commercial real estate mortgages	5,549,406		5,016,865		11	%	5,528,862		0	%
Commercial business loans and leases	3,482,093		3,080,034		13	%	3,287,094		6	%
Consumer loans and leases	4,944,573		4,453,423		11	%	4,819,523		3	%
Total loans and leases	16,623,612		15,579,173		7	%	16,345,962		2	%
Less: Allowance for loan and lease losses	233,297		226,677		3	%	232,287		0	%
Loans and leases, net	16,390,315		15,352,496		7	%	16,113,675		2	%
Premises and equipment	260,302		278,316		-6	%	264,818		-2	%
Goodwill	1,127,799		1,095,476		3	%	1,126,639		0	%
Identifiable intangible assets	34,491		41,292		-16	%	36,415		-5	%
Bank owned life insurance	493,729		470,645		5	%	488,756		1	%
Other assets	495,583		454,721		9	%	460,173		8	%
	$	26,879,592	$	26,255,291	2	%	$	26,453,735	2	%
Liabilities & Shareholders’ Equity
Deposits:
Regular savings	$	2,517,632	$	2,439,896	3	%	$	2,460,522	2	%
Retail money market and NOW accounts	7,268,948		6,632,023		10	%	7,130,534		2	%
Retail certificates of deposit	4,592,577		5,381,509		-15	%	4,733,104		-3	%
Noninterest bearing deposits	3,578,609		3,093,152		16	%	3,577,025		0	%
Total deposits	17,957,766		17,546,580		2	%	17,901,185		0	%
Borrowings from the Federal Home Loan Bank	1,485,014		2,453,698		-39	%	1,495,385		-1	%
Federal funds purchased and securities sold under repurchase agreements	3,823,452		3,016,512		27	%	3,659,550		4	%
Subordinated debt and senior notes	362,961		201,880		80	%	348,293		4	%
Other borrowings	61,360		26,619		131	%	84,361		-27	%
Junior subordinated debentures	305,591		—		100	%	—		100	%
Company obligated, mandatorily redeemable securities of subsidiary trusts holding solely parent junior subordinated debentures	—		295,056		-100	%	295,275		-100	%
Other liabilities	231,537		216,752		7	%	149,167		55	%
Total liabilities	24,227,681		23,757,097		2	%	23,933,216		1	%
Shareholders’ equity	2,651,911		2,498,194		6	%	2,520,519		5	%
	$	26,879,592	$	26,255,291	2	%	$	26,453,735	2	%

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Banknorth Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

	Three Months Ended March 31,				%
(In thousands, except per share data)	2004		2003		Change
Interest and dividend income	$	292,652	$	309,327	-5	%
Interest expense	75,043		103,190		-27	%
Net interest income	217,609		206,137		6	%
Provision for loan and lease losses	9,500		10,901		-13	%
Net interest income after provision for loan and lease losses	208,109		195,236		7	%
Noninterest income:
Deposit services	26,153		22,526		16	%
Insurance brokerage commissions	13,736		12,357		11	%
Merchant and electronic banking income, net	10,404		9,021		15	%
Trust and investment management services	9,149		7,351		24	%
Bank owned life insurance	5,496		5,342		3	%
Investment planning services	4,839		3,256		49	%
Net gains on sales of securities	3,581		2,782		29	%
Other noninterest income	14,859		15,603		-5	%
	88,217		78,238		13	%
Noninterest expense:
Salaries and employee benefits	87,534		80,693		8	%
Occupancy and equipment expense	27,599		26,159		6	%
Data processing	10,436		10,178		3	%
Advertising and marketing	7,523		5,060		49	%
Amortization of identifiable intangible assets	1,904		1,997		-5	%
Merger and consolidation costs (1)	1,614		4,450		-64	%
Other noninterest expense	23,109		21,371		8	%
	159,719		149,908		7	%
Income before income tax expense	136,607		123,566		11	%
Income tax expense	46,280		42,173		10	%
Net Income	$	90,327	$	81,393	11	%
Weighted average shares outstanding:
Basic	162,965		157,667		3	%
Diluted	166,657		159,328		5	%
Earnings per share:
Basic	$	0.55	$	0.52	6	%
Diluted	0.54		0.51		6	%

(1)  Merger and consolidation costs consist of merger charges, certain asset write-downs and branch closing costs.

NM - calculated % change is not meaningful

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Banknorth Group, Inc. and Subsidiaries

SELECTED FINANCIAL HIGHLIGHTS (Unaudited)

(In thousands, except per share data)

	Three Months Ended March 31,						%
	2004			2003			Change
Net interest income	$	217,609		$	206,137		6	%
Net income	$	90,327		$	81,393		11	%
Shares outstanding (end of period)	163,046			163,881			-1	%
Weighted average shares outstanding:
Basic	162,965			157,667			3	%
Diluted	166,657			159,328			5	%
Earnings per share:
Basic	$	0.55		$	0.52		6	%
Diluted	$	0.54		$	0.51		6	%
Shareholders’ equity (end of period)	$	2,651,911		$	2,498,194		6	%
Book value per share (end of period)	$	16.26		$	15.24		7	%
Tangible book value per share (end of period)	$	9.14		$	8.31		10	%
							Nominal Inc/(Dec)
RATIOS & OTHER INFORMATION:
Net interest margin (net interest income as a % of average earning assets) (1)	3.68		%	3.66		%	0.02	%
Net interest spread (yield on earning assets minus yield on interest-bearing liabilities) (1)	3.46		%	3.37		%	0.09	%
Return on average assets	1.37		%	1.32		%	0.05	%
Return on average equity	14.13		%	14.26		%	-0.13	%
At period end:
Tier 1 leverage capital ratio	6.84		%	6.53		%	0.31	%
Tangible equity/tangible assets	5.79		%	5.42		%	0.37	%
Total risk based capital ratio	11.51		%	11.20		%	0.31	%
Non-performing loans	$	67,854		$	78,837		-14	%
Total non-performing assets	$	70,554		$	82,654		-15	%
Non-performing loans as a % of total loans	0.41		%	0.51		%	-0.10	%
Non-performing assets as a % of total assets	0.26		%	0.31		%	-0.05	%
Full service banking offices	358			360
FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS (Non-GAAP Financial Information):
Noninterest income as a percent of total income (2)	28.00		%	26.80		%	1.20	%
Merger and consolidation costs on a net of tax basis (3)	$	1,049		$	2,899		-64	%
Per diluted share:	0.01			0.02			-50	%
Noninterest expense (4)	$	158,105		$	145,458		9	%
Return on average assets (5)	1.39		%	1.36		%	0.03	%
Cash return on average tangible assets (5) (6)	1.47		%	1.44		%	0.03	%
Return on average equity (5)	14.29		%	14.77		%	-0.48	%
Cash return on average tangible equity (5) (6)	26.44		%	24.76		%	1.68	%
Efficiency ratio (7)	52.31		%	51.66		%	0.65	%
Cash efficiency ratio (8)	51.68		%	50.95		%	0.73	%

(1)Adjusted to fully taxable equivalent basis.

(2)Excludes securities gains/(losses).

(3)Merger and consolidation costs consist of merger charges, certain asset write-downs and branch closing costs.

(4)Excludes pre-tax merger and consolidation costs.

(5)Excludes merger and consolidation costs, net of related tax benefits.

(6)Cash ratios reflect an adjustment to add back the amortization of intangible assets, net of related tax benefits.

(7)Excludes securities gains/(losses) and merger and consolidation costs.

(8)Excludes securities gains/(losses), merger and consolidation costs and amortization of intangible assets.

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Banknorth Group, Inc. and Subsidiaries

CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited)

	Three Months Ended March 31,
	2004					2003
(Dollars in thousands)	Average Balance			Yield/ Rate		Average Balance			Yield/ Rate
Assets
Loans and leases (1)
Residential real estate mortgages	$	2,725,221		5.19	%	$	2,792,615		5.97	%
Commercial real estate mortgages	5,540,489			5.71	%	4,913,188			6.42	%
Commercial loans and leases	3,387,309			4.82	%	3,006,370			5.32	%
Consumer loans and leases	4,883,031			5.12	%	4,186,917			6.02	%
	16,536,050			5.27	%	14,899,090			6.00	%
Securities	7,339,247			4.22	%	7,879,925			4.54	%
Federal funds sold and other short-term investments	7,624			0.80	%	4,535			2.21	%
Total earning assets	23,882,921			4.94	%	22,783,550			5.50	%
Bank owned life insurance	490,428					425,136
Noninterest-earning assets	2,153,677					1,858,791
Total assets	$	26,527,026				$	25,067,477
Liabilities & Shareholders’ Equity
Interest-bearing deposits:
Regular savings	$	2,468,416		0.30	%	$	2,173,771		0.57	%
Retail money market and NOW accounts	7,118,939			0.80	%	6,217,880			1.02	%
Retail certificates of deposit	4,660,009			1.97	%	5,012,351			2.64	%
Brokered deposits	—			0.00	%	—			0.00	%
Total interest-bearing deposits	14,247,364			1.10	%	13,404,002			1.55	%
Borrowed funds	6,048,457			2.41	%	6,272,657			3.34	%
Total interest-bearing liabilities	20,295,821			1.48	%	19,676,659			2.13	%
Noninterest bearing deposits	3,487,716					2,905,737
Other liabilities	171,584					170,732
Shareholders’ equity	2,571,905					2,314,349
Total liabilities and shareholders’ equity	$	26,527,026				$	25,067,477
Net earning assets	$	3,587,100				$	3,106,891
Net interest income (fully taxable equivalent)	$	219,099				$	207,399
Less: fully taxable equivalent adjustments	(1,490		)			(1,262		)
Net interest income	$	217,609				$	206,137
Net interest rate spread (fully taxable equivalent)				3.46	%				3.37	%
Net interest margin (fully taxable equivalent)				3.68	%				3.66	%

(1) Loans and leases include portfolio loans and leases, loans held for sale and nonperforming loans.

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Banknorth Group, Inc. and Subsidiaries

Asset Quality (unaudited)

(Dollars in thousands)

	3/31/2004				12/31/2003			9/30/2003			6/30/2003			3/31/2003
Non-performing Assets:
Residential real estate mortgages	$		7,990		$	7,157		$	9,135		$	9,827		$	9,828
Commercial real estate mortgages	24,619				19,700			27,069			19,139			22,990
Commercial business loans and leases	28,978				24,412			22,857			24,577			38,562
Consumer loans and leases	6,267				8,493			7,664			7,192			7,457
Total non-performing loans	67,854				59,762			66,725			60,735			78,837
Other non-performing assets, net	2,700				3,341			3,632			3,725			3,817
Total non-performing assets	$		70,554		$	63,103		$	70,357		$	64,460		$	82,654
Allowance for loan and lease losses	$		233,297		$	232,287		$	229,581		$	227,240		$	226,677
Net loan charge-offs:
Residential real estate mortgages	$	(72		)	$	10		$	58		$	31		$	33
Commercial real estate mortgages	(446			)	(168		)	(269		)	(474		)	(272		)
Total real estate mortgages	(518			)	(158		)	(211		)	(443		)	(239		)
Commercial business loans and leases	1,785				2,402			518			4,468			2,516
Consumer loans and leases	7,223				8,111			7,852			5,913			6,566
Total net charge-offs	$		8,490		$	10,355		$	8,159		$	9,938		$	8,843
Ratios:
Allowance for loan and lease losses to total loans and leases	1.40			%	1.42		%	1.44		%	1.44		%	1.46		%
Allowance for loan and lease losses to non-performing loans	343.82			%	388.69		%	344.07		%	374.15		%	287.53		%
Non-performing loans to total loans and leases	0.41			%	0.37		%	0.42		%	0.39		%	0.51		%
Non-performing assets to total assets	0.26			%	0.24		%	0.27		%	0.25		%	0.31		%
Net charge-offs to average loans (1)	0.21			%	0.24		%	0.23		%	0.25		%	0.24		%

(1)Annualized.

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Banknorth Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

	Three Months Ended
(In thousands, except per share data)	3/31/2004		12/31/2003		9/30/2003		6/30/2003		3/31/2003
Interest and dividend income	$	292,652	$	290,414	$	290,750	$	302,478	$	309,327
Interest expense	75,043		77,126		80,918		90,904		103,190
Net interest income	217,609		213,288		209,832		211,574		206,137
Provision for loan and lease losses	9,500		10,400		10,500		10,500		10,901
Net interest income after provision for loan and lease losses	208,109		202,888		199,332		201,074		195,236
Noninterest income:
Deposit services	26,153		25,881		25,167		23,747		22,526
Insurance brokerage commissions	13,736		11,480		10,930		10,948		12,357
Merchant and electronic banking income, net	10,404		10,542		11,115		11,098		9,021
Trust and investment management services	9,149		8,470		8,178		7,957		7,351
Bank owned life insurance	5,496		5,978		5,785		5,826		5,342
Investment planning services	4,839		4,765		3,761		3,911		3,256
Net gains on sales of securities	3,581		2,682		3,573		33,423		2,782
Other noninterest income	14,859		14,637		20,147		18,918		15,603
	88,217		84,435		88,656		115,828		78,238
Noninterest expense:
Salaries and employee benefits	87,534		81,451		82,230		82,248		80,693
Occupancy and equipment expense	27,599		26,731		26,188		27,579		26,159
Data processing	10,436		9,881		10,466		10,415		10,178
Advertising and marketing	7,523		5,430		5,553		5,957		5,060
Amortization of identifiable intangible assets	1,904		2,324		2,320		2,306		1,997
Merger and consolidation costs (1)	1,614		1,316		808		1,530		4,450
Prepayment penalties on borrowings	—		—		—		30,490		—
Other noninterest expense	23,109		28,543		24,082		23,514		21,371
	159,719		155,676		151,647		184,039		149,908
Income before income tax expense	136,607		131,647		136,341		132,863		123,566
Income tax expense	46,280		40,085		46,063		45,338		42,173
Net Income	$	90,327	$	91,562	$	90,278	$	87,525	$	81,393
Weighted average shares outstanding:
Basic	162,965		162,149		161,517		162,312		157,667
Diluted	166,657		165,685		164,446		164,559		159,328
Earnings per share:
Basic	$	0.55	$	0.56	$	0.56	$	0.54	$	0.52
Diluted	0.54		0.55		0.55		0.53		0.51

(1)Merger and consolidation costs consist of merger charges, certain asset write-downs and branch closing costs.

9

Banknorth Group, Inc. and Subsidiaries

SELECTED FINANCIAL HIGHLIGHTS (Unaudited)

	Three Months Ended
(In thousands, except per share data)	3/31/2004			12/31/2003			9/30/2003			6/30/2003			3/31/2003
Net interest income	$	217,609		$	213,288		$	209,832		$	211,574		$	206,137
Net income	$	90,327		$	91,562		$	90,278		$	87,525		$	81,393
Shares outstanding (end of period)	163,046			162,188			161,543			160,843			163,881
Weighted average shares outstanding:
Basic	162,965			162,149			161,517			162,312			157,667
Diluted	166,657			165,685			164,446			164,559			159,328
Earnings per share:
Basic	$	0.55		$	0.56		$	0.56		$	0.54		$	0.52
Diluted	$	0.54		$	0.55		$	0.55		$	0.53		$	0.51
Shareholders’ equity (end of period)	$	2,651,911		$	2,520,519		$	2,475,580		$	2,463,751		$	2,498,194
Book value per share (end of period)	$	16.26		$	15.54		$	15.32		$	15.32		$	15.24
Tangible book value per share (end of period)	$	9.14		$	8.37		$	8.32		$	8.28		$	8.31
RATIOS & OTHER INFORMATION:
Net interest margin (net interest income as a % of average earning assets) (1)	3.68		%	3.65		%	3.63		%	3.71		%	3.66		%
Net interest spread (yield on earning assets minus yield on interest-bearing liabilities) (1)	3.46		%	3.42		%	3.39		%	3.45		%	3.37		%
Return on average assets	1.37		%	1.39		%	1.39		%	1.38		%	1.32		%
Return on average equity	14.13		%	14.72		%	14.85		%	14.24		%	14.26		%
At period end:
Tier 1 leverage capital ratio	6.84		%	6.65		%	6.56		%	6.36		%	6.53		%
Tangible equity/tangible assets	5.79		%	5.37		%	5.46		%	5.41		%	5.42		%
Total risk based capital ratio	11.51		%	11.29		%	11.29		%	10.99		%	11.20		%
Non-performing loans	$	67,854		$	59,762		$	66,725		$	60,735		$	78,837
Total non-performing assets	$	70,554		$	63,103		$	70,357		$	64,460		$	82,654
Non-performing loans as a % of total loans	0.41		%	0.37		%	0.42		%	0.39		%	0.51		%
Non-performing assets as a % of total assets	0.26		%	0.24		%	0.27		%	0.25		%	0.31		%
Full service banking offices	358			359			357			357			360
FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS (Non-GAAP Financial Information):
Noninterest income as a percent of total income (2)	28.00		%	27.71		%	28.85		%	28.03		%	26.80		%
Merger and consolidation costs on a net of tax basis (3)	$	1,049		$	855		$	525		$	996		$	2,899
Per diluted share:	0.01			0.01			—			0.01			0.02
Noninterest expense (4)	$	158,105		$	154,360		$	150,839		$	152,018		$	145,458
Return on average assets (5)	1.39		%	1.41		%	1.40		%	1.39		%	1.36		%
Cash return on average tangible assets (5) (6)	1.47		%	1.49		%	1.48		%	1.48		%	1.44		%
Return on average equity (5)	14.29		%	14.86		%	14.93		%	14.40		%	14.77		%
Cash return on average tangible equity (5) (6)	26.44		%	27.86		%	28.63		%	27.15		%	24.76		%
Efficiency ratio (7)	52.31		%	52.32		%	51.15		%	51.71		%	51.66		%
Cash efficiency ratio (8)	51.68		%	51.53		%	50.36		%	50.93		%	50.95		%

(1)Adjusted to fully taxable equivalent basis.

(2)Excludes securities gains/(losses).

(3)Merger and consolidation costs consist of merger charges, certain asset write-downs and branch closing costs.

(4)Excludes pre-tax merger and consolidation costs and prepayment penalties on borrowings.

(5)Excludes merger and consolidation costs, net of related tax benefits.

(6)Cash ratios reflect an adjustment to add back the amortization of intangible assets, net of related tax benefits.

(7)Excludes securities gains/(losses), prepayment penalties on borrowings, and merger and consolidation costs.

(8)Excludes securities gains/(losses), prepayment penalties on borrowings, merger and consolidation costs, and amortization of intangible assets.

10

Banknorth Group, Inc. and Subsidiaries

Reconciliation Table - Non-GAAP Financial Information (Unaudited)

	Three Months Ended
(In thousands, except per share data)	3/31/2004			12/31/2003			9/30/2003			6/30/2003			3/31/2003
Net income (including merger and consolidation costs)	$	90,327		$	91,562		$	90,278		$	87,525		$	81,393
Add back merger and consolidation costs, net of tax
Merger related	1,355			862			525			1,396			2,927
Branch closings	—			(7		)	—			—			(28		)
Revised auto lease residual charge	(306		)	—			—			(400		)	—
Excluding merger and consolidation costs	91,376			92,417			90,803			88,521			84,292
Amortization of intangibles, net of tax	1,238			1,511			1,508			1,499			1,298
Cash basis, excluding merger and consolidation costs	$	92,614		$	93,928		$	92,311		$	90,020		$	85,590
Basic earnings per share	$	0.55		$	0.56		$	0.56		$	0.54		$	0.52
Effects of merger and consolidation costs, net of tax	0.01			0.01			—			0.01			0.01
Excluding merger and consolidation costs	0.56			0.57			0.56			0.55			0.53
Effects of amortization of intangibles, net of tax	0.01			0.01			0.01			—			0.01
Cash basis, excluding merger and consolidation costs	$	0.57		$	0.58		$	0.57		$	0.55		$	0.54
Diluted earnings per share	$	0.54		$	0.55		$	0.55		$	0.53		$	0.51
Effects of merger and consolidation costs, net of tax	0.01			0.01			—			0.01			0.02
Excluding merger and consolidation costs	0.55			0.56			0.55			0.54			0.53
Effects of amortization of intangibles, net of tax	0.01			0.01			0.01			0.01			0.01
Cash basis, excluding merger and consolidation costs	$	0.56		$	0.57		$	0.56		$	0.55		$	0.54
Return on average assets	1.37		%	1.39		%	1.39		%	1.38		%	1.32		%
Effects of merger and consolidation costs, net of tax	0.02		%	0.02		%	0.01		%	0.01		%	0.04		%
Excluding merger and consolidation costs	1.39		%	1.41		%	1.40		%	1.39		%	1.36		%
Effects of amortization of intangibles, net of tax	0.08		%	0.08		%	0.08		%	0.09		%	0.08		%
Cash basis, excluding merger and consolidation costs	1.47		%	1.49		%	1.48		%	1.48		%	1.44		%
Return on average equity	14.13		%	14.72		%	14.85		%	14.24		%	14.26		%
Effects of merger and consolidation costs, net of tax	0.16		%	0.14		%	0.08		%	0.16		%	0.51		%
Excluding merger and consolidation costs	14.29		%	14.86		%	14.93		%	14.40		%	14.77		%
Effects of amortization of intangibles, net of tax	12.15		%	13.00		%	13.70		%	12.75		%	9.99		%
Cash basis, excluding merger and consolidation costs	26.44		%	27.86		%	28.63		%	27.15		%	24.76		%
Efficiency ratio	52.23		%	52.29		%	50.81		%	56.21		%	52.71		%
Effects of securities gains and prepayment penalties on borrowings	0.61		%	0.47		%	0.62		%	-3.98		%	0.53		%
Effects of merger and consolidation costs	-0.53		%	-0.44		%	-0.28		%	-0.52		%	-1.58		%
Excluding securities gains, prepayment penalties on borrowings, and merger and consolidation costs	52.31		%	52.32		%	51.15		%	51.71		%	51.66		%
Effects of amortization of intangibles	-0.63		%	-0.79		%	-0.79		%	-0.78		%	-0.71		%
Cash basis, excluding securities gains, prepayment penalties on borrowings and merger and consolidation costs	51.68		%	51.53		%	50.36		%	50.93		%	50.95		%
Non Interest Income	$	88,217		$	84,435		$	88,656		$	115,828		$	78,238
Net gains on sales of securities	3,581			2,682			3,573			33,423			2,782
Excluding securities gains	$	84,636		$	81,753		$	85,083		$	82,405		$	75,456
Non Interest Expense	$	159,719		$	155,676		$	151,647		$	184,039		$	149,908
Merger and consolidation costs	1,614			1,316			808			1,530			4,450
Prepayment penalties on borrowings	—			—			—			30,490			—
Excluding merger and consolidation costs and prepayment penalties on borrowings	$	158,105		$	154,360		$	150,839		$	152,019		$	145,458

11