Banknorth Reports Record Earnings; Net Income Up 8%

PORTLAND, Maine (October 18, 2004)-- Banknorth Group, Inc. (NYSE: BNK) today reported record quarterly net income of $97.8 million for the third quarter ended September 30, 2004, up 8% from net income of $90.3 million for the third quarter a year ago. On a per diluted share basis, net income was 55 cents for the third quarter of 2004 and 55 cents for the third quarter of 2003.

Exclusive of merger and consolidation costs, income was $102.1 million for the quarter ended September 30, 2004, up 12% from $90.8 million for the quarter ended September 30, 2003. On a per diluted share basis, income exclusive of merger and consolidation costs was 58 cents for the quarter ended September 30, 2004, up 5.5% from 55 cents for the quarter ended September 30, 2003.

For the nine months ended September 30, 2004, net income was up 10% over the first nine months of last year to $283.9 million from $259.2 million. On a per diluted share basis, net income for the first nine months of 2004 increased 4% to $1.65 from $1.59 for the first nine months of 2003.

For the nine months ended September 30, 2004, income excluding merger and consolidation costs was up 11% to $292.0 million from $263.6 million for the same period a year ago. On a per diluted share basis, income excluding merger and consolidation costs for the first nine months of 2004 increased 5% to $1.70 from $1.62 for the first nine months of 2003.

"I am pleased to continue our track record of delivering record quarterly earnings,” said William J. Ryan, Banknorth Chairman, President and Chief Executive Officer. “It was a good quarter with solid loan and deposit growth despite only a slight increase in our net interest margin,” added Mr. Ryan.

The Company also announced today a balance sheet de-leveraging whereby the Company has sold approximately $1.2 billion of securities and prepaid a similar amount of borrowings both of which had a duration of approximately 3.5 years. The transaction will result in an after-tax charge of approximately $52.5 million ($80.8 million pre-tax) in the 4th quarter of 2004. “We continuously review our balance sheet and given the current interest rate environment, the de-leveraging made good economic sense at this time.” said Mr. Ryan. “On a pro forma basis, the de-leveraging should enhance shareholder value by improving the Company’s annual net interest margin by approximately 24 basis points, pre-tax earnings by approximately $24.5 million, return on assets by approximately 12 basis points and return on equity by approximately 79 basis points.” In addition, on a pro forma basis, the de-leveraging will decrease the Company’s securities as a percent of total assets by 3%. The yield on the securities portfolio sold was 2.76% while the interest rate on the borrowings paid off was 4.77%.

Total loans and leases at September 30, 2004 increased by 16% over the levels at September 30, 2003, led by increases in commercial business loans and leases of 18%, commercial real estate mortgages of 16% and consumer loans and leases of 14%. Exclusive of acquisitions, total loans and leases increased by 8% which included a 14% increase in commercial business loans, a 6% increase in commercial real estate mortgages and a 10% increase in consumer loans and leases.

Total deposits at September 30, 2004 increased by 9% over the levels at September 30, 2003 primarily as a result of increases in noninterest bearing deposits of 23% and retail money market and NOW accounts of 14% and net of a decline in retail certificates of deposit of 6%. Exclusive of acquisitions, total deposits increased by 0.6% which included a 12% increase in noninterest bearing deposits and a 5% increase in retail money market and NOW accounts, which more than offset an 11% decline in retail certificates of deposit.

The Company’s net interest margin during the three months ended September 30, 2004 was 3.68%, up 5 basis points from 3.63% for the quarter ended September 30, 2003 and up slightly from 3.66% for the quarter ended June 30, 2004. The margin did not expand significantly due in part to a flattening of the yield curve in the third quarter of 2004.

Noninterest income for the quarter ended September 30, 2004 increased by 3% from the quarter ended September 30, 2003, primarily as a result of a 26% increase in trust and investment management services income, a 23% increase in both merchant and electronic banking services income and investment planning services income, and a 14% increase in insurance commissions. These increases in noninterest income were partially offset by a decline in both net gains on sales of securities of 13% and other noninterest income of 30%. For the nine month period ended September 30, 2004, noninterest income declined 5% to $269.2 million from $282.7 million for the same period a year ago, due primarily to declines in net gains on sales of securities and other noninterest income.

Excluding merger and consolidation expenses, noninterest expense for the quarter ended September 30, 2004 increased by 12% from the quarter ended September 30, 2003. Excluding both the impact of acquisitions and merger and consolidation costs, noninterest expense was up 5% for the third quarter of 2004 as compared to the third quarter of 2003.

Asset quality remained sound with total nonperforming assets declining to $68.1 million at September 30, 2004 from $70.4 million at September 30, 2003. Nonperforming loans as a percentage of total loans and leases declined to .36% at September 30, 2004 from .42% at September 30, 2003. Net charge-offs amounted to $8.8 million during the third quarter of 2004 and were essentially flat from the second quarter of 2004. As a percentage of average loans, net chargeoffs declined slightly to 19 basis points during the three months ended September 30, 2004.

At September 30, 2004, the Company's Tier 1 leverage capital ratio was 6.95% and its total risk based capital ratio was 11.62% as compared to 6.56% and 11.29%, respectively, at September 30, 2003. Tangible equity to tangible assets at September 30, 2004 was 5.89%, up 43 basis points from 5.46% at September 30, 2003. Shareholders' equity at September 30, 2004 was $3.0 billion, up from $2.5 billion at September 30, 2003. At September 30, 2004, the Company’s book value per share was $17.50 and its tangible book value per share was $9.34 up from $15.32 and $8.32, respectively, at September 30, 2003.

At September 30, 2004, Banknorth Group Inc., headquartered in Portland, Maine, had assets of $29 billion. The pending acquisition of BostonFed Bancorp, Inc., expected to close in the first quarter of 2005, is projected to increase Banknorth's assets by more than $1.5 billion. The Company'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 offers investment products in association with PrimeVest Financial Services, Inc. The Company's website is at www.banknorth.com.

On August 26, 2004, Banknorth Group, Inc. and TD Bank Financial Group (NYSE and TSE: TD) announced that they entered into a definitive agreement for TD to acquire 51% of the outstanding shares of Banknorth, subject to receipt of required regulatory and shareholder approvals and other customary conditions.

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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CONTACT: Banknorth Group, Inc.
Jeffrey Nathanson, 207-761-8517

SOURCE: Banknorth Group, Inc.