Peoples Heritage, Banknorth Shareholders Overwhelmingly Approve Merger

South Portland, Maine, March 8, 2000 -- At a special meeting held today, shareholders of Peoples Heritage Financial Group, Inc. voted overwhelmingly to approve the acquisition of Banknorth Group, Inc. A total of 97% of votes cast were submitted in favor of the transaction. In a separate meeting held in South Burlington, Vermont, the shareholders of Banknorth Group also voted heavily in favor of merging the company into Peoples Heritage. Nearly 95% of votes cast were in favor of the transaction.

Pending regulatory approval, the transaction is expected to close in late April. Banknorth shareholders will receive 1.825 shares of Peoples Heritage common stock for each whole share of Banknorth common stock. While Peoples Heritage will be the surviving legal entity, the resultant combined company will take on the Banknorth name.

"We are very pleased that shareholders of both companies so clearly supported this acquisition," said William J. Ryan, Peoples Heritage chairman, president and chief executive officer. "The resultant company will have an unmatched franchise in northern New England and is poised to achieve significant earnings growth while serving the commercial and consumer banking needs of its market areas in the years ahead."

"We are a great company joining a great company," said William Chadwick, president and chief executive officer of Banknorth. "Both our shareholders and our customers will ultimately benefit from this union."

The new company will have the leading market share in Maine and New Hampshire and the second largest market share in Vermont. It also has a presence in upstate New York. On a combined basis, the new company will have total assets exceeding $18 billion by the expected closing date.

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