Banknorth Announces Warren Election Results.

Business Editors

PORTLAND, Maine--(BUSINESS WIRE)--Jan. 31, 2003

Banknorth Group, Inc. (NYSE: BNK) today announced the results of the election period for shareholders of Warren Bancorp, Inc., which traded on NASDAQ under the symbol WRNB. Banknorth completed the acquisition of Warren on December 31, 2002.

Based on total elections, Warren shareholders electing to receive Banknorth stock will receive 81.38 percent of their Warren holdings in Banknorth common stock at the exchange rate of .7012 shares of Banknorth common stock for each whole share of Warren common stock. The remainder of their shares will be exchanged for cash at a rate of $15.75 per share of Warren common stock. Warren shareholders electing cash and those who did not elect either stock or cash will receive all cash at a rate of $15.75 per share of Warren common stock.

The Banknorth shares exchanged for Warren shares will be eligible for the Banknorth quarterly dividend of 16 cents per share to be paid on February 10, 2003. Since the transaction is intended to qualify as a reorganization for federal income tax purposes, the shares of Warren stock to be exchanged for Banknorth stock will be transferred on a tax-free basis.