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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended December 31, 2000


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ________ to ________.

Commission File Number:  0-16947

                              BANKNORTH GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Maine                                       01-0437984
   --------------------------------                   -----------------------
     (State or other jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                   Identification Number)

            P.O. Box 9540
         Two Portland Square
          Portland, Maine                                  04112-9540
---------------------------------------                    ----------
(Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code: (207) 761-8500

   Securities registered pursuant to Section 12(b) of the Act: Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.01 PAR VALUE
                          ----------------------------
                                 Title of Class

                         PREFERRED STOCK PURCHASE RIGHTS
                         -------------------------------
                                 Title of Class

Indicate by check mark whether the Registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of March 14, 2001, the aggregate market value of the 140,788,877 shares of
Common Stock of the Registrant issued and outstanding on such date, excluding
the 1,910,954 shares held by all directors and executive officers of the
Registrant as a group (which does not include unexercised stock options), was
$2.71 billion. This figure is based on the last sale price of $19.50 per share
of the Registrant's Common Stock on March 14, 2001, as reported in THE WALL
STREET JOURNAL on March 15, 2001. Although directors of the Registrant and
executive officers of the Registrant and its subsidiaries were assumed to be
"affiliates" of the Registrant for purposes of this calculation, the
classification is not to be interpreted as an admission of such status.

Number of shares of Common Stock outstanding as of March 14, 2001: 140,788,877

                       DOCUMENTS INCORPORATED BY REFERENCE

         List hereunder the following documents if incorporated by reference and
the part of the Form 10-K into which the document is incorporated:

(1)  Portions of the Annual Report to Stockholders for the year ended December
     31, 2000 are incorporated by reference into Part II, Items 5-8 and Part IV,
     Item 14 of this Form 10-K.

(2)  Portions of the definitive Proxy Statement for the Annual Meeting of
     Stockholders to be held on April 24, 2001 are incorporated by reference
     into Part III, Items 10-13 of this Form 10-K.

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                              BANKNORTH GROUP, INC.
                          2000 FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS

                                     PART I
                                                                           PAGE
                                                                           ----
Item 1.      BUSINESS.....................................................   1
             General......................................................   1
             Business of the Company......................................   2
             Acquisitions.................................................   3
             Subsidiaries.................................................   3
             Competition..................................................   4
             Employees....................................................   5
             Regulation of the Company....................................   5
             Regulation of Banking Subsidiaries...........................   8
             Taxation.....................................................  11
Item 2.      PROPERTIES...................................................  11
Item 3.      LEGAL PROCEEDINGS............................................  12
Item 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........  12

                                     PART II

Item 5.      MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
               RELATED STOCKHOLDER MATTERS................................  12
Item 6.      SELECTED CONSOLIDATED FINANCIAL DATA.........................  12
Item 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS........................  12
Item 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
               MARKET RISK................................................  12
Item 8.      FINANCIAL STATEMENTS.........................................  12
Item 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE........................  13


                                      (i)

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                              BANKNORTH GROUP, INC.
                          2000 FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS
                                   (CONTINUED)

                                    PART III
                                                                           PAGE
                                                                           ----
Item 10.     DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT...............  13
Item 11.     EXECUTIVE COMPENSATION.......................................  13
Item 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
               AND MANAGEMENT.............................................  13
Item 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............  13

                                     PART IV

Item 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
               ON FORM 8-K................................................  13
             SIGNATURES...................................................  20


                                      (ii)

<PAGE>   4

                           FORWARD-LOOKING STATEMENTS

         IN THE NORMAL COURSE OF BUSINESS, THE COMPANY, IN AN EFFORT TO HELP
KEEP ITS SHAREHOLDERS AND THE PUBLIC INFORMED ABOUT THE COMPANY'S OPERATIONS,
MAY FROM TIME TO TIME ISSUE OR MAKE CERTAIN STATEMENTS, EITHER IN WRITING OR
ORALLY, THAT ARE OR CONTAIN FORWARD-LOOKING STATEMENTS, AS THAT TERM IS DEFINED
IN THE U.S. FEDERAL SECURITIES LAWS. GENERALLY, THESE STATEMENTS RELATE TO
BUSINESS PLANS OR STRATEGIES, PROJECTED OR ANTICIPATED BENEFITS FROM
ACQUISITIONS MADE BY OR TO BE MADE BY THE COMPANY, PROJECTIONS INVOLVING
ANTICIPATED REVENUES, EARNINGS, PROFITABILITY OR OTHER ASPECTS OF OPERATING
RESULTS OR OTHER FUTURE DEVELOPMENTS IN THE AFFAIRS OF THE COMPANY OR THE
INDUSTRY IN WHICH IT CONDUCTS BUSINESS. THESE FORWARD-LOOKING STATEMENTS, WHICH
ARE BASED ON VARIOUS ASSUMPTIONS (SOME OF WHICH ARE BEYOND THE COMPANY'S
CONTROL), MAY BE IDENTIFIED BY REFERENCE TO A FUTURE PERIOD OR PERIODS OR BY THE
USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "ANTICIPATE," "BELIEVE,"
"COMMITMENT," CONSIDER," "CONTINUE," "COULD," "ENCOURAGE," "ESTIMATE," "EXPECT,"
" INTEND," "IN THE EVENT OF," "MAY," "PLAN," "PRESENT," "PROPOSE," "PROSPECT,"
"UPDATE," "WHETHER," "WILL," "WOULD," FUTURE OR CONDITIONAL VERB TENSES, SIMILAR
TERMS, VARIATIONS ON SUCH TERMS OR NEGATIVES OF SUCH TERMS. ALTHOUGH THE COMPANY
BELIEVES THAT THE ANTICIPATED RESULTS OR OTHER EXPECTATIONS REFLECTED IN SUCH
FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, IT CAN GIVE NO
ASSURANCE THAT THOSE RESULTS OR EXPECTATIONS WILL BE ATTAINED. ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH STATEMENTS DUE TO RISKS,
UNCERTAINTIES AND CHANGES WITH RESPECT TO A VARIETY OF FACTORS, INCLUDING, BUT
NOT LIMITED TO, THE FOLLOWING:

     -          COMPETITIVE PRESSURE AMONG DEPOSITORY AND OTHER FINANCIAL
                INSTITUTIONS MAY INCREASE SIGNIFICANTLY;

     -          CHANGES IN THE INTEREST RATE ENVIRONMENT MAY REDUCE INTEREST
                MARGINS AND NET INTEREST INCOME, AS WELL AS ADVERSELY AFFECT
                LOAN ORIGINATIONS AND SALES ACTIVITIES AND THE VALUE OF
                CERTAIN ASSETS, SUCH AS INVESTMENT SECURITIES AND MORTGAGE
                SERVICING RIGHTS;

     -          GENERAL ECONOMIC OR BUSINESS CONDITIONS, EITHER NATIONALLY OR
                IN THE STATES OR REGIONS IN WHICH THE COMPANY DOES BUSINESS,
                MAY BE LESS FAVORABLE THAN EXPECTED, RESULTING IN, AMONG OTHER
                THINGS, A DETERIORATION IN CREDIT QUALITY OR A REDUCED DEMAND
                FOR CREDIT;

     -          LEGISLATION OR CHANGES IN REGULATORY REQUIREMENTS, INCLUDING
                WITHOUT LIMITATION CAPITAL REQUIREMENTS, OR ACCOUNTING
                STANDARDS MAY ADVERSELY AFFECT THE COMPANY AND THE BUSINESSES
                IN WHICH IT IS ENGAGED;

     -          ADVERSE CHANGES MAY OCCUR IN THE SECURITIES MARKETS;

     -          COMPETITORS OF THE COMPANY MAY HAVE GREATER FINANCIAL RESOURCES
                AND DEVELOP PRODUCTS AND TECHNOLOGY THAT ENABLE THOSE
                COMPETITORS TO COMPETE MORE SUCCESSFULLY THAN THE COMPANY;

     -          THE GROWTH AND PROFITABILITY OF THE COMPANY'S NONINTEREST INCOME
                MAY BE LESS THAN EXPECTED;

                                     (iii)
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     -          COSTS OR DIFFICULTIES RELATED TO THE INTEGRATION OF THE
                BUSINESSES OF THE COMPANY AND ITS MERGER PARTNERS MAY BE GREATER
                THAN EXPECTED;

     -          ESTIMATED COST SAVINGS AND REVENUE ENHANCEMENTS FROM MERGERS
                INVOLVING THE COMPANY MAY NOT BE FULLY REALIZED WITHIN THE
                EXPECTED TIME FRAMES; AND

     -          DEPOSIT ATTRITION, CUSTOMER LOSS OR REVENUE LOSS FOLLOWING
                MERGERS INVOLVING THE COMPANY MAY BE GREATER THAN EXPECTED.

         THE COMPANY CAUTIONS THAT THE FOREGOING LIST OF FACTORS IS NOT
EXCLUSIVE, AND NEITHER SUCH LIST NOR ANY SUCH FORWARD-LOOKING STATEMENT TAKES
INTO ACCOUNT THE IMPACT THAT ANY FUTURE ACQUISITIONS MAY HAVE ON THE COMPANY AND
ANY SUCH FORWARD-LOOKING STATEMENT. IN ADDITION, THE COMPANY DOES NOT UNDERTAKE,
AND SPECIFICALLY DISCLAIMS ANY OBLIGATION, TO RELEASE PUBLICLY THE RESULTS OF
ANY REVISIONS WHICH MAY BE MADE TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT THE
OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE
DATE OF SUCH STATEMENTS.

                                      (iv)
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PART I.

ITEM 1.  BUSINESS

GENERAL

         Banknorth Group, Inc. (the "Company") is a multi-bank and financial
services holding company which is incorporated under the laws of the State of
Maine. The Company conducts business from its executive offices in Portland,
Maine and, as of December 31, 2000, 285 offices located in Maine, New Hampshire,
Massachusetts, Vermont, New York and Connecticut. At December 31, 2000, the
Company had consolidated assets of $18.2 billion and consolidated shareholders'
equity of $1.3 billion. Based on total assets at December 31, 2000, the Company
is the largest bank holding company headquartered in northern New England and is
one of the country's 50 largest commercial banking companies.

         The Company offers a broad range of commercial and consumer banking
services and products and trust, investment advisory and insurance brokerage
services through eight wholly-owned banking subsidiaries, all of which are
national banks. These subsidiaries are noted below.

         -        Peoples Heritage Bank, NA ("PHB") operates offices
                  throughout Maine and, through subsidiaries, engages in
                  financial planning, insurance brokerage and equipment leasing
                  activities. At December 31, 2000, PHB had consolidated assets
                  of $4.4 billion and consolidated shareholder's equity of $327
                  million.

         -        Bank of New Hampshire, NA ("BNH") operates offices
                  throughout New Hampshire. At December 31, 2000, BNH had
                  consolidated assets of $4.6 billion and consolidated
                  shareholder's equity of $303 million.

        -         First Massachusetts Bank, NA ("FMB") operates offices in
                  central and western Massachusetts, southern New Hampshire and,
                  through its GBT division, central Connecticut. At December 31,
                  2000, FMB had consolidated assets of $6.2 billion and
                  consolidated shareholder's equity of $438 million.

        -         The Howard Bank, NA, Franklin Lamoille Bank, NA and First
                  Vermont Bank, NA (collectively the "Vermont Banks")
                  collectively operate offices throughout Vermont. At December
                  31, 2000, in the aggregate the Vermont Banks had consolidated
                  assets of $2.1 billion and consolidated shareholder's equity
                  of $160 million.

        -         Evergreen Bank, NA ("EB") operates offices in upstate New
                  York. At December 31, 2000, EB had consolidated assets of $1.3
                  billion and consolidated shareholder's equity of $77 million.

        -         The Stratevest Group, NA ("Stratevest") is a non-depository
                  trust company which provides a variety of personal and
                  corporate fiduciary services. Stratevest is


<PAGE>   7

                  headquartered in Burlington, Vermont and conducts business in
                  each of the states in which the Company's depository
                  subsidiaries have offices. At December 31, 2000, Stratevest
                  had approximately $8.8 billion of assets under management.

         Unless the context otherwise requires, references herein to the Company
include its direct and indirect subsidiaries.

BUSINESS OF THE COMPANY

         The principal business of the Company consists of attracting deposits
from the general public through its offices and using such deposits to originate
loans secured by first mortgage liens on existing single-family (one-to-four
units) residential real estate and existing multi-family (over four units)
residential and commercial real estate, construction loans, commercial business
loans and leases and consumer loans and leases. The Company also provides
various mortgage banking services and, as discussed below, various trust and
investment advisory services, as well as engages in equipment leasing, financial
planning, securities brokerage and insurance brokerage activities. The Company
also invests in investment securities and other permitted investments.

         The Company derives its income principally from interest charged on
loans and leases and, to a lesser extent, from interest and dividends earned on
investments, fees received in connection with the sale and servicing of loans,
deposit services, trust services, investment advisory services and other
services, insurance commissions and gains on the sale of assets. The Company's
principal expenses are interest expense on deposits and borrowings, operating
expenses, provisions for loan and lease losses and income tax expense. Funds for
activities are provided principally by deposits, advances from the Federal Home
Loan Bank ("FHLB"), securities sold under repurchase agreements, amortization
and prepayments of outstanding loans, maturities and sales of investments and
other sources.

         The Company, through Stratevest and the Company's full-service banking
subsidiaries, provides trust services to its customers. The Company offers
employee benefit trust services in which it acts as trustee, custodian,
administrator and/or investment advisor, among other things, for employee
benefit plans for corporate, self-employed, municipal and not-for-profit
employers throughout the Company's market areas. In addition, the Company's
serves as trustee of both living trust and trusts under wills and as such holds,
accounts for and manages financial assets, real estate and special assets.
Custody, estate settlement and fiduciary tax services, among others, also are
offered by the Company. Assets held in a fiduciary capacity by Stratevest and
the trust departments of its banking subsidiaries are not included in the
Company's consolidated balance sheet for financial reporting purposes.

         The Company is registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended ("BHCA"), and as such is subject to
regulation and examination by the Board of Governors of the Federal Reserve
System ("Federal Reserve Board"). The Company and


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its  subsidiaries  are subject to regulation and supervision by various U.S.
federal and state banking and other regulatory authorities.

ACQUISITIONS

         Acquisitions have been, and are expected to continue to be, an
important part of the expansion of the Company's business. Since January 1,
1994, the Company has completed five acquisitions which have been accounted for
under the pooling-of-interests method and ten acquisitions which have been
accounted for under the purchase method. The Company continually evaluates
acquisition opportunities and frequently conducts due diligence in connection
with possible acquisitions. As a result, acquisition discussions and, in some
cases, negotiations frequently take place and future acquisitions involving
cash, debt or equity securities can be expected. Acquisitions typically involve
the payment of a premium over book and market values and, therefore, some
dilution of book value and net income per share of common stock of the Company
may occur in connection with any future transactions.

SUBSIDIARIES

         At December 31, 2000, the Company's only direct subsidiaries were its
eight banking subsidiaries, North Group Realty, Inc., an acquired subsidiary
which holds certain commercial real estate located in Burlington, Vermont, and
the financing vehicles Peoples Heritage Capital Trust I and Banknorth Capital
Trust I. For additional information on these trusts, see Note 12 to the
Consolidated Financial Statements included in Item 8 hereof.

         Set forth below is a brief description of certain of the indirect
non-banking subsidiaries of the Company.

         Investments in Real Estate. The Company's banking subsidiaries hold
certain investments in real estate. Exclusive of other real estate owned and
investments in office properties and facilities, which are discussed under Item
2 hereof, at December 31, 2000 the Company's banking subsidiaries' investments
in real estate consisted entirely of interests in limited partnerships formed
for the purpose of investing in real estate for lower-income families, elderly
housing projects and/or the preservation or restoration of historically or
architecturally significant buildings or structures. At December 31, 2000, the
Company's banking subsidiaries investments in these limited partnerships had a
carrying value of $44.8 million.

         Equipment Leasing Activities. PHB conducts equipment leasing activities
through Banknorth Leasing Corp. ("BLC"). BLC is headquartered in Portland, Maine
and engages in direct equipment leasing activities, primarily involving office
equipment, in the States of Maine, New Hampshire, Massachusetts, Vermont, New
York and Connecticut. At December 31, 2000, BLC had $63.9 million of leases
outstanding.

                                       3
<PAGE>   9

         Financial Planning and Securities Brokerage Activities. PHB conducts
investment planning and securities brokerage activities through Heritage
Investment Planning Group, Inc. ("HIPG"). PHB also offers through HIPG
investments in mutual funds and annuities throughout the Company's market areas.
HIPG offers its services to individuals and small businesses from its office
located in Portland, Maine and from certain of the Company's other locations in
Maine, Massachusetts, New Hampshire, Vermont, New York and Connecticut. Sales
professionals at HIPG are registered representatives of Compulife Investor
Services, Inc., a registered broker/dealer, and all securities brokerage
activities are conducted through Compulife Investor Services, Inc. The sales
professionals receive referrals from the Company's branch offices throughout its
market areas.

         In addition to the foregoing, HIPG conducts insurance sales activities
through its wholly-owned insurance agency, First Massachusetts Insurance Agency,
Inc., and certain other agencies in Maine, Massachusetts, New Hampshire,
Connecticut, Vermont and New York. HIPG either directly or through other
agencies offers life insurance and long-term care insurance products in
conjunction with the sales of investments and annuities.

         Insurance Brokerage Activities. PHB conducts insurance brokerage
activities through Morse, Payson & Noyes ("MPN"), which is the largest insurance
brokerage firm in Maine. MPN also conducts business in (i) New Hampshire under
the trade name A.D. Davis, Incorporated, (ii) Massachusetts through Catalano
Insurance Agency ("Catalano"), a wholly-owned subsidiary of MPN, and the Palmer
Goodell Division of Catalano, and (iii) Connecticut through Arthur A. Watson &
Co., Inc., a wholly-owned subsidiary of MPN.

COMPETITION

         The Company and its banking subsidiaries are subject to vigorous
competition in all aspects and areas of their business from banks and other
financial institutions, including savings and loan associations, savings banks,
finance companies, credit unions and other providers of financial services, such
as money market mutual funds, brokerage firms, consumer finance companies and
insurance companies. The Company and its banking subsidiaries also compete with
non-financial institutions, including retail stores that maintain their own
credit programs and governmental agencies that make available low cost or
guaranteed loans to certain borrowers. Certain of these competitors are larger
financial institutions with substantially greater resources, lending limits,
larger branch systems and a wider array of commercial banking services than that
of the Company and its banking subsidiaries.

         The Company and its banking subsidiaries generally have been able to
compete effectively with other financial institutions by emphasizing customer
service, including local decision-making, by establishing long-term customer
relationships and building customer loyalty and by providing products and
services designed to address the specific needs of our customers. No assurance
can be given, however, that the Company and its banking subsidiaries will
continue to be able to compete effectively with other financial institutions in
the future.

                                       4
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         The financial services industry is likely to become even more
competitive as further technological advances enable more companies to provide
financial services. These technical advances may diminish the importance of
depository institutions and other financial intermediaries in the transfer of
funds between parties.

EMPLOYEES

         The Company had approximately 5,000 full-time equivalent employees as
of December 31, 2000. None of these employees is represented by a collective
bargaining agent, and the Company believes that it enjoys good relations with
its personnel.

REGULATION OF THE COMPANY

         THE FOLLOWING DISCUSSION SETS FORTH CERTAIN OF THE MATERIAL ELEMENTS OF
THE REGULATORY FRAMEWORK APPLICABLE TO BANK HOLDING COMPANIES AND THEIR
SUBSIDIARIES AND PROVIDES CERTAIN SPECIFIC INFORMATION RELEVANT TO THE COMPANY.
THE REGULATORY FRAMEWORK IS INTENDED PRIMARILY FOR THE PROTECTION OF DEPOSITORS
AND THE FEDERAL DEPOSIT INSURANCE FUNDS AND NOT FOR THE PROTECTION OF SECURITY
HOLDERS. TO THE EXTENT THAT THE FOLLOWING INFORMATION DESCRIBES STATUTORY AND
REGULATORY PROVISIONS, IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
PARTICULAR STATUTORY AND REGULATORY PROVISIONS. A CHANGE IN APPLICABLE STATUTES,
REGULATIONS OR REGULATORY POLICY MAY HAVE A MATERIAL EFFECT ON THE BUSINESS OF
THE COMPANY AND ITS SUBSIDIARIES.

         General. The Company, as a bank holding company, is subject to
regulation and supervision by the Federal Reserve Board. Under the BHCA, a bank
holding company is required to file annually with the Federal Reserve Board a
report of its operations and, with its subsidiaries, is subject to examination
by the Federal Reserve Board.

         Activities and Other Limitations. The BHCA generally prohibits a bank
holding company from acquiring direct or indirect ownership or control of more
than 5% of the voting shares of any bank, or increasing such ownership or
control of any bank, without prior approval of the Federal Reserve Board. The
Federal Reserve Board generally may approve an application by a bank holding
company that is adequately capitalized and adequately managed to acquire control
of, or to acquire all or substantially all of the assets of, a bank located in a
state other than the home state of such bank holding company, without regard to
whether such transaction is prohibited under the law of any state, provided,
however, that the Federal Reserve Board may not approve any such application
that would have the effect of permitting an out-of-state bank holding company to
acquire a bank in a host state that has not been in existence for any minimum
period of time, not to exceed five years, specified in the statutory law of the
host state.

                                       5
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         The BHCA also generally prohibits a bank holding company, with certain
exceptions, from acquiring more than 5% of the voting shares of any company that
is not a bank and from engaging in any business other than banking or managing
or controlling banks. Under the BHCA, the Federal Reserve Board is authorized to
approve the ownership of shares by a bank holding company in any company the
activities of which the Federal Reserve Board had determined, by regulation or
by order, to be so closely related to banking or to managing or controlling
banks as to be a proper incident thereto as of November 11, 2000, the day before
the date of enactment of the Gramm-Leach Bliley Act, discussed below. In making
such determinations, the Federal Reserve Board is required to weigh the expected
benefit to the public, such as greater convenience, increased competition or
gains in efficiency, against the possible adverse effects, such as undue
concentration of resources, decreased or unfair competition, conflicts of
interest or unsound banking practices.

         Capital Requirements. The Federal Reserve Board has issued risk-based
and leverage capital guidelines applicable to bank holding companies. In
addition, the Federal Reserve Board may from time to time require that a bank
holding company maintain capital above the minimum levels, whether because of
its financial condition or actual or anticipated growth. The Federal Reserve
Board's risk-based guidelines define a three-tier capital framework. Tier 1
capital consists of common and qualifying preferred shareholders' equity, less
certain intangibles and other adjustments. Tier 2 capital consists of preferred
stock not qualifying as Tier 1 capital, subordinated and other qualifying debt,
and the allowance for credit losses up to 1.25 percent of risk-weighted assets.
Tier 3 capital includes subordinated debt that is unsecured, fully paid, has an
original maturity of at least two years, is not redeemable before maturity
without prior approval by the Federal Reserve Board and includes a lock-in
clause precluding payment of either interest or principal if the payment would
cause the issuing entity's risk-based capital ratio to fall or remain below the
required minimum. The sum of Tier 1 and Tier 2 capital less investments in
unconsolidated subsidiaries represents qualifying total capital, at least 50
percent of which must consist of Tier 1 capital. Risk-based capital ratios are
calculated by dividing Tier 1 and total capital by risk-weighted assets. Assets
and off-balance sheet exposures are assigned to one of four categories of
risk-weights, based primarily on relative credit risk. The minimum Tier 1
capital ratio is 4 percent and the minimum total capital ratio is 8 percent.

         The leverage ratio is determined by dividing Tier 1 capital by adjusted
average total assets. Although the stated minimum ratio is 3 percent, most
banking organizations are required to maintain ratios of at least 100 to 200
basis points above 3 percent.

         At December 31, 2000, the Company's capital ratios substantially
exceeded applicable requirements. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Capital" included in Item 7
hereof and Note 13 to the Consolidated Financial Statements included in Item 8
hereof.

         Affiliated Institutions. Under Federal Reserve Board policy, the
Company is expected to act as a source of financial strength to each subsidiary
bank and to commit resources to support each subsidiary bank in circumstances
when it might not do so absent such policy. The Federal Reserve

                                       6
<PAGE>   12


Board  takes  the  position  that in  implementing  this  policy it may
require bank holding  companies to provide such support when the holding company
otherwise would not consider itself able to do so.

         A bank holding company is a legal entity separate and distinct from its
subsidiary bank or banks. Normally, the major source of a holding company's
revenue is dividends a holding company receives from its subsidiary banks. The
right of a bank holding company to participate as a stockholder in any
distribution of assets of its subsidiary banks upon their liquidation or
reorganization or otherwise is subject to the prior claims of creditors of such
subsidiary banks. The subsidiary banks are subject to claims by creditors for
long-term and short-term debt obligations, including substantial obligations for
federal funds purchased and securities sold under repurchase agreements, as well
as deposit liabilities. Under the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, in the event of a loss suffered by the Federal Deposit
Insurance Corporation ("FDIC") in connection with a banking subsidiary of a bank
holding company (whether due to a default or the provision of FDIC assistance),
other banking subsidiaries of the holding company could be assessed for such
loss.

         Federal laws limit the transfer of funds by a subsidiary bank to its
holding company in the form of loans or extensions of credit, investments or
purchases of assets. Transfers of this kind are limited to 10% of a bank's
capital and surplus with respect to each affiliate and to 20% in the aggregate,
and are also subject to certain collateral requirements. These transactions, as
well as other transactions between a subsidiary bank and its holding company,
also must be on terms substantially the same as, or at least as favorable as,
those prevailing at the time for comparable transactions with non-affiliated
companies or, in the absence of comparable transactions, on terms or under
circumstances, including credit standards, that would be offered to, or would
apply to, non-affiliated companies.

         Financial Modernization. On November 12, 1999, President Clinton signed
into law the Gramm-Leach-Bliley Act, which permits bank holding companies to
become financial holding companies and thereby affiliate with securities firms
and insurance companies and engage in other activities that are financial in
nature. A bank holding company may become a financial holding company if each of
its subsidiary banks is "well capitalized" and "well managed," as defined, and
has at least a satisfactory rating under the Community Reinvestment Act by
filing a declaration that the bank holding company wishes to become a financial
holding company. No regulatory approval is required for a financial holding
company to acquire a company, other than a bank or savings association, engaged
in activities that are financial in nature or incidental to activities that are
financial in nature, as determined by the Federal Reserve Board.

         The Gramm-Leach-Bliley Act defines "financial in nature" to include
securities underwriting, dealing and market making; sponsoring mutual funds and
investment companies; insurance underwriting and agency; merchant banking
activities; and activities that the Federal Reserve Board has determined to be
closely related to banking. A national bank also may engage, subject to
limitations on investment, in activities that are financial in nature, other
than insurance underwriting, insurance company portfolio investment, real estate
development and real estate investment, through

                                       7
<PAGE>   13

a financial subsidiary of the bank, if the bank is well capitalized, well
managed and has at least a satisfactory Community Reinvestment Act rating.
Subsidiary banks of a financial holding company or national banks with financial
subsidiaries must continue to be well capitalized and well managed in order to
continue to engage in activities that are financial in nature without regulatory
actions or restrictions, which could include divestiture of the financial in
nature subsidiary or subsidiaries. In addition, a financial holding company or a
bank may not acquire a company that is engaged in activities that are financial
in nature unless each of the subsidiary banks of the financial holding company
or the bank has a Community Reinvestment Act rating of satisfactory or better.

         As of December 31, 2000, the Company had not elected to become a
financial holding company.

         State Regulation. The Company is registered as a Maine financial
institution holding company under Maine law and as such is subject to regulation
and examination by the Superintendent of Banking of the State of Maine. The
Company also is subject to varying degrees of regulation under the laws of New
Hampshire, Massachusetts, Vermont, New York and Connecticut as a result of its
ownership of banks which are located in these states.

REGULATION OF BANKING SUBSIDIARIES

         General. As national banks each of the Company's banking subsidiaries
is subject to regulation and examination by the Office of the Comptroller of the
Currency ("OCC"). Each of the Company's banking subsidiaries also is subject to
regulation and examination by the FDIC, which insures the deposits of each of
the Company's deposit-taking banking subsidiaries to the maximum extent
permitted by law, and certain requirements established by the Federal Reserve
Board. The federal laws and regulations which are applicable to national banks
regulate, among other things, the scope of their business, their investments,
their reserves against deposits, the timing of the availability of deposited
funds and the nature and amount of and collateral for loans.

         Capital Requirements. Each of the Company's banking subsidiaries is
subject to regulatory capital requirements of the OCC which are substantially
comparable to the regulatory capital requirements of the Federal Reserve Board
applicable to bank holding companies such as the Company, as discussed above. At
December 31, 2000, the regulatory capital of each of the Company's banking
subsidiaries substantially exceeded applicable requirements. See Note 13 to the
Consolidated Financial Statements included in Item 8 hereof.

         Prompt Corrective Action. Section 38 of the Federal Deposit Insurance
Act ("FDIA") provides the federal banking regulators with broad power to take
"prompt corrective action" to resolve the problems of undercapitalized
institutions. The extent of the regulators' powers depends on whether the
institution in question is "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized." Under regulations adopted by the federal banking regulators,
an institution shall be deemed to be (i) "well capitalized" if it has total
risk-based capital ratio of 10.0% or more, has a Tier I risk-based capital


                                       8
<PAGE>   14

ratio of 6.0% or more, has a Tier I leverage capital ratio of 5.0% or more
and is not subject to specified requirements to meet and maintain a
specific capital level for any capital measure; (ii) "adequately capitalized" if
it has a total risk-based capital ratio of 8.0% or more, a Tier I risk-based
capital ratio of 4.0% or more and a Tier I leverage capital ratio of 4.0% or
more (3.0% under certain circumstances) and does not meet the definition of
"well capitalized," (iii) "undercapitalized" if it has a total risk-based
capital ratio that is less than 8.0%, a Tier I risk-based capital ratio that is
less than 4.0% or a Tier I leverage capital ratio that is less than 4.0% (3.0%
under certain circumstances), (iv) "significantly undercapitalized" if it has a
total risk-based capital ratio that is less than 6.0%, a Tier I risk-based
capital ratio that is less than 3.0% or a Tier I leverage capital ratio that is
less than 3.0%, and (v) "critically undercapitalized" if it has a ratio of
tangible equity to total assets that is equal to or less than 2.0%. The
regulations also provide that a federal banking regulator may, after notice and
an opportunity for a hearing, reclassify a "well capitalized" institution as
"adequately capitalized" and may require an "adequately capitalized" institution
or an "undercapitalized" institution to comply with supervisory actions as if it
were in the next lower category if the institution is in an unsafe or unsound
condition or engaging in an unsafe or unsound practice. The federal banking
regulator may not, however, reclassify a "significantly undercapitalized"
institution as "critically undercapitalized."

         An institution generally must file a written capital restoration plan
which meets specified requirements, as well as a performance guaranty by each
company that controls the institution, with an appropriate federal banking
regulator within 45 days of the date that the institution receives notice or is
deemed to have notice that it is "undercapitalized," "significantly
undercapitalized" or "critically undercapitalized." Immediately upon becoming
undercapitalized, an institution becomes subject to statutory provisions which,
among other things, set forth various mandatory and discretionary restrictions
on the operations of such an institution.

         At December 31, 2000, each of the Company's full-service banking
subsidiaries had capital levels which qualified it as a "well-capitalized"
institution under applicable laws and regulations.

         FDIC Insurance Premiums. Each of the Company's banking subsidiaries is
a member of the Bank Insurance Fund ("BIF") administered by the FDIC, although
certain deposits of certain of these entities acquired in acquisitions are
insured by the Savings Association Insurance Fund ("SAIF") administered by the
FDIC.

         As an FDIC-insured institution, each of the Company's banking
subsidiaries is required to pay deposit insurance premiums to the FDIC.
Effective January 1, 1997, the assessment schedule for both BIF and SAIF ranges
from 0 basis points (subject to a $2,000 annual minimum) to 27 basis points. In
addition, both BIF-insured institutions and SAIF-insured institutions are
assessed amounts in order for a federally-chartered Finance Corporation to make
payments on it bonds.

         Brokered Deposits. The FDIA restricts the use of brokered deposits by
certain depository institutions. Under the FDIA and applicable regulations, (i)
a "well capitalized insured depository institution" may solicit and accept,
renew or roll over any brokered deposit without restriction, (ii)

                                       9
<PAGE>   15
an "adequately capitalized insured depository institution" may not accept,
renew or roll over any brokered deposit unless it has applied for and been
granted a waiver of this prohibition by the FDIC and (iii) an "undercapitalized
insured depository institution" may not (x) accept, renew or roll over any
brokered deposit or (y) solicit deposits by offering an effective yield that
exceeds by more than 75 basis points the prevailing effective yields on insured
deposits of comparable maturity in such institution's normal market area or in
the market area in which such deposits are being solicited. The term
"undercapitalized insured depository institution" is defined to mean any insured
depository institution that fails to meet the minimum regulatory capital
requirement prescribed by its appropriate federal banking agency. The FDIC may,
on a case-by-case basis and upon application by an adequately capitalized
insured depository institution, waive the restriction on brokered deposits upon
a finding that the acceptance of brokered deposits does not constitute an unsafe
or unsound practice with respect to such institution. The Company's banking
subsidiaries had $169 million of brokered deposits outstanding at December 31,
2000.

         Community Investment and Consumer Protection Laws. In connection with
its lending activities, each of the Company's banking subsidiaries is subject to
a variety of federal laws designed to protect borrowers and promote lending to
various sectors of the economy and population. Included among these are the
federal Home Mortgage Disclosure Act, Real Estate Settlement Procedures Act,
Truth-in-Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act
and Community Reinvestment Act ("CRA").

         The CRA requires insured institutions to define the communities that
they serve, identify the credit needs of those communities and adopt and
implement a "Community Reinvestment Act Statement" pursuant to which they offer
credit products and take other actions that respond to the credit needs of the
community. The responsible federal banking regulator must conduct regular CRA
examinations of insured financial institutions and assign to them a CRA rating
of "outstanding," "satisfactory," "needs improvement" or "unsatisfactory." In
2000, the CRA rating of the Company's banking subsidiaries was either
"outstanding" or "satisfactory."

         Limitations on Dividends. The Company is a legal entity separate and
distinct from its banking and other subsidiaries. The Company's principal source
of revenue consists of dividends from its banking subsidiaries. The payment of
dividends by the Company's banking subsidiaries is subject to various regulatory
requirements.

         Miscellaneous. The Company's banking subsidiaries are subject to
certain restrictions on loans to the Company or its non-bank subsidiaries, on
investments in the stock or securities thereof, on the taking of such stock or
securities as collateral for loans to any borrower, and on the issuance of a
guarantee or letter of credit on behalf of the Company or its non-bank
subsidiaries. The Company's banking subsidiaries also are subject to certain
restrictions on most types of transactions with the Company or its non-bank
subsidiaries, requiring that the terms of such transactions be substantially
equivalent to terms of similar transactions with non-affiliated firms.

                                       10
<PAGE>   16

         Regulatory Enforcement Authority. The enforcement powers available to
federal banking regulators is substantial and includes, among other things, the
ability to assess civil money penalties, to issue cease-and-desist or removal
orders and to initiate injunctive actions against banking organizations and
institution-affiliated parties, as defined. In general, these enforcement
actions may be initiated for violations of laws and regulations and unsafe or
unsound practices. Other actions or inactions may provide the basis for
enforcement action, including misleading or untimely reports filed with
regulatory authorities.

TAXATION

         The Company and its banking subsidiaries are subject to those rules of
federal income taxation generally applicable to corporations under the Code. The
Company and its banking subsidiaries, as members of an affiliated group of
corporations within the meaning of Section 1504 of the Code, file a consolidated
federal income tax return, which has the effect of eliminating or deferring the
tax consequences of inter-company distributions, including dividends, in the
computation of consolidated taxable income.

         The Company also is subject to various forms of state taxation under
the laws of Maine, New Hampshire, Massachusetts, Vermont, New York and
Connecticut as a result of its ownership of banks located in these states.

         For additional information regarding the business of the Company, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in Item 7 hereof.

ITEM 2. PROPERTIES

         At December 31, 2000, the Company conducted its business from its
executive offices at Two Portland Square, Portland, Maine and 285 offices
located in Maine, New Hampshire, Massachusetts, Vermont, New York and
Connecticut. For information regarding the Company's premises and equipment and
its lease obligations, see Notes 6 and 14 respectively, to the Consolidated
Financial Statements included in Item 8 hereof.

         The following table sets forth certain information with respect to the
offices of the Company as of December 31, 2000.


                                   Number of
       State                    Banking Offices          Deposits
       -----                    ---------------          --------
                                                  (Dollars in Thousands)

Maine                                61                $ 2,779,434
New Hampshire                        80                  3,464,010
Massachusetts                        74                  3,051,450
Vermont                              37                  1,569,719
New York                             27                    987,744
Connecticut                           6                    254,899
                                    ---                -----------
    Total                           285                $12,107,256
                                    ===                ===========

                                       11
<PAGE>   17

ITEM 3. LEGAL PROCEEDINGS

         The Company is involved in routine legal proceedings occurring in the
ordinary course of business which in the aggregate are believed by management to
be immaterial to the financial condition and results of operations of the
Company.

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

PART II.

         ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
                  MATTERS

         The information contained under the section captioned "Common Stock
Prices" on the inside back cover of the Company's Annual Report to Shareholders
for the year ended December 31, 2000 (the "Annual Report") is incorporated
herein by reference.

         ITEM 6.  SELECTED FINANCIAL DATA

         The information contained in the table captioned "Selected Consolidated
Financial Highlights" on page 17 of the Company's Annual Report is incorporated
herein by reference.

         ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

         The information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 18 through 33 of the Company's Annual Report is incorporated herein by
reference.

         ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations - Asset
Liability Management" on pages 31 and 32 of the Company's Annual Report is
incorporated herein by reference.

         ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements and supplementary data required are contained
on pages 34 through 60 of the Company's Annual Report and are incorporated
herein by reference.

                                       12
<PAGE>   18

         ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURES

         None.

PART III.

         ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Incorporated by reference to "Election of Directors" on pages 2 through
5 and "Executive Officers who are not Directors" on pages 8 through 10 of the
definitive Proxy Statement of the Company, dated March 21, 2001 (the "Proxy
Statement").

         ITEM 11. EXECUTIVE COMPENSATION

         Incorporated by reference to "Compensation of Executive Officers and
Transactions with Management" on pages 14 through 18 of the Proxy Statement.

         ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Incorporated by reference to "Beneficial Ownership of Common Stock by
Certain Beneficial Owners and Management" on pages 11 and 12 of the Proxy
Statement.

         ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Incorporated by reference to "Certain Transactions" on page 22 of the
Proxy Statement.

PART IV.

         ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K

         (a)(1) The following financial statements are incorporated by reference
from Item 8 hereof and the Annual Report to Shareholders included herein as
Exhibit 13:

         Consolidated balance sheets at December 31, 2000 and 1999

         Consolidated statements of income for each of the years in the
         three-year period ended December 31, 2000

         Consolidated statements of changes in shareholders' equity for each of
         the years in the three-year period ended December 31, 2000

                                       13
<PAGE>   19

         Consolidated statements of cash flows for each of the years in the
         three-year period ended December 31, 2000

         Notes to Consolidated Financial Statements

Independent Auditors' Report

         (a)(2) All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission are
omitted because of the absence of conditions under which they are required or
because the required information is included in the financial statements and
related notes thereto.

         (a)(3)   The following exhibits are included as part of this Form 10-K.


EXHIBIT NO.                         EXHIBIT                            LOCATION
-----------                         -------                            --------

3(a)(1)      Amended and Restated Articles of
             Incorporation of the Company                                (1)

3(a)(2)      Amendments to the Articles of Incorporation of
             the Company                                                 (2)

3(b)         Bylaws of the Company

4(a)         Specimen Common Stock certificate                           (3)

4(b)         Certificate of Trust of Peoples Heritage Capital Trust I    (4)

4(c)         Amended and Restated Declaration of Trust relating to
             Peoples Heritage Capital Trust I, dated as of January
             31, 1997, between the Company and the trustees named
             therein                                                     (4)

4(d)         Form of Common Securities and form of Capital
             Securities of Peoples Heritage Capital Trust I (included
             as Exhibits to the Amended and Restated Declaration
             included as Exhibit 4(d))                                   (4)

4(e)         Indenture, dated as of January 31, 1997, between the
             Company and The Bank of New York, as trustee, relating
             to Junior Subordinated Deferrable Interest
             Debentures due 2027 of the Company                          (4)

4(f)         Form of Junior Subordinated Deferrable Interest
             Debentures due 2027 of the Company (included as
             Exhibit A to the Indenture included as Exhibit 4(f))        (4)


                                       14

<PAGE>   20
EXHIBIT NO.                         EXHIBIT                            LOCATION
-----------                         -------                            --------

4(g)         Series A Capital Securities Guarantee Agreement, dated
             as of January 31, 1997, relating to the Series A Capital
             Securities of Peoples Heritage Capital Trust I              (5)

4(h)         Common Securities Guarantee Agreement, dated as of
             January 31, 1997, relating to the Common Securities of
             Peoples Heritage Capital Trust I                            (5)

4(i)         Certificate of Trust of Banknorth Capital Trust I           (6)

4(j)         Amended and Restated Declaration of Trust relating to
             Banknorth Capital Trust I, dated as of May 1, 1997,
             between Banknorth Group, Inc. and the trustees
             named therein                                               (6)

4(k)         Form of Capital Security of Banknorth Capital Trust I       (6)

4(l)         Indenture, dated as of May 1, 1997, between Banknorth
             Group, Inc. and First National Bank of Chicago, as
             trustee                                                     (6)

4(m)         Form of Junior Subordinated Debenture due 2027 of
             Banknorth Group, Inc.                                       (6)

4(n)         Form of Guarantee Agreement                                 (6)

10(a)        Form of Severance Agreement between the Company and
             each of Messrs. Ryan and Verrill                            (7)

10(b)        Severance Agreement between the Company and
             Thomas J. Pruitt                                            (8)

10(c)        Severance Agreement between the Company and
             Christopher W. Bramley

10(d)        Severance Agreement between the Company and
             Richard J. Fitzpatrick                                      (8)

10(e)        Form of Severance Agreement between the Company and
             each other executive officer of the Company identified
             in the Proxy Statement

10(f)(1)     Supplemental Retirement Agreement among the
             Company, its subsidiaries and William J. Ryan               (9)

10(f)(2)     Amendment to the Supplemental Retirement Agreement
             among the Company, its  subsidiaries and William J. Ryan

10(g)(1)     Supplemental Retirement Agreement among the
             Company, its subsidiaries and Peter J. Verrill              (9)


                                       15
<PAGE>   21
EXHIBIT NO.                         EXHIBIT                            LOCATION
-----------                         -------                            --------

10(g)(2)     Amendment to the Supplemental Retirement Agreement
             among the Company, its subsidiaries and
             Peter J. Verrill

10(h)        Supplemental Retirement Agreement among the Company,
             its subsidiaries and John W. Fridlington                   (10)

10(i)(1)     Form of Supplemental Retirement Agreement among the
             Company, its subsidiaries and each executive officer
             of the Company named in the Proxy Statement (other
             than Messrs. Ryan, Verrill, Fridlington and Pruitt)        (11)

10(i)(2)     Form of Amendment to Supplemental Retirement Agreement
             among the Company, its subsidiaries and each executive
             officer of the Company named in the Proxy Statement
             (other than Messrs. Ryan, Verrill and Fridlington)

10(j)        Amended and Restated 2000 Deferred Compensation Plan
             for Non-Employee Directors and Key Employees

10(k)        1986 Stock Option and Stock Appreciation Rights
             Plan, as amended                                         (1)(12)

10(l)        1986 Employee Stock Purchase Plan, as amended            (1)(12)

10(m)        Amended and Restated Restricted Stock Plan for Non-
             Employee Directors                                          (5)

10(n)(1)     Amended and Restated 1995 Stock Option Plan for Non-
             Employee Directors, as amended                             (13)

10(n)(2)     Amendment to Amended and Restated 1995 Stock Option
             Plan for Non-employee Directors, as amended                (14)

10(o)(1)     Amended and Restated 401(k) Plan                            (5)

10(o)(2)     First Amendment to Amended and Restated 401(k) Plan         (5)

10(o)(3)-(8) Second through the Seventh Amendments to the Amended
             and Restated 401(k) Plan, respectively

10(p)(1)     Profit Sharing Employee Stock Ownership Plan               (15)

10(p)(2)     First Amendment to Profit Sharing Employee Stock
             Ownership Plan                                             (16)

10(p)(3)     Second Amendment to Profit Sharing Employee Stock
             Ownership Plan                                             (16)

10(p)(4)     Third Amendment to Profit Sharing Employee Stock
             Ownership Plan

10(q)        1996 Equity Incentive Plan, as amended                     (17)


                                       16
<PAGE>   22
EXHIBIT NO.                          EXHIBIT                          LOCATION
-----------                          -------                          --------

10(r)        Bank of New Hampshire Corporation Executive Excess
             Benefit Plan for Paul R. Shea                             (18)

10(s)        Supplemental Executive Retirement Plan agreement
             between The Family Mutual Savings Bank and
             David D. Hindle                                           (19)

10(t)        Split Dollar Insurance Agreement between The
             Family Mutual Savings Bank and David D. Hindle            (20)

10(u)        Consulting Agreement between the Company and
             David D. Hindle                                           (21)

10(v)        Banknorth Group, Inc. Supplemental Employee
             Retirement Plan, dated January 1, 1995 (which
             covers only Mr. Pruitt)                                   (22)

10(w)        Supplemental Executive Retirement Plan of
             Evergreen Bancorp, Inc. (which covers only
             Director Dougan)                                          (23)

10(x)        Stockholder Rights Agreement, dated as of September
             12, 1989 and amended and restated as of July 27, 1999
             and as of July 25, 2000, between the Company and
             American Stock Transfer & Trust Company,
             as Rights Agent                                           (24)

13           Annual Report to Shareholders for 2000

21           Subsidiaries of the Company

23           Consent of KPMG LLP

--------------

(1) Incorporated by reference to the Agreement and Plan of Merger, dated as of
October 27, 1997, between the Company and CFX Corporation, which is included as
Exhibit A to the Prospectus/Proxy Statement included in the Form S-4
Registration Statement (No. 333-23991) filed by the Company with the Securities
and Exchange Commission ("SEC") on December 31, 1997.

(2) Exhibits are incorporated by reference to (i) the proxy statement filed by
the Company with the SEC on March 23, 1998, (ii) the proxy statement filed by
the Company with the SEC on March 22, 2000 and (iii) the Form S-4 Registration
Statement (No. 333-95587) filed by the Company with the SEC on January 28, 2000,
which describes an amendment which changed the name of the Company to "Banknorth
Group, Inc."

(3) Exhibit is incorporated by reference to the Form S-4 Registration Statement
(No. 333-95587) filed by the Company with the SEC on January 28, 2000.

(4) Exhibit is incorporated by reference to the Form S-4 Registration Statement
(No. 333-23991) filed by Peoples Heritage Capital Trust I with the SEC on March
26, 1997.

                                       17
<PAGE>   23


(5) Exhibit is incorporated by reference to the Company's Form 10-K report for
the year ended December 31, 1996, filed with the SEC on March 31, 1997.

(6) Exhibit is incorporated by reference to the Form S-4 Registration Statement
(No. 333-36257-01) filed by Banknorth Capital Trust I with the SEC on September
24, 1997.

(7) Exhibit is incorporated by reference to the Company's Form 10-Q report for
the three months ended March 31, 2000, filed with the SEC on May 15, 2000.

(8) Exhibit is incorporated by reference to the Company's Form 8-K report,
filed with the SEC on May 11, 2000.

(9) Exhibit is incorporated by reference to the Company's Form 10-K report for
the year ended December 31, 1990, filed with the SEC on March 23, 1991.

(10) Exhibit is incorporated by reference to the Company's Form 10-K report for
the year ended December 31, 1994, filed with the SEC on March 30, 1995.

(11) Exhibit is incorporated by reference to the Company's Form 10-K report for
the year ended December 31, 1997, filed with the SEC on March 27, 1998.

(12) An amendment to the 1986 Stock Option and Stock Appreciation Rights Plan is
incorporated by reference to the proxy statement filed by the Company with the
SEC on March 24, 1994, and an amendment to the Employee Stock Purchase Plan is
incorporated by reference to the proxy statement filed by the Company with the
SEC on March 24, 1993.

(13) Exhibit is incorporated by reference to the proxy statement filed by the
Company with the SEC on March 21, 1997.

(14) Exhibit is incorporated by reference to the proxy statement filed by the
Company with the SEC on March 22, 2000.

(15) Exhibit is incorporated by reference to the Form S-1 Registration Statement
(No. 33-53236) filed by the Company with the SEC on November 23, 1992.

(16) Exhibit is incorporated by reference to the Company's Form 10-K report for
the year ended December 31, 1995, filed with the SEC on March 29, 1996.

(17) Exhibit is incorporated by reference to the proxy statement filed by the
Company with the SEC on March 21, 2001.

(18) Exhibit is incorporated by reference to the Form 10-K report filed by
Bank of New Hampshire Corporation (File No. 0-9517) for the year ended
December 31, 1994.

                                       18
<PAGE>   24


(19) Exhibit is incorporated by reference to the Form 10-K report filed by
Family Bancorp (File No. 0-17252) for the year ended December 31, 1993.

(20) Exhibit is incorporated by reference to the Form S-4 Registration Statement
(No. 33-18613) filed by Family Bancorp.

(21) Exhibit is incorporated by reference to the Form 10-K report filed by the
Company for the year ended December 31, 1999.

(22) Exhibit is incorporated by reference to the Form 10-K report filed by
Banknorth Group, Inc. (which merged into the Company on May 10, 2000) for the
year ended December 31, 1994.

(23) Exhibit is incorporated by reference to the Form 10-K report filed by
Evergreen Bancorp, Inc. for the year ended December 31, 1996.

(24) Exhibit is incorporated by reference to the Form 8-A/A report filed by the
Company with the SEC on July 28, 2000.

         The Company's management contracts or compensatory plans or
arrangements consist of Exhibit Nos. 10(a)-(w).

         (b) Not applicable.

         (c) See (a)(3) above for all exhibits filed herewith and the
             Exhibit Index.

         (d) There are no other financial statements and financial statement
schedules which were excluded from the Annual Report to Shareholders which are
required to be included herein.

                                       19
<PAGE>   25

                                   SIGNATURES


         Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


BANKNORTH GROUP, INC.



By: /s/ William J. Ryan                                 Date: March 27, 2001
   ----------------------------------
     William J. Ryan
     Chairman, President and Chief
     Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates indicated.


                                                        Date:
----------------------------------
Thomas J. Amidon, Esq.
Director


/s/ Gary G. Bahre                                       Date: March 27, 2001
-------------------------------------
Gary G. Bahre
Director


/s/ P. Kevin Condron                                    Date: March 27, 2001
-------------------------------------
P. Kevin Condron
Director


/s/ Susan C. Crampton                                   Date: March 27, 2001
--------------------------------------
Susan C. Crampton, C.P.A.
Director


/s/George W. Dougan                                     Date: March 27, 2001
-------------------------------------
George W. Dougan
Director

                                                        Date:
-------------------------------------
Katherine M. Greenleaf
Director


/s/ Luther F. Hackett                                   Date: March 27, 2001
-------------------------------------
Luther F. Hackett
Director


/s/ Douglas S. Hatfield                                 Date: March 27, 2001
-------------------------------------
Douglas S. Hatfield
Director


/s/ David D. Hindle                                     Date: March 27, 2001
-------------------------------------
David D. Hindle
Director

                                       20
<PAGE>   26


/s/ Dana S. Levenson                                    Date: March 27, 2001
-------------------------------------
Dana S. Levenson
Director


/s/ Philip A. Mason                                     Date: March 27, 2001
-------------------------------------
Philip A. Mason
Director


/s/ John M. Naughton                                    Date: March 27, 2001
-------------------------------------
John M. Naughton
Director


/s/ Malcolm W. Philbrook, Jr.                           Date:  March 27, 2001
-------------------------------------
Malcolm W. Philbrook, Jr.
Director


/s/ Angelo Pizzagali                                    Date: March 27, 2001
-------------------------------------
Angelo Pizzagali
Director


/s/ Pamela P. Plumb                                     Date:  March 27, 2001
-------------------------------------
Pamela P. Plumb
Vice Chairman


/s/ Seth A. Resnicoff                                   Date: March 27, 2001
-------------------------------------
Seth A. Resnicoff
Director


/s/ William J. Ryan                                     Date:  March 27, 2001
-------------------------------------
William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)


                                                        Date:
-------------------------------------
Curtis M. Scribner
Director


/s/ Paul R. Shea                                        Date:  March 27, 2001
-------------------------------------
Paul R. Shea
Director


/s/ John E. Veasey                                      Date:  March 27, 2001
-------------------------------------
John E. Veasey
Director

                                       21

<PAGE>   27

                                                        Date:
-------------------------------------
Patrick E. Welch
Director


/s/ Peter J. Verrill                                    Date:  March 27, 2001
-------------------------------------
Peter J. Verrill
Executive Vice President, Chief
Operating Officer, Chief Financial
Officer and Treasurer (principal
financial officer)


/s/ Steven J. Boyle                                     Date:  March 27, 2001
-------------------------------------
Steven J. Boyle
Executive Vice President and
Controller (principal accounting
officer)


                                       22