2003 Nominating Charter: BNK

I. Nominating and Corporate Governance Committee Purpose
The Nominating and Corporate Governance Committee (the "Committee") is appointed by the Board of Directors of Banknorth Group, Inc. ("Banknorth") to assist the Board in fulfilling its oversight responsibility. The primary duties and responsibilities of the Committee are to:

Identify individuals who are qualified to become Board members;
To recommend to the full Board the selection of qualified individuals who are qualified to serve as Board members;
To develop corporate governance principles applicable to Banknorth and to govern the conduct of the Board and its members; and
To oversee the evaluation of the Board and its members.
The Committee has the authority to access any consultant of Banknorth to aid it in its responsibilities including attorneys, auditors and legal counsel. The Committee has the sole authority and ability to retain, compensate and terminate, at Banknorth's expense, any search firm used to identify director candidates as is necessary to undertake its responsibilities.
II. Nominating and Corporate Governance Committee Compensation and Meetings

Committee members must meet the New York Stock Exchange ("NYSE") listing standards and other statutory or regulatory requirements relative to director independence. The Committee must have three or more independent directors as determined by the Board, each of whom must be independent, non-executive directors, free from any relationship that would interfere with the exercise of its members' equitable judgment. Non-independent directors may attend Committee meetings and assist the Committee in establishing its meeting agendas. Compensation for service on the Committee will be established by the full Board based on the recommendations of the Human Resources Committee.

Committee members are nominated by the Committee and appointed by the Board of Directors annually at its Organizational Meeting. The membership of the Committee members includes the vice-chairmen and Lead Directors designated by the Board and other members appointed by the full boards of Banknorth.

The Committee must meet at least two times annually, or more frequently as circumstances dictate. The Committee Chair must approve an agenda in advance of each meeting. If the Chair is not present, the members of the Committee may designate a Chair by a majority vote of those present. The Committee may meet in executive session annually to review the performance of the Board and/or to discuss any other matters that it believes should be discussed without management present and will present a full report to the Board annually.

III. Nominating and Corporate Governance Committee Responsibilities and Duties

A. Recommend Qualified Individuals for Board membership

Review individual qualifications for service of individuals on the full Board;
Recommend to the Board individuals for Board membership, and,
Recommend to the Board nominees for election of directors at the Annual Meeting of Shareholders.
B. Committee Membership and Qualifications
Recommend to the full Board the establishment of Board committees and sub-committees, as necessary, at the annual Organizational Meeting of Banknorth and at other times during the year, if necessary;
Recommend to the full Board the membership and composition of each of the Board committees and sub-committees and recommend removal of any committee member, if necessary; and,
Review qualifications of Directors for committee membership.
C. Develop and Oversee Corporate Governance Principles
Develop and annually review Corporate Governance Principles for the overall governance of the Board of Banknorth and its subsidiaries.
D. Other
Oversee annual evaluation of the Committee and communicate results to the Board;
Oversee annual evaluation of the full Board and communicate results to the Board; and,
Maintain minutes of meetings, which are circulated to the full Board and report to the Board of Directors on a regular basis.
Date: February 25, 2003
Approved by Nominating and Corporate Governance Committee
Date: February 25, 2003
Approved by Board of Directors of Banknorth Group, Inc.