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                                                                EXHIBIT 10(r)(2)
                                 FIRST AMENDMENT
                                     TO THE
                     PEOPLES HERITAGE FINANCIAL GROUP, INC.
                PROFIT-SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

     The Peoples Heritage Financial Group, Inc. Profit-Sharing and Employee
Stock Ownership Plan ("Plan") was last amended and restated effective generally
January 1, 1989. The Plan is hereby amended in the following respects:

     i.   The terms used in this Amendment shall have the meanings set forth in
the Plan, unless the context indicates otherwise.

     ii.  Section 1.11 is hereby amended to read as follows:

          "1.11 Earnings. The total compensation paid by the Company to the
     Employee for services rendered while a Participant that constitutes wages
     as defined in Section 3401(a) of the Code and all other payments made by
     the Company to an Employee for services rendered while a Participant for
     which the Company is required to furnish the Employee a written statement
     under Sections 6041(d), 6051(a)(3) and 6052 of the Code without regard to
     any rules under Section 3401(a) of the Code that limit the remuneration
     included in wages based on the nature or location of the employment or
     service performed. Notwithstanding the forgoing to the contrary, Earnings
     (i) shall include elective contributions made by the Company on behalf of
     an Employee that are not includable in income under Section 125, Section
     402(e)(3) or Section 402(h) of the Code; and (ii) shall be reduced by
     reimbursements or other expense allowances, fringe benefits (cash and
     non-cash), moving expenses, deferred compensation and welfare benefits.

          Notwithstanding the foregoing to the contrary, effective January 1,
     1989, the annual Earnings of any Employee in excess of Two Hundred Thousand
     Dollars ($200,000.00) (or such higher amount as the Secretary of the
     Treasury may prescribe) shall not be taken into account under the Plan,
     and, effective January 1, 1994, the annual Earnings of any Employee in
     excess of One Hundred Fifty Thousand Dollars ($150,000.00) (or such higher
     amount as the Secretary may prescribe) shall not be taken into account
     under the Plan. In the event Earnings are determined based on a period of
     time which contains fewer than twelve (12) calendar months, the annual
     Earnings limit shall be an amount equal to the annual Earnings limit for
     the calendar year in which the period begins multiplied by a fraction, the
     numerator of which is the number of full calendar months and the
     denominator of which is twelve (12). For purposes of the annual Earnings
     limit, any Earnings paid to an Employee who is the spouse or a lineal
     descendant (who has not attained age nineteen (19) by the close of the Plan
     Year) of an Employee who is a five percent owner (as defined in Section
     416(i) of the Code) or one of the ten (10) Highly Compensated Employees
     paid the highest earnings (as defined in Section 4.8(a)(5)) for the Plan
     Year shall be
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     treated as paid to or on behalf of such five percent owner or Highly
     Compensated Employee. If Earnings for a prior Plan Year are taken into
     account for any Plan Year, such Earnings shall be subject to the annual
     Earnings limit in effect for such prior Plan Year."

     iii. Section 1.31 is hereby amended to read as follows:

          "1.31 Plan Administrator. A committee of not less than four (4)
     individuals appointed by the Board of Directors."

     iv.  Section 4.4 is hereby amended to read as follows:

          "4.4 Allocation of Company Contributions and Forfeitures. Company
     contributions and any Forfeitures from Participants' ESOP Accounts (whether
     in whole or fractional shares of Stock, cash or other property) during the
     Plan Year shall be allocated to the ESOP Stock Accounts and ESOP Cash
     Accounts, as the case may be, of Participants who completed at least 1,000
     Hours of Service during such Plan Year and who were employed by the Company
     or an Affiliate on the last day of such Plan Year, or terminated employment
     during such year on account of death, Disability or Retirement. Such
     allocation shall be made in the same proportion that each such
     Participant's Earnings for the Plan Year bears to the total Earnings of all
     such Participants for the Plan Year."

     v.   Section 4.8(a)(5) is hereby amended to read as follows:

          "(5) 'Section 415 Compensation' shall mean, with respect to a
     Limitation Year, the total compensation paid by an Employer to an Employee
     for services rendered while an Employee that constitutes wages as defined
     in Section 3401(a) of the Code, and all other payments by the Employer to
     an Employee for services rendered while an Employee for which the Employer
     is required to furnish the Employee a written statement under Sections
     6041(d), 6051(a)(3) and 6052 of the Code, without regard to any rules that
     limit the remuneration included in wages based on the nature or location of
     the employment or services performed. 'Limitation Year' shall mean the
     calendar year."

     vi.  Section 6.6 Loans to Participants and all references thereto are
          hereby deleted.

     vii. Section 6.7 is hereby amended to read as follows:

          6.7  Direct Rollovers.

          (a)  Effective January 1, 1993, a Participant who is entitled to
               receive an eligible rollover distribution may elect to have such
               distribution (or a portion thereof not less than Five Hundred
               Dollars ($500.00)) made


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               directly to an eligible retirement plan ("direct rollover 
               election").

                    An alternate payee who is entitled to receive an eligible
               rollover distribution pursuant to a qualified domestic relations
               order under Section 6.9 and who is the spouse or a former spouse
               of a Participant may make a direct rollover election as if such
               alternate payee were the Participant.

                    A surviving spouse who is entitled to receive an eligible
               rollover distribution by reason of the Participant's death may
               make a direct rollover election; provided that such election is
               restricted to an eligible retirement plan that is an individual
               retirement account described in Section 408(a) of the Code or an
               individual retirement annuity described in Section 408(b) of the
               Code.

          (b)  No earlier than ninety (90) days and no later than thirty (30)
               days before an eligible rollover distribution is to be made, the
               Plan Administrator shall provide the Participant, alternate
               payee, or surviving spouse, as the case may be, with a written
               explanation of:

                    (1)  the rules under which he may make a direct rollover
                         election;

                    (2)  the legal requirement that federal income tax be
                         withheld from the distribution if he does not elect a
                         direct rollover;

                    (3)  the rules under which the amount that he actually
                         receives will not be subject to federal income tax if
                         such amount is transferred ("rolled over") within sixty
                         (60) days after being received pursuant to Section
                         402(c) of the Code;

                    (4)  the rules, if applicable, for receiving special income
                         tax averaging, or capital gain treatment, under Section
                         402(d) of the Code; and

                    (5)  the Plan provisions under which a direct rollover
                         election with respect to one payment in a series of
                         periodic payments will apply to all subsequent payments
                         until such election is changed.

               Notwithstanding the foregoing to the contrary, if an eligible
               rollover distribution is one of a series of periodic payments,
               the explanation


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               required by this Paragraph (b) shall be provided annually as long
               as such payments continue.

          (c)  A direct rollover election shall be made in such manner and at
               such time as the Plan Administrator shall prescribe, and shall
               include:

                    (1)  the name of the eligible retirement plan;

                    (2)  a statement that such plan is an eligible retirement
                         plan; and

                    (3)  any other information necessary to permit a direct
                         rollover by the means selected by the Plan
                         Administrator.

                    An election to make a direct rollover with respect to one
               payment in a series of periodic payments shall apply to all
               subsequent payments in the series until such election is changed;
               such change with respect to subsequent payments may be made at
               any time.

          (d)  Notwithstanding Paragraph (b) to the contrary, if an individual,
               after receiving the written explanation required by subsection
               (b) affirmatively elects to make or not make a direct rollover,
               an eligible rollover distribution may be made less than thirty
               (30) days after the date such written explanation was given,
               provided the Plan Administrator has informed such individual, in
               writing, of his right to a period of at least thirty (30) days to
               make such election.

          (e)  As used in this Section, the following terms shall have the
               following meanings:

                    (1)  'Eligible Retirement Plan' shall mean

                         (A)  an individual retirement account, described in
                              Section 408(a) of the Code;

                         (B)  an individual retirement annuity described in
                              Section 408(b) of the Code (other than an
                              endowment contract);

                         (C)  a trust described in Section 401(a) of the Code
                              which is exempt from tax under Section 501(a) of
                              the Code and which is part of a defined
                              contribution plan described in Section 414(i) of
                              the Code


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                              that permits rollover contributions; or

                         (D)  an annuity plan described in Section 403(a) of the
                              Code.

                    (2)  'Eligible Rollover Distribution' shall mean a
                         distribution from the Plan of Two Hundred Dollars
                         ($200.00) or more, excluding the following:

                         (A)  a distribution that is one of a series of periodic
                              payments (not less frequently than annually) made
                              for a specified period of ten (10) years or
                              longer, for the distributee's life expectancy (or
                              the joint life expectancy of the distributee and
                              his designated Beneficiary), or for the
                              distributee's life (or the joint lives of the
                              distributee and his designated Beneficiary);

                         (B)  a required distribution pursuant to Section
                              401(a)(9) of the Code."

     viii. Section 7.1 is hereby amended to read as follows:

          "7.1 Plan Administrator. The general administration of the Plan shall
     be vested in the Plan Administrator, who shall be a named fiduciary for
     purposes of Section 402(a) (2) of ERISA. In performing its duties, the Plan
     Administrator shall have the fullest discretion permitted under ERISA and
     the provisions of this Plan, and shall have all powers granted by the
     provisions of the Plan and the Trust Agreement except those specifically
     granted or allocated to the Board of Directors, to the Trustees, and any
     Investment Manager."

     ix.  Section 7.2(i) of the Plan is hereby amended to read as follows:

          "(i) to select any investment managers;"

     x.   Section 7.3 is hereby amended to read as follows:

          "7.3 Delegation of Ministerial Duties. The Plan Administrator may
     delegate to any of its members or to any Employee or Employees, severally
     or jointly, the authority to perform any ministerial act in connection with
     the administration of the Plan."

     xi.  Section 9.1(a)(3) is hereby amended to read as follows:



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          "(3) decrease a Participant's ESOP Accounts balance (except to the
               extent permitted under Section 412(c)(8) of the Code), eliminate
               an optional form of benefit (except to the extent permitted by
               regulations), or have the effect of decreasing a Participant's
               Vested Interest determined without regard to such amendment as of
               the later of the date such amendment is adopted or the date it
               becomes effective."

     xii. Section 9.1 is amended by adding a new subsection (d) to read as
          follows:

               "(d) If the vesting schedule in effect under the Plan is amended,
                    each Participant who has completed at least three (3) Years
                    of Service may elect to have his or her Vested Interest
                    determined without regard to such amendment. The Plan
                    Administrator shall promptly give each such Participant
                    written notice of the adoption of any such amendment and the
                    availability of the election to have his or her Vested
                    Interest determined without regard to such amendment. An
                    election by a Participant shall be in writing and shall be
                    effective if filed with the Plan Administrator at any time
                    during the period beginning with the date such amendment is
                    adopted and ending on the later of (i) the date which is 60
                    days after the day such amendment is adopted, (ii) the date
                    which is 60 days after the day such amendment becomes
                    effective, or (iii) the date which is 60 days after the day
                    the Participant receives written notice of such amendment.
                    An election once made shall be irrevocable. For purposes of
                    this Section, a Participant shall be considered to have
                    completed 3 Years of Service if the Participant has
                    completed 3 Years of Service prior to the expiration of the
                    period in which an election could be made."

     xiii. This Amendment shall be effective January 1, 1989.

     IN WITNESS WHEREOF, Peoples Heritage Financial Group, Inc. has caused this
Amendment to be executed by its duly authorized officer on this 23rd day of May
1995.


                                    PEOPLES HERITAGE FINANCIAL GROUP, INC.



                                    By   /s/ Carol L. Mitchell
                                         --------------------------------
                                         Name:  Carol L. Mitchell
                                         Title: Senior Vice President and
                                                General Counsel



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