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                                                                EXHIBIT 10(e)(2)


                               FIRST AMENDMENT TO
                        SUPPLEMENTAL RETIREMENT AGREEMENT

         THIS FIRST AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT (this
"Amendment") is made and entered into as of this 1st day of April, 2001 by and
between Banknorth Group, Inc. (formerly known as Peoples Heritage Financial
Group, Inc. and hereinafter referred to as the "Company"), and John W.
Fridlington (the "Executive").

                                    RECITALS:

A.       The Company and the Executive are parties to a certain Supplemental
Retirement Agreement dated as of January 1, 1996 (the "Original Agreement"). The
Original Agreement, as amended by this Agreement is referred to as the
"Agreement."

B.       The Company and the Executive wish to amend the Original Agreement as
hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree and amend the Original Agreement as follows:

1.       AMENDMENT. Section 2.04 of the Agreement is hereby amended by deleting
the second to last sentence of thereof in its entirety and replacing it with the
following: "In addition, the Executive may elect a lump sum under this plan."
The purpose of this Amendment is to make clear that, if the Executive elects
lump sum payment, the Company shall not have any right to require that payment
be made over a period of five years.


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2.       NO FURTHER MODIFICATION. Except as expressly amended hereby, the
Agreement remains unmodified and in full force and effect.

3.       GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Maine without regard to its conflicts
of laws principles.

4.       SEVERABILITY. Each provision of this Amendment is intended to be
severable and the invalidity, illegality or unenforceability of any portion of
this Amendment shall not affect the validity, legality and enforceability of the
remainder.

         IN WITNESS WHEREOF, the Company and the Executive have caused this
Amendment to be executed as of the date and year first above written.

                                        BANKNORTH GROUP, INC. F/K/A
                                        PEOPLES HERITAGE FINANCIAL
                                        GROUP, INC.


                                        By:
---------------------------------          -------------------------------
Witness                                 Name:
                                        Title:



----------------------------------      ----------------------------------
Witness                                 John W. Fridlington









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                               FIRST AMENDMENT TO
                        SUPPLEMENTAL RETIREMENT AGREEMENT


         THIS FIRST AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT (this
"Amendment") is made and entered into as of this 27th day of March, 2001 by and
between Banknorth Group, Inc. (formerly known as Peoples Heritage Financial
Group, Inc. and hereinafter referred to as the "Company"), and Peter Verrill
(the "Executive").
                                    RECITALS:

A.       The Company and the Executive are parties to a certain Supplemental
Retirement Agreement dated as of November 26, 1990 (the "Original Agreement").
The Original Agreement, as amended by this Agreement is referred to as the
"Agreement."

B.       Since the date of the Original Agreement, the Company has adopted the
Banknorth Group. Inc. Supplemental Retirement Plan (as amended, the "SERP Plan")
and the Company and the Executive now wish to amend the Original Agreement as
hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree and amend the Original Agreement as follows:

1.       AMENDMENTS.

         1.1      Alternative Benefit. Notwithstanding anything to the contrary
         in the Original Agreement or in the SERP Plan (including, without
         limitation, Article Three thereof), if on the date that benefits become
         payable under the Original


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         Agreement, the actuarial equivalent of the aggregate amount of the
         benefits payable to the Executive under the terms of the Original
         Agreement is less than the actuarial equivalent of the aggregate amount
         of the benefits to which the Executive would be entitled under the SERP
         Plan if he were "Participant" (as defined in the SERP Plan) in the SERP
         Plan (such amount, the "Alternative Benefit"), the Executive shall be
         entitled to benefits payable in accordance with the terms of the
         Original Agreement but in an aggregate amount equal to the actuarial
         equivalent of the Alternative Benefit instead of in an aggregate
         benefit amount determined under the Original Agreement. Whenever an
         "actuarial equivalent" is required to be determined under this
         Amendment, such actuarial equivalent shall be determined in the manner
         prescribed for determining actuarial equivalents under the Original
         Agreement.

         1.2      Optional Forms of Payment. Section 2.04 of the Agreement is
         hereby amended by deleting the second to last sentence thereof in its
         entirety and replacing it with the following: "In addition, the
         Executive may elect a lump sum under this plan." The purpose of the
         amendment set forth in this Section 1.2 is to make clear that, if the
         Executive elects lump sum payment, the Company shall not have any right
         to require that payment be made over a period of five years.

2.       NO FURTHER MODIFICATION. Except as expressly amended hereby, the
Agreement remains unmodified and in full force and effect.

3.       GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Maine without regard to its conflicts
of laws principles.

4.       SEVERABILITY. Each provision of this Amendment is intended to be
severable and the invalidity, illegality or unenforceability of any portion of
this Amendment shall not affect the validity, legality and enforceability of the
remainder.


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         IN WITNESS WHEREOF, the Company and the Executive have caused this
Amendment to be executed as of the date and year first above written.

                                     BANKNORTH GROUP, INC. F/K/A
                                     PEOPLES HERITAGE FINANCIAL
                                     GROUP, INC.

                                     By:
----------------------------            --------------------------------
Witness                              Name:
                                     Title:



-----------------------------        -----------------------------------
Witness                              Peter Verrill








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