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                                 EXHIBIT 10(k)


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                                                                   EXHIBIT 10(k)

                              AMENDED AND RESTATED
                     PEOPLES HERITAGE FINANCIAL GROUP, INC.
                RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


         1.       Name of Plan. This plan shall be known as the "Amended and
Restated Peoples Heritage Financial Group, Inc. Restricted Stock Plan for
Non-Employee Directors" and is hereinafter referred to as the "Plan."

         2.       Effective Date and Term. The Plan shall be effective as of
January 1, 1990 and shall remain in effect until amended or terminated by action
of the Board of Directors of Peoples Heritage Financial Group, Inc. (the
"Company").

         3.       Eligible Participants. Each member of the Board of Directors
of the Company and the Board of Directors of each subsidiary of the Company
(each a "Subsidiary" and collectively, the "Subsidiaries") as may be designated
by the Board of Directors of the Company or a duly authorized committee thereof
consisting solely of two or more NonEmployee Directors, as defined in Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Plan
Administrator"), who is not a full-time employee of the Company or any parent or
Subsidiary of the Company shall be eligible participants in this Plan (the
"Participants").

         4.       Compensation Paid in the Form of Restricted Shares. Commencing
with the calendar year 1990, $4,000 of the amount of the annual fee payable to
each Participant on the Board of Directors of the Company and $1,000 of the
amount of the annual fee payable to each Participant on the Board of Directors
of each participating Subsidiary who is also not a member of the Board of
Directors of the Company shall be payable solely in shares of Common Stock, par
value $.01 per share, of the Company (the "Common Stock"), subject to the
restrictions set forth in Section 6 hereof. Such fees shall be payable in one
annual installment on the first day of July in each calendar year for services
on the applicable Board of Directors and any committee thereof in the first six
months of such calendar year. The number of shares of Common Stock to be issued
to each Participant on each payment date shall be determined by dividing such
annual installment by the Fair Market Value of such shares, as hereinafter
defined.

         5.       Election to Increase the Amount of Compensation Paid in the
Form of Restricted Shares. During any calendar year, the Plan Administrator may
elect to decrease the amount of the annual fee payable in the form of shares of
Common Stock to each Participant for service on the applicable Board of
Directors and any committee thereof during the succeeding calendar year or to
increase the amount of such annual fee payable in the form of shares of Common
Stock to a dollar amount which does not exceed $10,000 in the case of
Participants on the Board of Directors of the Company and $2,500 in the case of
Participants on the Board of Directors of a participating Subsidiary who also
are not directors of the Company. Elections under this Section 5 shall remain in
effect from year

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to year until changed by the Plan Administrator in any calendar year for the
next succeeding calendar year. No election under this Section 5 shall be
effective until the next succeeding calendar year.

         6.       Restrictions on Shares. The shares of Common Stock issued
under this Plan shall be restricted and may not be sold, hypothecated or
transferred (including, without limitation, transfer by gift or donation),
except that such restrictions shall lapse upon:

                  (a) death of the Participant;

                  (b) disability of the Participant preventing continued service
                      on the applicable Board of Directors;

                  (c) retirement of the Participant from service as a Director
                      of the Company and a participating Subsidiary in
                      accordance with the policy on retirement of non-employee
                      Directors of the same then in effect;

                  (d) termination of service as a Director with the consent of a
                      majority of the members of the Board of Directors of the
                      Company or the Board of Directors of a participating
                      Subsidiary, as applicable, other than the Participant; or

                  (e) a Change in Control of the Company, as hereinafter
                      defined.

If a Participant ceases to be a Director of the Company or a participating
Subsidiary for any other reason, the shares of Common Stock issued to such
Director shall be forfeited and revert to the Company.

         7.       Fair Market Value. The term "Fair Market Value" shall mean the
per share closing price of the Common Stock in consolidated trading on the last
trading day preceding the relevant payment date on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 (the
"Exchange Act") on which the Common Stock is listed or, if the Common Stock is
not listed on any such exchange, the per share closing price of a share of
Common Stock on the Nasdaq Stock Market's National Market or any other such
system then in use, or if no quotations are available, the most recent average
of the closing bid and asked prices per share for the Common Stock in the
over-the-counter market.

         8.       Fractions of Shares. The Company shall not be required to
issue fractions of shares. Whenever under the terms of this Plan a fractional
share would be required to be issued, the Participant shall be paid in cash for
such fractional share based upon the same Fair Market Value which was utilized
to determine the number of shares subject to issuance on the relevant payment
date.


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         9.       Change in Control. "Change in Control of the Company" shall
mean a change in control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act (or any successor thereto), whether or not the Company in fact is
required to comply with Regulation 14A thereunder; provided that, without
limitation, such a change in control shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than the Company and any employee benefit plan established by the Company
for the benefit of its employees, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then outstanding securities, or (ii) during any period of 24
consecutive months individuals who at the beginning of such period constitute
the Board of Directors of the Company cease for any reason to constitute at
least a majority thereof, unless the election, or the nomination for election by
the Company's stockholders, of each director who was not a director at the
beginning of the period has been approved in advance by directors representing
at least two-thirds of the directors then in office who were directors at the
beginning of the period.

         10.      Withholding Taxes. Whenever shares of Common Stock are to be
issued under this Plan, the Company and a participating Subsidiary shall have
the right to require the recipient to remit to the Company or the participating
Subsidiary an amount sufficient to satisfy federal, state and local withholding
tax requirements prior to the issuance or delivery of any certificate or
certificates for such shares. Any such settlement shall be made in cash, a check
or such other form of consideration as is satisfactory to the Board of Directors
of the Company, including without limitation shares of Common Stock awarded
hereunder.

         11.      General Restriction. The issuance of shares or the delivery of
certificates for such shares to Participants hereunder shall be subject to the
requirement that, if at any time the Chairman and the President of the Company
shall reasonably determine, in their discretion, that the listing, registration
or qualification of such shares upon any securities exchange or under any state
or federal law, or the consent or approval of any government regulatory body or
shareholders of the Company, is necessary or desirable as a condition of, or in
connection with, such issuance or delivery hereunder, such issuance or delivery
shall not take place unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any conditions not
reasonably acceptable to the Chairman and the President of the Company.

         12.      Authorized or Treasury Shares. Shares issuable under this Plan
may be authorized but unissued shares and/or shares subsequently acquired by the
Company in public or private transactions.

         13.      Termination, Amendment, etc. Subject to any approval of the
Company's stockholders required under applicable law, the Board of Directors of
the Company may amend, terminate or suspend this Plan at any time, in its sole
and absolute discretion, provided that no such action shall affect
then-outstanding awards hereunder.


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         14.      Applicable Law. This Plan shall be governed by, interpreted
under, and construed and enforced in accordance with the internal laws of the
State of Maine.

         15.      Successors and Assigns. This Plan shall be binding upon the
successors and assigns of the Company and upon each Participant and such
Participant's heirs, executors, administrators, personal representatives,
permitted assignees and successors in interest.

Adopted by the Board of Directors of the Company effective as of January 1, 1990
and amended and restated by such Board of Directors on January 28, 1997.


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