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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, 1999

[ ]    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


                     PEOPLES HERITAGE FINANCIAL 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
         One 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. [X]

As of March 20, 2000, the aggregate market value of the 100,274,508 shares of
Common Stock of the Registrant issued and outstanding on such date, excluding
the 1,059,106 shares held by all directors and executive officers of the
Registrant as a group (excluding the effects of unexercised stock options), was
$1.39 billion. This figure is based on the last sale price of $13.875 per share
of the Registrant's Common Stock on March 20, 2000, as reported in THE WALL
STREET JOURNAL on March 21, 2000. 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 20, 2000: 101,333,614

                       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, 1999 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 25, 2000 are incorporated by reference
         into Part III, Items 10-13 of this Form 10-K.

                         ===========================

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                     PEOPLES HERITAGE FINANCIAL GROUP, INC.
                          1999 FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS


                                     PART I

                                                                           PAGE
                                                                           ----

Item 1.    BUSINESS.........................................................  1
           General..........................................................  1
           Business of the Company..........................................  1
           Acquisitions.....................................................  2
           Subsidiaries.....................................................  3
           Competition......................................................  4
           Employees........................................................  4
           Regulation of the Company........................................  4
           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........................... 12





                                       (i)
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                     PEOPLES HERITAGE FINANCIAL GROUP, INC.
                          1999 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....................................................... 19




                                      (ii)
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                           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 WITH OUT
          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

         Peoples Heritage Financial 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, 1999, 220 offices located in Maine, New
Hampshire, Massachusetts and Connecticut. At December 31, 1999, the Company had
consolidated assets of $13.9 billion and consolidated shareholders' equity of
$851 million. Based on total assets at December 31, 1999, the Company is the
largest bank holding company headquartered in northern New England and the
fourth largest bank holding company headquartered in New England.

         The Company offers a broad range of commercial and consumer banking
services and products and trust and investment advisory services through four
wholly-owned banking subsidiaries: Peoples Heritage Bank ("PHB"), Bank of New
Hampshire ("BNH"), Family Bank, FSB ("Family Bank") and Glastonbury Bank & Trust
Company, ("GBT"). PHB is a Maine-chartered bank which operates offices
throughout Maine and, through subsidiaries, engages in mortgage banking,
financial planning, insurance brokerage and equipment leasing activities. At
December 31, 1999, PHB had consolidated assets of $4.4 billion and consolidated
shareholder's equity of $290 million. BNH is a New Hampshire-chartered
commercial bank which operates offices throughout New Hampshire. At December 31,
1999, BNH had consolidated assets of $4.8 billion and consolidated shareholder's
equity of $253 million. Family Bank is a federally-chartered savings bank which
operates offices in Massachusetts and southern New Hampshire. At December 31,
1999, Family Bank had consolidated assets of $4.4 billion and consolidated
shareholder's equity of $243 million. GBT is a Connecticut-chartered commercial
bank which operates offices in north-central Connecticut. At December 31, 1999,
GBT had consolidated assets of $338 million and consolidated shareholder's
equity of $22 million.

         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


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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") of Boston, securities sold under repurchase agreements,
amortization and prepayments of outstanding loans, maturities and sales of
investments and other sources.

         PHB, BNH and Family Bank provide full trust services to their
customers. Each of the Company's banking subsidiaries focuses on offering
employee benefit trust services in which it will act 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
banking subsidiaries serve as trustee of both living trust and trusts under
wills and as such hold, account for and manage financial assets, real estate and
special assets. Custody, estate settlement and fiduciary tax services, among
others, also are offered the Company's banking subsidiaries. At December 31,
1999, the Company had $3.2 billion of assets held by the trust departments of
its banking subsidiaries, which 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 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 four acquisitions which have been accounted for
under the pooling-of-interests method and eight 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.




                                       2
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         On June 2, 1999, the Company entered into a definitive agreement to
acquire Banknorth Group, Inc. ("Banknorth"), which acquisition is expected to
close in the second quarter of 2000. As of December 31, 1999, Banknorth had
total assets of $4.6 billion and total shareholders' equity of $341 million.

SUBSIDIARIES

         At December 31, 1999, the Company's only direct subsidiaries were PHB,
BNH, Family Bank, GBT and Peoples Heritage Capital Trust I (the "Trust"). For
additional information on the Trust, see Note 12 to the Consolidated Financial
Statements included in Item 8 hereof.

         Set forth below is a brief description of certain 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, 1999 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, 1999, the
Company's banking subsidiaries investments in these limited partnerships had a
carrying value of $20.6 million.

         Equipment Leasing Activities. PHB conducts equipment leasing activities
through Peoples Heritage Leasing Corporation, Inc. ("PHLC"). PHLC is
headquartered in Portland, Maine and engages in direct equipment leasing
activities, primarily involving office equipment, in the Portland, Maine
metropolitan area and elsewhere in the States of Maine, New Hampshire and
Massachusetts. At December 31, 1999, PHLC had $51.2 million of leases
outstanding.

         Financial Planning and Securities Brokerage Activities. PHB conducts
financial planning, 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 and New Hampshire. 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.

         Insurance Brokerage Activities. PHB conducts insurance brokerage
activities through MPN Holdings, the holding company for Morse, Payson & Noyes,
which the Company acquired in October 1997, the Catalano Insurance Agency, Inc.,
which the Company acquired in September 1998, and A.D. Davis, Incorporated,
which the Company acquired in December 1998. Morse,



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Payson & Noyes is the largest insurance brokerage firm in Maine. Catalano
Insurance Agency, Inc. is headquartered in Methuen, Massachusetts, and A.D.
Davis, Incorporated is headquartered in North Conway, New Hampshire.

         In addition, PHB conducts insurance sales activities through HIPG,
which offers limited life insurance and long-term care insurance products in
Maine as an agent for Compulife, Inc., in conjunction with the sales of
investment and annuities products.

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.

         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 3,900 full-time equivalent employees as
of December 31, 1999. 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




                                       4
<PAGE>   10

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. As a
result of recent amendments to the BHCA, 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.

         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 has determined to be so closely
related to banking or to managing or controlling banks as to be a proper
incident thereto. 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




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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, 1999, 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 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.



                                       6
<PAGE>   12

         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 will, effective March 11, 2000, permit
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 will be
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 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.

         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 and Connecticut as a result of its ownership of banks
which are located in these states.




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REGULATION OF BANKING SUBSIDIARIES

         General. As a Maine-chartered bank, PHB is subject to regulation and
examination by the Superintendent; as a New Hampshire-chartered commercial bank,
BNH is subject to regulation and examination by the New Hampshire Bank
Commissioner; as a federally-chartered savings bank, Family Bank is subject to
regulation and examination by the Office of Thrift Supervision ("OTS"); and as a
Connecticut-chartered commercial bank, GBT is subject to regulation and
examination by the Connecticut Commissioner of Banking. 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 banking subsidiaries to the
maximum extent permitted by law, and certain requirements established by the
Federal Reserve Board. The federal and state laws and regulations which are
applicable to 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 FDIC (in the case of PHB, BNH
and GBT) and the OTS (in the case of Family Bank) 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, 1999, 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 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"



                                       8
<PAGE>   14
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, 1999, each of the Company's 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) 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 $174 million of
brokered deposits outstanding at December 31, 1999.



                                       9
<PAGE>   15

         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
1999, 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.

         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.




                                       10
<PAGE>   16

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 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, 1999, the Company conducted its business from its
executive offices at One Portland Square, Portland, Maine and 220 offices
located in Maine, New Hampshire, Massachusetts and Connecticut. For additional
information regarding the Company's lease obligations, see Note 14 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, 1999.

<TABLE>
<CAPTION>
                                             Net Book Value of
                          Number of       Property and Leasehold
 State                 Banking Offices         Improvements            Deposits
 -----                 ---------------    ----------------------       --------
                                                   (Dollars in Thousands)
<S>                          <C>                  <C>                  <C>

PHB                          75                   $27,124             $2,702,414
BNH                          78                    28,067              2,854,819
Family Bank                  60                    35,394              2,344,839
GBT                           8                     5,384                212,685
                            ---                   -------             ----------
    Total                   221                   $95,969             $8,114,757
                            ===                   =======             ==========

</TABLE>

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.




                                       11
<PAGE>   17

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 page of the Company's Annual Report to Shareholders for the year
ended December 31, 1999 (the "Annual Report") is incorporated herein by
reference.

ITEM 6.  SELECTED FINANCIAL DATA

         The information contained in the table captioned "Selected Five-Year
Consolidated Financial and Other Data" on page 13 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 14 through 29 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
and Liability Management" on pages 27 and 28 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 30 through 55 of the Company's Annual Report and are incorporated
herein by reference.

PART III.

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

         None.




                                       12
<PAGE>   18

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Incorporated by reference to "Election of Directors" on pages 2 through
6 and "Executive Officers who are not Directors" on pages 9 and 10 of the
definitive Proxy Statement of the Company, dated March 22, 2000 (the "Proxy
Statement").

ITEM 11. EXECUTIVE COMPENSATION

         Incorporated by reference to "Compensation of Executive Officers and
Transactions with Management" on pages 7 and 8 and 13 through 16 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 19 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, 1999 and 1998

         Consolidated statements of income for each of the years in the
         three-year period ended December 31, 1999

         Consolidated statements of changes in shareholders' equity for each of
         the years in the three-year period ended December 31, 1999

         Consolidated statements of cash flows for each of the years in the
         three-year period ended December 31, 1999

         Notes to Consolidated Financial Statements





                                       13
<PAGE>   19

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                (1)
            the Company

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

  3(b)      Bylaws of the Company                                           (21)

  4(a)      Specimen Common Stock certificate                                (3)

  4(b)      Form of Indenture between the Company and Mellon
            Bank, N.A., as trustee                                           (4)

  4(c)      Form of Debenture due 2000                                       (4)

  4(d)      Amended and Restated Declaration of Trust relating to            (5)
            Peoples Heritage Capital Trust I, dated as of
            January 31, 1997, between the Company and the
            trustees named therein

  4(e)      Form of Common Securities and form of Capital                    (5)
            Securities of Peoples Heritage Capital Trust I
            (included as Exhibits to the Amended and Restated
            Declaration included as Exhibit 4(d))

  4(f)      Indenture, dated as of January 31, 1997, between the             (5)
            Company and The Bank of New York, as trustee,
            relating to Junior Subordinated Deferrable Interest
            Debentures due 2027 of the Company

  4(g)      Form of Junior Subordinated Deferrable Interest                  (5)
            Debentures due 2027 of the Company (included as
            Exhibit A to the Indenture included as Exhibit 4(f))

  4(h)      Series A Capital Securities Guarantee Agreement,                 (6)
            dated as of January 31, 1997, relating to the Series
            A Capital Securities of Peoples Heritage Capital
            Trust I



                                       14
<PAGE>   20
Exhibit No.                         Exhibit                             Location
-----------                         -------                             --------

  4(i)      Common Securities Guarantee Agreement, dated as of               (6)
            January 31, 1997, relating to the Common Securities
            of Peoples Heritage Capital Trust I

  10(a)     Amended and Restated Severance Agreement between the             (7)
            Company and William J. Ryan

  10(b)     Amended and Restated Severance Agreement between                 (7)
            the Company and Peter J. Verrill

  10(c)     Form of Severance Agreement between the Company                  (6)
            and each of R. Scott Bacon, David D. Hindle, John W.
            Fridlington, Carol L. Mitchell and  Wendy Suehrstedt

  10(d)     Form of Amendment to Severance Agreement between                 (8)
            the Company and R. Scott Bacon

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

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

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

  10(h)     Form of Supplemental Retirement Agreement among the              (8)
            Company, its subsidiaries and each of R. Scott Bacon,
            Carol L. Mitchell and Wendy Suehrstedt

  10(i)     Senior Officers' Deferred Compensation Plan, as amended         (11)

  10(j)     Directors' Deferred Compensation Plan, as amended               (11)

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

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

  10(m)     Amended and Restated Restricted Stock Plan for                   (6)
            Non-Employee Directors

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

  10(o)(1)  Amended and Restated Thrift Incentive Plan                       (6)



                                       15
<PAGE>   21
Exhibit No.                         Exhibit                             Location
-----------                         -------                             --------

  10(o)(2)  First Amendment to Amended and Restated Thrift                   (6)
            Incentive Plan

  10(p)(1)  Profit Sharing Employee Stock Ownership Plan                    (14)

  10(p)(2)  First Amendment to Profit Sharing Employee Stock                 (7)
            Ownership Plan

  10(p)(3)  Second Amendment to Profit Sharing Employee Stock                (7)
            Ownership Plan

  10(q)     1996 Equity Incentive Plan, as amended                          (15)

  10(r)     Bank of New Hampshire Corporation Executive Excess              (16)
            Benefit Plan for Paul R. Shea

  10(s)     Supplemental Executive Retirement Plan agreement                (17)
            between The Family Mutual Savings Bank and
            David D. Hindle

  10(t)     Split Dollar Insurance Agreement between The Family             (18)
            Mutual Savings Bank and David D. Hindle

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

  10(v)     Form of Severance Agreement between the Company and             (19)
            Christopher W. Bramley

  10(w)     Stockholder Rights Agreement, dated as of September             (20)
            12, 1989 and amended and restated as of July 27,
            1999, between the Company and American Stock Transfer
            & Trust Company, as Rights Agent

  13        Annual Report to Shareholders for 1999

  21        Subsidiaries of the Company

  23        Consent of KPMG LLP

  27        Financial Data Schedule


----------
(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.




                                       16
<PAGE>   22

(2)   Exhibits are incorporated by reference to (i) the proxy statement filed by
      the Company with the SEC on March 23, 1998 and (ii) the proxy statement
      filed by the Company with the SEC on March 22, 2000.

(3)   Exhibit is incorporated by reference to the Form S-4 Registration
      Statement (No. 33-20243) filed by the Company with the SEC on February 22,
      1988.

(4)   Exhibit is incorporated by reference to the Form 8-K report filed by the
      Company with the SEC on February 28, 1995.

(5)   Exhibit is incorporated by reference to the Form S-4 Registration
      Statement (No. 333-23991) filed by the Company with the SEC on March 26,
      1997.

(6)   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.

(7)   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.

(8)   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.

(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, 1993, filed with the SEC on March 17, 1994.

(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 Form S-1 Registration
      Statement (No. 33-53236) filed by the Company with the SEC on November 23,
      1992, and an amendment to such plan is incorporated by reference to the
      proxy statement filed by the Company with the SEC on March 22, 2000.




                                       17
<PAGE>   23

(15)  Exhibit is incorporated by reference to the Form 10-Q report filed by the
      Company with the SEC on November 16, 1998.

(16)  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.

(17)  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.

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

(19)  Exhibit is incorporated by reference to the Form 8-K report filed by the
      Company with the SEC on April 22, 1998.

(20)  Exhibit is incorporated by reference to the Form 8-K report filed by the
      Company with the SEC on July 28, 1999.

(21)  Exhibit is incorporated by reference to the Form 10-K report filed by the
      Company with the SEC for the year ended December 31, 1998.

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

      (b)   The Company filed Current Reports on Form 8-K with the SEC on
December 23, 1999 and January 21, 2000.

      (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.




                                       18
<PAGE>   24
                                   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.


PEOPLES HERITAGE FINANCIAL GROUP, INC.



By: /s/ William J. Ryan                                     Date: March 28, 2000
    --------------------------------
    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.



/s/ Gary R. Bahre                                           Date: March 28, 2000
--------------------------------
Gary R. Bahre
Director


/s/ P. Kevin Condron                                        Date: March 28, 2000
--------------------------------
P. Kevin Condron
Director

/s/ Katherine M. Greenleaf                                  Date: March 28, 2000
--------------------------------
Katherine M. Greenleaf
Director


/s/ Douglas S. Hatfield                                     Date: March 28, 2000
--------------------------------
Douglas S. Hatfield
Director






                                       19
<PAGE>   25

/s/ David D. Hindle                                         Date: March 28, 2000
--------------------------------
David D. Hindle
Director


/s/ Dana S. Levenson                                        Date: March 28, 2000
--------------------------------
Dana S. Levenson
Director


/s/ Philip A. Mason                                         Date: March 28, 2000
--------------------------------
Philip A. Mason
Director


/s/ John M. Naughton                                        Date: March 28, 2000
--------------------------------
John M. Naughton
Director


/s/ Malcolm W. Philbrook, Jr.                               Date: March 28, 2000
--------------------------------
Malcolm W. Philbrook, Jr.
Director



                                                            Date:
--------------------------------
Pamela P. Plumb
Vice Chairman


/s/ Seth A. Resnicoff                                       Date: March 28, 2000
--------------------------------
Seth A. Resnicoff
Director


/s/ William J. Ryan                                         Date: March 28, 2000
--------------------------------
William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)




                                       20
<PAGE>   26

/s/ Curtis M. Scribner                                      Date: March 28, 2000
--------------------------------
Curtis M. Scribner
Director



/s/ Paul R. Shea                                            Date: March 28, 2000
--------------------------------
Paul R. Shea
Director


/s/ John E. Veasey                                          Date: March 28, 2000
--------------------------------
John E. Veasey
Director



/s/ Peter J. Verrill                                        Date: March 28, 2000
--------------------------------
Peter J. Verrill
Executive Vice President, Chief
Operating Officer, Chief Financial
Officer and Treasurer (principal
financial and accounting officer)