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                                 EXHIBIT 10(c)
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                               SEVERANCE AGREEMENT


         This AGREEMENT, made and entered into as of the __________________, by
and among PEOPLES HERITAGE FINANCIAL GROUP, INC. (the "Company") and
_______________________ (the "Executive");

                              W I T N E S S E T H:

         WHEREAS, the Executive is employed by the Company in a key executive
capacity and possesses intimate knowledge of the business and affairs of the
Company; and

         WHEREAS, the Company desires to ensure, insofar as possible, that it
will continue to have the benefit of the Executive's services and to protect its
confidential information and goodwill; and

         WHEREAS, the Company recognizes that circumstances may arise in which a
change in the control of the Company occurs, thereby causing uncertainty of
employment without regard to the Executive's competence or past contributions;
and
         WHEREAS, the Company and the Executive wish to provide reasonable
security to the Executive against changes in the Executive's relationship with
the Company in the event of such change in control;

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
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         1.       Definitions

                  (a) Accrued Benefit means:

                           (i)      All salary earned or accrued through the
                                    date the Executive's employment is
                                    terminated;

                           (ii)     reimbursement for any and all monies
                                    advanced in connection with the Executive's
                                    employment for reasonable and necessary
                                    expenses incurred by the Executive through
                                    the date the Executive's employment is
                                    terminated;

                           (iii)    any and all other compensation previously
                                    earned and deferred at the election of the
                                    Executive or pursuant to any deferred
                                    compensation plans then in effect together
                                    with any interest or desired earnings
                                    thereon;

                           (iv)     annual bonus, if any, accrued for a Year
                                    prior to the Year in which employment
                                    terminates, but not yet paid to the
                                    Executive, under any bonus or incentive
                                    compensation plan or plans in which the
                                    Executive is a participant;

                           (v)      a pro rata portion of the maximum bonus
                                    payable to the Executive for the Year in
                                    which employment terminates under any bonus
                                    or incentive compensation plan or plans in
                                    which the Executive is a participant,
                                    determined as if the Executive had remained
                                    in employment for the full Year and prorated
                                    based upon weeks, including partial weeks,
                                    of employment during that Year;

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                           (vi)     all other payments and benefits to which the
                                    Executive may be entitled under the terms of
                                    any applicable compensation arrangement or
                                    benefit plan or program of the Company.

                  (b) Act means the Securities Exchange Act of 1934, as amended.

                  (c) Affiliate of any specified persons means any other person
         that, directly or indirectly, through one or more intermediaries,
         controls, or is controlled by, or is under direct or indirect common
         control with such specified person. For the purposes of this
         definition, "control" means the possession, direct or indirect, of the
         power to direct or cause the direction of the management and policies
         of a person, whether through the ownership of voting securities, by
         contract or otherwise, and the terms "controlling" and "controlled"
         have meanings correlative to the foregoing.

                  (d) Annual Compensation. Annual compensation shall mean the
         sum of:

                           (i)      the Executive's annual salary at the rate in
                                    effect on the date of a termination of
                                    employment as described in Section 3 or in
                                    Section 7(d) (or, in the event of a
                                    termination for Good Reason under Section
                                    1(k)(i)(A) below, the annual salary as in
                                    effect immediately before the actions giving
                                    rise to Good Reason); plus

                           (ii)     the greatest of the bonuses either paid or
                                    accrued in either the Year of the Change in
                                    Control or the immediately preceding Year.

                  (e) Base Amount means an amount equal to the Executive's
         Annualized Includable Compensation for the Base Period as defined in
         Section 280G(d)(1) and (2) of the Code (as hereinafter defined).

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                  (f) Cause means (i) the executive's conviction of, or plea of
         nolo contendere to, a felony; or (ii) willful and intentional
         misconduct, willful neglect, or gross negligence, in the performance of
         the Executive's duties, which has caused a demonstrable and serious
         injury to the Company, monetary or otherwise.

                           The Executive shall be given written notice that the
         Company intends to terminate his employment for Cause. Such written
         notice shall specify the particular acts, or failures to act, on the
         basis of which the decision to so terminate employment was made.

                           In the case of a termination for Cause as described
         in Clause (ii), above, the Executive shall be given the opportunity
         within 30 days of the receipt of such notice to meet with the Board to
         defend such acts, or failures to act, prior to termination. The Company
         may suspend the Executive's title and authority pending such meeting,
         and such suspension shall not constitute "Good Reason," as defined in
         subsection (k) below.

                  (g) 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 5(f) of Schedule 14A of Regulation 14A promulgated under the
         Act or any successor thereto, provided that without limiting the
         foregoing, a Change in Control of the Company also shall be deemed to
         have occurred if:

                           (i)      any "person" (as defined under Section
                                    3(a)(9) of the Act) or "group" of persons
                                    (as provided under Rule 13d-3 of the Act) is
                                    or becomes the "beneficial owner" (as
                                    defined in Rule 13d-3 or otherwise under the
                                    Act), directly or indirectly (including as

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                                    provided in Rule 13d-3(d)(1) of the Act), of
                                    capital stock of the Company the holders of
                                    which are entitled to vote for the election
                                    of directors ("voting stock") representing
                                    that percentage of the Company's then
                                    outstanding voting stock (giving effect to
                                    the deemed ownership of securities by such
                                    person or group, as provided in Rule
                                    13d-3(d)(1) of the Act, but not giving
                                    effect to any such deemed ownership of
                                    securities by another person or group) equal
                                    to or greater than thirty-five percent (35%)
                                    of all such voting stock;

                           (ii)     individuals who constitute the Board on the
                                    date hereof (the "Incumbent Board") cease
                                    for any reason to constitute at least a
                                    majority thereof. Any person becoming a
                                    director subsequent to such date whose
                                    election, or nomination for election, is, at
                                    any time, approved by a vote of at least a
                                    majority of the directors comprising the
                                    Incumbent Board shall be considered as
                                    though he were a member of the Incumbent
                                    Board;

                           (iii)    The Company combines with another person or
                                    entity, whether through a merger, asset
                                    sale, reorganization or otherwise, and (A)
                                    any person or group of persons holds at any
                                    time after such combination, voting stock
                                    equal to or greater than thirty-five percent
                                    (35%) determined by reference to the voting
                                    securities of the surviving entity, or (B)
                                    the Company's directors, as of the date

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                                    immediately before such combination,
                                    constitute less than a majority of the Board
                                    of Directors of the combined entity.

                  (h) Code means the Internal Revenue Code of 1986, including
         any amendments thereto.

                  (i) Effective Date means the date this Agreement is executed
         by the parties.

                  (j) Employment Period means a period commencing on the date of
         a Change in Control of the Company and ending on the earlier of (i) the
         last day of the twenty-fourth month following the month in which the
         Change in Control occurs, or (ii) the Executive's Normal Retirement
         Date.

                  (k) Good Reason means:

                           (i)      any breach of this Agreement by the Company,
                                    including without limitation (A) any
                                    reduction during the employment period in
                                    the amount of the Executive's base salary or
                                    aggregate benefits as in effect from time to
                                    time, (B) failure to provide the Executive
                                    with the same fringe benefits that were
                                    provided to the Executive immediately prior
                                    to a Change in Control of the Company, or
                                    with a package of fringe benefits (including
                                    paid vacations) that, though one or more of
                                    such benefits may vary from those in effect
                                    immediately prior to such a Change in
                                    Control, is substantially comparable in all
                                    material respects to such fringe benefits
                                    taken as a whole, or (C) any other breach by
                                    the Company of its obligations contained in
                                    Section 6 below;

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                           (ii)     without the Executive's express written
                                    consent, the assignment to the Executive of
                                    any duties which are materially inconsistent
                                    with the Executive's positions, duties,
                                    responsibilities and status immediately
                                    prior to the Change in Control of the
                                    Company, a material change in the
                                    Executive's reporting responsibilities,
                                    titles or offices as an employee and as in
                                    effect immediately prior to the Change in
                                    Control, or a significant reduction, in the
                                    Executive's title, duties or
                                    responsibilities, or in the level of his
                                    support services;

                           (iii)    the relocation of the Executive's principal
                                    place of employment, without the Executive's
                                    written consent, to a location outside the
                                    same metropolitan area in which the
                                    Executive was employed at the time of such
                                    Change in Control, or the imposition of any
                                    requirement that the Executive spend more
                                    than ninety business days per year at a
                                    location other than such principal place of
                                    employment;

                           (iv)     any purported termination of the Executive's
                                    employment for Cause, Disability or
                                    Retirement which is not effected pursuant to
                                    a Notice of Termination satisfying the
                                    requirements of paragraph (m) below.

                  Upon the occurrence of any of the events described in (i),
         (ii), (iii) or (iv) above, the Executive shall give the Company written
         notice that such event constitutes Good

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         Reason, and the Company shall thereafter have thirty (30) days in which
         to cure. If the Company has not cured in that time, the event shall
         constitute Good Reason.

                  (l) Normal Retirement Date means Normal Retirement Date as
         defined in the Peoples Heritage Financial Group, Inc. Retirement Plan.

                  (m) Notice of Termination. For purposes of this Agreement, a
         "Notice of Termination" shall mean a notice which shall indicate the
         specific termination provision relied upon in this Agreement and shall
         set forth in reasonable detail the facts and circumstances claimed to
         provide a basis for termination of Executive's employment under the
         provision so indicated.

                  (n) Person or Group means a "person" or "group," as defined in
         Section 1(g)(i) hereof.

                  (o) Year means a calendar year unless otherwise specifically
         provided.

         2. Term of Agreement. This Agreement shall begin on the date first set
forth above and shall continue until the third anniversary of such date,
provided that, on such third anniversary, and each succeeding anniversary, the
term shall be renewed for an additional period of one year unless either party
has given written notice that the term is not so renewed, which notice must be
delivered to the other party at least one year prior to the date of any such
renewal, and further provided that if a Change in Control of the Company occurs
during such term, the term shall in all events continue through the last day of
the Employment Period. This Agreement is also subject to earlier termination as
provided in Section 3 below. All rights and obligations hereunder shall survive
to the extent necessary to the intended enforcement thereof.


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         3. Termination of Employment Prior to a Change in Control.

                  (a) The Company and the Executive shall each retain the right
         to terminate the employment of the Executive at any time prior to a
         Change in Control of the Company. In the event the Executive's
         employment is terminated prior to a Change in Control of the Company,
         this Agreement shall, except as provided in Subsection (b) below, be
         terminated and of no further force and effect, and any and all rights
         and obligations of the parties hereunder shall cease.

                  (b) If the Executive's employment is terminated by the Company
         prior to the occurrence of a Change in Control of the Company, and if
         it can be shown that the Executive's termination (i) was at the
         direction or request of a third party that had taken steps reasonably
         calculated to effect the Change in Control of the Company thereafter,
         or (ii) otherwise occurred in connection with, or in anticipation of,
         the Change in Control of the Company, the Executive shall have the
         rights described in Section 7(d) below, as if a Change in Control of
         the Company had occurred on the date immediately preceding such
         termination.

         4. Employment Following a Change in Control. If a Change in Control of
the Company occurs when the Executive is employed by the Company, the Company
will continue thereafter to employ the Executive, and the Executive will remain
in the employ of the Company, during the Employment Period, in accordance with
the terms and provisions of this Agreement.

         5. Duties. During the Employment Period, the Executive shall serve in
such capacities and positions as may be assigned by the Company consistent with
the Executive's capacities and positions on the Effective Date and shall devote
the Executive's best efforts and all

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of the Executive's business time, attention and skill to the business and
affairs of the Company, as such business and affairs now exist and as they may
hereafter be conducted.

         6. Compensation. During the Employment Period, the Executive shall be
compensated by the Company as follows:

                  (a) the Executive shall receive, at such intervals and in
         accordance with such standard policies as in effect on the date of the
         Change in Control of the Company, an annual salary not less than the
         Executive's annual salary as in effect on the date of the Change in
         Control of the Company, subject to adjustment as hereinafter provided;

                  (b) the Executive shall be included in all plans providing
         incentive compensation to executives, including but not limited to
         bonus, deferred compensation, annual or other incentive compensation,
         supplemental pension, stock ownership, stock option, stock
         appreciation, stock bonus and similar or comparable plans as any such
         plans are extended by the Company from time to time to senior corporate
         officers, key employees and other employees of comparable status;

                  (c) the Executive shall be reimbursed, at such intervals and
         in accordance with such standard policies as may be in effect on the
         date of the Change in Control of the Company, for any and all monies
         advanced in connection with the Executive's employment for reasonable
         and necessary expenses incurred by the Executive on behalf of the
         Company, including travel expenses;

                  (d) the Executive shall be included, to the extent eligible
         thereunder, in any and all plans providing but not limited to, group
         life insurance, hospitalization, disability, medical, dental, pension,
         profit sharing and stock bonus plans, and shall be provided any

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         and all other benefits and perquisites made available to other
         employees of comparable status and position at the expense of the
         Company on a comparable basis;

                  (e) the Executive shall receive annually not less than the
         amount of paid vacation and not fewer than the number of paid holidays
         received annually immediately prior to the Change in Control of the
         Company or available annually to other employees of comparable status
         and position with the Company; and

                  (f) During the Employment Period the Board of Directors of the
         Company, or an appropriate committee thereof, will consider and
         appraise, at least annually, the contributions of the Executive to the
         Company's operating efficiency, growth, production and profits and, in
         accordance with past practice, due consideration shall be given to the
         upward adjustment of the Executive's compensation rate, at least
         annually, commensurate with increases generally given to other senior
         corporate officers and key employees and as the scope of the
         Executive's duties expands.

         7. Termination of Employment. Any termination by the Company or the
Executive of the Executive's employment during the Employment Period shall be
communicated by written Notice of Termination to the Executive if such notice is
delivered by the Company and to the Company if such notice is delivered by the
Executive. The Notice of Termination shall comply with the requirements of
Section 17 below.

                  (a) Termination for Disability. If during the Employment
         Period, the Executive's employment is terminated on account of the
         Executive's disability, as determined under the Company's long-term
         disability plan (as in effect on the date of a Change in Control of the
         Company), the Executive shall receive any Accrued Benefits,

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         and shall remain eligible for all benefits as provided pursuant to the
         terms of any long-term disability programs of the Company in effect at
         the time of such termination.

                  (b) Termination on the Executive's Death. If, during the
         Employment Period, the Executive's employment is terminated on account
         of the Executive's death, the Executive's estate or his designated
         beneficiary (or beneficiaries), as applicable, shall receive all the
         Executive's Accrued Benefits.

                  (c) Voluntary Termination or Termination for Cause. If, during
         the Employment Period, (i) the Executive shall terminate employment
         with the Company other than for Good Reason, or (ii) the Executive's
         employment is terminated for Cause, the Executive shall receive from
         the Company his Accrued Benefits.

                  (d) Termination by the Company Without Cause or by the
         Executive for Good Reason. If, during the Employment Period, the
         Executive's employment with the Company is terminated by the Company
         other than for Cause, or by the Executive for Good Reason, then:

                           (i)      the Executive shall be entitled to receive
                                    from the Company his Accrued Benefit, except
                                    that, for this purpose, Accrued Benefit
                                    shall not include any entitlement to
                                    severance under any Company severance policy
                                    generally applicable to the Company's
                                    salaried employees;

                           (ii)     the Executive shall receive from the
                                    Company, no less than ten days following
                                    termination of his employment, a lump sum



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                                    payment (the "Termination Payment") equal to
                                    one and one half times the Executive's
                                    Annual Compensation;

                           (iii)    all rights under any equity or long-term
                                    incentive plan shall be fully vested;

                           (iv)     rights, if any, to supplemental pension
                                    shall be fully vested; and

                           (v)      the Executive shall continue to be covered
                                    at the expense of the Company by the same or
                                    equivalent hospital, medical, dental,
                                    accident, disability and life insurance
                                    coverage as in effect for the Executive
                                    immediately prior to termination of his
                                    employment, until the earlier of (A)
                                    eighteen months following termination of
                                    employment, or (B) the date the Executive
                                    has commenced new employment and has thereby
                                    become eligible for comparable benefits.

         8. Certain Supplemental Payments by the Company.

                  (a) In the event the Executive's employment is terminated
         pursuant to Section 7(d) above, and if in connection therewith it is
         determined that (A) part or all of the compensation and benefits to be
         paid to the Executive constitute "parachute payments" under Section
         280G of the Code, and (B) the payment thereof will cause the Executive
         to incur excise tax under Section 4999 of the Code, the Company, on or
         before the date for payment of such excise tax, shall pay the
         Executive, in lump sum, an amount (the "Gross-Up Amount") such that,
         after payment of all federal, state and local income tax and any



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         additional excise tax under Section 4999 of the Code in respect of the
         Gross-Up Amount payment, the Executive will be fully reimbursed for the
         amount of such excise tax.

                  (b) The determination of the Parachute Amount, the Base Amount
         and the Gross-Up Amount, as well as any other calculations necessary to
         implement this Section 8 shall be made by a nationally recognized
         accounting or benefits consulting firm selected by the Executive and
         reasonably satisfactory to the Company and which has not performed
         services, other than minor indirect or incidental services, for either
         the Company or the Executive for three years prior to the date the
         Consultant is retained for this purpose. The Consultant's fee shall be
         paid by the Company.

                  (c) As promptly as practicable following such determination
         and the elections hereunder, the Company shall pay to or distribute to
         or for the benefit of the Executive such amounts as are then due to the
         Executive under this Agreement and shall promptly pay to or distribute
         for the benefit of the Executive in the future such amounts as become
         due to the Executive under this Agreement.

                  (d) As a result of the uncertainty in the application of
         Section 280G of the Code at the time of an initial determination
         hereunder, it is possible that payments will not have been made by the
         Company which should have been made under clause (a) of this Section 8
         ("Underpayment"). In the event that there is a final determination by
         the Internal Revenue Service, or a final determination by a court of
         competent jurisdiction, that an Underpayment has been made and the
         Executive thereafter is required to make any payment of an excise tax,
         income tax, any interest or penalty, the accounting or benefits
         consulting firm selected under clause (b) above shall determine the
         amount of the

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         Underpayment that has occurred and any such Underpayment shall be
         promptly paid by the Company to or for the benefit of the Executive.

         9. Further Obligations of the Executive. During and following the
Executive's employment by the Company, the Executive shall hold in confidence
and not directly or indirectly disclose or use or copy or make lists of any
confidential information or proprietary data of the Company, except to the
extent authorized in writing by the Board of Directors of the Company or
required by any court or administrative agency, other than to an employee of the
Company or a person to whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Executive of duties as an executive of
the Company. Confidential information shall not include any information known
generally to the public or any information of a type not otherwise considered
confidential by persons engaged in the same business or a business similar to
that of the Company. All records, files, documents and materials or copies
thereof, relating to the Company's business which the Executive shall prepare,
or use, or come into contact with, shall be and remain the sole property of the
Company and shall be promptly returned to the Company upon termination of
employment with the Company.

         10. Expenses and Interest. If, after a Change in Control of the
Company, a good faith dispute arises with respect to the enforcement of the
Executive's rights under this Agreement, or if any legal or arbitration
proceeding shall be brought in good faith to enforce or interpret any provision
contained herein, or to recover damages for breach hereof, the Executive shall
recover from the Company any reasonable attorney's fees and necessary costs and
disbursements incurred as a result of such dispute, and prejudgment interest on
any money judgment or arbitration award obtained by the Executive calculated at
the rate of interest announced by Peoples Heritage Bank,

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or the successor thereto, from time to time as its prime rate from the date that
payments to him should have been made under this Agreement.

         11. Payment Obligations Absolute. The Company's obligation during and
after the Employment Period to pay the Executive the compensation and to make
the arrangements provided herein shall be absolute and unconditional and shall
not be affected by any circumstances, including, without limitation, any setoff,
counterclaim, recoupment, defense or other right which the Company may have
against him or anyone else. All amounts payable by the Company hereunder shall
be paid without notice or demand. Each and every payment made hereunder by the
Company shall be final and the Company will not seek to recover all or any part
of such payment from the Executive or from whomsoever may be entitled thereto,
for any reason whatever except as provided in Section 8(d) above.

         12. Successors.

                  (a)      (i)      If the Company sells, assigns, or transfers
                                    all or substantially all of its business and
                                    assets to any Person, excluding Affiliates
                                    of the Company, or if the Company merges
                                    into or consolidates or otherwise combines
                                    with any Person which is a continuing or
                                    successor entity, then the Company shall
                                    assign all of its rights, title and interest
                                    in this Agreement as of the date of such
                                    event to the Person which is either the
                                    acquiring or successor Company, and such
                                    Person shall assume in writing and perform
                                    from and after the date of such written
                                    assignment all of the terms, conditions and
                                    provisions imposed by this Agreement upon
                                    the

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                                    Company. Failure of the Company to obtain
                                    such written assignment shall be a breach of
                                    this Agreement. In case of such assignment
                                    by the Company and of written assumption and
                                    agreement by such Person, all further rights
                                    as well as all other obligations of the
                                    Company under this Agreement thenceforth
                                    shall cease and terminate and thereafter the
                                    expression "the Company" wherever used
                                    herein shall be deemed to mean such Person
                                    or Persons.

                           (ii)     This Agreement and all rights of the
                                    Executive shall inure to the benefit of and
                                    be enforceable by the Executive's personal
                                    or legal representatives, estates,
                                    executors, administrators, heirs and
                                    beneficiaries. All amounts payable to the
                                    Executive hereunder shall be paid, in the
                                    event of the Executive's death, to the
                                    Executive's estate, heirs and
                                    representatives. This Agreement shall inure
                                    to the benefit of, be binding upon and be
                                    enforceable by, any successor, surviving or
                                    resulting Company or other entity to which
                                    all or substantially all of the Company's
                                    business and assets shall be transferred.
                                    This Agreement shall not be terminated by
                                    the voluntary or involuntary dissolution of
                                    the Company.

         13. Enforcement. The provisions of this Agreement shall be regarded as
divisible, and if any such provisions or any part hereof are declared invalid or
unenforceable by a court of



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competent jurisdiction, the validity and enforceability of the remainder of such
provisions or parts hereof and the applicability thereof shall not be affected
thereby.

         14. Amendment. This Agreement may not be amended or modified at any
time except by a written instrument executed by the Company and the Executive if
such amendment or modification occurs before any Change in Control, or by the
Executive and the Company after any Change in Control.

         15. Withholding. The Company shall be entitled to withhold from amounts
to be paid to the Executive hereunder any federal, state or local withholding or
other taxes, or charge which it is from time to time required to withhold. The
Company shall be entitled to rely on an opinion of counsel if any question as to
the amount or requirement of any such withholding shall arise.

         16. Governing law: Arbitration. This Agreement and the rights and
obligations hereunder shall be governed by and construed in accordance with the
laws of the State of Maine. Any dispute arising out of this Agreement shall be
determined by arbitration in the State of Maine under the rules of the American
Arbitration Association then in effect and judgment upon any award pursuant to
such arbitration may be enforced in any court having jurisdiction thereof.

         17. Notice. Notices given pursuant to this Agreement shall be in
writing and shall be deemed given when received and, if mailed, shall be mailed
by United States registered or certified mail, return receipt requested,
addressee only postage prepaid, to the Company at:

                           Peoples Heritage Financial Group, Inc.
                           P.O. Box 9540
                           One Portland Square
                           Portland, ME 04112
                           Attn:  Clerk




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or if to the Executive, at the address set forth below the Executive's signature
line of this Agreement, or to such other address as the party to be notified
shall have given to the other.

         18. No Waiver. No waiver by any party at any time of any breach by
another party of, or compliance with, any condition or provision of this
Agreement to be performed by another party shall be deemed a waiver of similar
or dissimilar provisions or conditions at any time.

         19. Headings. The headings herein contained are for reference only and
shall not affect the meaning or interpretation of any provision of this
Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first written above.

                              PEOPLES HERITAGE FINANCIAL GROUP, INC.


                              By: ____________________________


                              Attest: ________________________
                                             Secretary


                              ________________________________
                              Executive

                              Address:________________________

                                      ________________________

                                      ________________________




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