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                                                                  EXHIBIT 10(b)

                               AMENDED & RESTATED

                      PETER J. VERRILL SEVERANCE AGREEMENT

                  This AGREEMENT, made and entered into as of the 1st day of
January, 1996, by and among PEOPLES HERITAGE FINANCIAL GROUP, INC. (the
"Company") and PETER J. VERRILL (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

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                                            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;

                                    (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 l (k) (i) (A) below, the
                                            annual salary as in effect
                                            immediately before

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                                            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 28OG (d) (1) and (2) of the Code (as hereinafter defined).

                             (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

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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 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

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                                            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
                                            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.

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                             (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;

                                    (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

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                                            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;
                           or

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

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the provision so indicated.

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

         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

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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 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,

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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 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

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                  (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, 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.

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                  (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
                                    payment (the "Termination Payment") equal to
                                    three 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,

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                                    accident, disability and life insurance
                                    coverage as in effect for the Executive
                                    immediately prior to termination of his
                                    employment, until the earlier of (A)
                                    thirty-six 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 28OG 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 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

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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 28OG 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 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

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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, 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 set
off, counterclaim, recoupment,

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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 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

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                                    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 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.

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         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

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

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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: /s/ Peter J. Verrill
                                ---------------------------------------------

                            Attest:       /s/ Carol L. Mitchell
                                          -----------------------------------
                                          Secretary

                                          /s/ Peter J. Verrill
                                          -----------------------------------
                                          Executive
                                          Address:  57 U.S. Route 1
                                                    Falmouth, Maine 04105

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