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                                                                EXHIBIT 10(r)(3)

                                SECOND AMENDMENT
                                     TO THE
                     PEOPLES HERITAGE FINANCIAL GROUP, INC.
                PROFIT-SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

     The Peoples Heritage Financial Group, Inc. Profit-Sharing and Employee
Stock Ownership Plan ("Plan") was last amended and restated effective generally
January 1, 1989. The Plan was thereafter amended effective the same date, and is
hereby further amended in the following respects:

     xiv. The terms used in this Amendment shall have the meanings set forth in
the Plan, unless the context indicates otherwise.

     xv.  Section 1.41 is hereby amended by adding a new paragraph at the end
thereof to read as follows:

          "All Years of Service with Mid Maine Savings Bank, FSB prior to the
     date on which such bank was acquired by the Company, and all Years of
     Service with North Conway Bank prior to the date on which such bank was
     acquired by the Company, shall be recognized for participation and vesting
     purposes under this Plan."

     xvi. Article 2 is hereby amended by adding a new Section 2.5 to read as
follows:

          "2.5 Special Participation Rules. Effective August 1, 1994, each
     Employee who was previously employed by Mid Maine Savings Bank, FSB,
     immediately prior to the date on which such bank was acquired by the
     Company, shall be eligible to participate in the Plan as of the later of
     August 1, 1994, or the first day of the Calendar Quarter coincident with or
     next following completion of a Year of Service. Effective July 1, 1995,
     each Employee who was previously employed by North Conway Bank, immediately
     prior to the date on which such bank was acquired by the Company, shall be
     eligible to participate in the Plan as of the later of July 1, 1995, or the
     first day of the Calendar Quarter coincident with or next following
     completion of a Year of Service. For purposes of determining whether an
     Employee described in this Section has completed a Year of Service, his
     service with Mid Maine Savings Bank or North Conway Bank shall be taken
     into account."

     xvii. Section 6.4(b) is hereby amended to read as follows, effective as of
the adoption date of this Second Amendment:

          "(b) Any distribution to a Participant who has a Vested Interest that
               exceeds $3,500, or that exceeded $3,500 at the time of any prior
               distribution, shall require such Participant's written consent if
               such distribution commences prior to Normal Retirement Age. With
               regard to such consent:
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               (1)  The Participant shall receive the written notice described
                    in Treasury Regulation 1.411(a)-11(c)(2)(i), including
                    notice of his right to defer payment of benefits under this
                    Article, no less than thirty days and no more than ninety
                    days before the date on which such distribution is paid or
                    commences to be paid. If a Participant declines or fails to
                    consent, it shall be deemed to be an election to defer
                    payment of such benefits. However, any election to defer
                    payment shall not apply with respect to distributions which
                    are required under Section 6.4(d).

               (2)  Notwithstanding the foregoing to the contrary, if a
                    Participant, after receiving written notice under Paragraph
                    (b)(1), affirmatively elects a distribution, then the
                    distribution may be paid or may commence to be paid less
                    than thirty days after the date such written explanation was
                    given, provided the Plan Administrator has informed such
                    Participant, in writing, of his right to a period of at
                    least thirty days to consider whether to consent to the
                    distribution.

     xviii. Except as otherwise provided herein, this Amendment shall be
effective January 1, 1995.

     IN WITNESS WHEREOF, Peoples Heritage Financial Group, Inc. has caused this
Amendment to be executed by its duly authorized officer on this 24th day of
October 1995.

                                          PEOPLES HERITAGE FINANCIAL GROUP, INC.

                                    By    /s/ Carol L. Mitchell
                                          --------------------------------
                                          Name:  Carol L. Mitchell
                                          Title: Senior Vice President and 
                                                 General Counsel




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