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                                                                Exhibit 10(g)(2)

                               FIRST AMENDMENT TO

                        SUPPLEMENTAL RETIREMENT AGREEMENT

         THIS FIRST AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT (this
"Amendment") is made and entered into as of this _____ day of ________, 2001 by
and between Banknorth Group, Inc. (formerly known as Peoples Heritage Financial
Group, Inc. and hereinafter referred to as the "Company"), and Peter Verrill
(the "Executive").

                                    RECITALS:

A. The Company and the Executive are parties to a certain Supplemental
Retirement Agreement dated as of ____________ (the "Original Agreement"). The
Original Agreement, as amended by this Agreement is referred to as the
"Agreement."

B. Since the date of the Original Agreement, the Company has adopted the
Banknorth Group. Inc. Supplemental Retirement Plan (as amended, the "SERP Plan")
and the Company and the Executive now wish to amend the Original Agreement as
hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties agree and amend the Original Agreement as follows:

1.       AMENDMENTS.

                  1.1 ALTERNATIVE BENEFIT. Notwithstanding anything to the
         contrary in the Original Agreement or in the SERP Plan (including,
         without limitation, Article Three thereof), if


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         on the date that benefits become payable under the Original Agreement,
         the actuarial equivalent of the aggregate amount of the benefits
         payable to the Executive under the terms of the Original Agreement is
         less than the actuarial equivalent of the aggregate amount of the
         benefits to which the Executive would be entitled under the SERP Plan
         if he were "Participant" (as defined in the SERP Plan) in the SERP Plan
         (such amount, the "Alternative Benefit"), the Executive shall be
         entitled to benefits payable in accordance with the terms of the
         Original Agreement but in an aggregate amount equal to the actuarial
         equivalent of the Alternative Benefit instead of in an aggregate
         benefit amount determined under the Original Agreement. Whenever an
         "actuarial equivalent" is required to be determined under this
         Amendment, such actuarial equivalent shall be determined in the manner
         prescribed for determining actuarial equivalents under the Original
         Agreement.


                  1.2 OPTIONAL FORMS OF PAYMENT. Section 2.04 of the Agreement
         is hereby amended by deleting the second to last sentence thereof in
         its entirety and replacing it with the following: "In addition, the
         Executive may elect a lump sum under this plan." The purpose of the
         amendment set forth in this Section 1.2 is to make clear that, if the
         Executive elects lump sum payment, the Company shall not have any right
         to require that payment be made over a period of five years.

2.       NO FURTHER MODIFICATION. Except as expressly amended hereby, the
Agreement remains unmodified and in full force and effect.

3.       GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Maine without regard to its conflicts
of laws principles.

4.       SEVERABILITY. Each provision of this Amendment is intended to be
severable and the


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invalidity, illegality or unenforceability of any portion of this Amendment
shall not affect the validity, legality and enforceability of the remainder.


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IN WITNESS WHEREOF, the Company and the Executive have caused this Amendment to
be executed as of the date and year first above written.

                                        BANKNORTH GROUP, INC. f/k/a
                                        PEOPLES HERITAGE FINANCIAL
                                        GROUP, INC.

                                        By:
----------------------------------      ----------------------------------------
Witness                                 Name:
                                        Title:

----------------------------------      ----------------------------------------
Witness                                 Peter Verrill



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S:\BACHELDE\Banknorth\SERP\Special Project\Verrill SERP Amendment.3-15.01.doc
Anthony H. Dowling 15 March 01 05:36 PM


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