EXHIBIT A The Articles of Incorporation of Peoples Heritage Financial Group, Inc. are hereby amended by changing the first two sentences of Article 4 thereof to read as follows: "The total number of shares of capital stock which the Corporation has authority to issue is 105,000,000, of which 5,000,000 shall be serial preferred stock, $.01 par value per share (hereinafter the "Preferred Stock") and 100,000,000 shall be common stock, par value $.01 per share (hereinafter the "Common Stock"). The aggregate par value of all authorized shares of capital stock having a par value if $1,050,000." For Use by the Secretary of State STATE OF MAINE FILED April 25, 1996 ARTICLES OF AMENDMENT (Amendment by Shareholders /s/ Gary Cooper Voting as One Class) Deputy Secretary of State A true Copy When Attested Pursuant to 13-A MRSA S.805 and 807 by Signature the undersigned corporation adopts these Articles of Amendment: /s/ Gary Cooper Deputy Secretary of State FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders of Peoples Heritage Financial Group, Inc. at a meeting legally called and held on April 23, 1996. THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Number of Number of Number of Outstanding and Shares Shares Shares Entitled to Vote Voted For Voted Against Abstained 17,009,949 9,709,609 3,200,736 91,923 FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. Not applicable. FIFTH: If the amendment changes the number or par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Series Number Par Value Class (If Any) of Shares (If Any) Preferred Stock 5,000,000 $0.01 Common Stock 100,000,000 $0.01 The aggregate par value of all such shares (of all classes and series) having par value is $1,050,000 . The total number of all such shares (of all classes and series) without par value is 0 shares. SIXTH: Address of the registered office in Maine: One Portland Square, Portland, Maine 04112-9540. (street, city and zip code) MUST BE COMPLETED FOR VOTE PEOPLES HERITAGE FINANCIAL GROUP, INC. OF SHAREHOLDERS (Name of Corporation) I certify that I have custody of the minutes showing the above action by the shareholders. By* /s/ William J. Ryan (Signature) /s/ Carol L. Mitchell Carol L. Mitchell William J. Ryan, Chairman, President Senior Vice President, General Counsel, Secretary and Clerk and Chief Executive Officer (type or print name and capacity) By* /s/ Carol L, Mitchell (Signature) Dated: April 24, 1996 Carol L. Mitchell, Senior Vice President, General Counsel, Secretary and Clerk (type or print name and capacity) * In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in S.806, or because the articles so provide. For vote necessary for adoption see S.805.