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                                EXHIBIT 10(m)(2)

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                                                                EXHIBIT 10(m)(2)

                             FIRST AMENDMENT TO THE
                     PEOPLES HERITAGE FINANCIAL GROUP, INC.
                              THRIFT INCENTIVE PLAN

         The Peoples Heritage Financial Group, Inc. Thrift Incentive Plan (the
"Plan") was last amended and restated effective generally January 1, 1996. The
Plan is hereby further amended as set forth herein.

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

         2.       Effective January 1, 1996, Section 14.3(d) shall be amended to
read in its entirety as follows:

                  "(d) On and after the Plan Affiliation Date, the rights of
         participants and beneficiaries of participants under the Predecessor
         Plan shall be determined strictly in accordance with the terms of this
         Plan; provided that, in accordance with Paragraph (g), each such
         participant's Predecessor Plan Account shall be invested and reinvested
         in accordance with the applicable provisions of the Predecessor Plan
         until the date on which the Predecessor Plan's assets are transferred
         to the trust under this Plan ("transfer date");"

         3.       Effective July 1, 1996, Appendix A shall be amended to refer
to Schedule No. 2, relating to the Bank of New Hampshire Corporation Tax
Deferred Savings & Investment Plan (the "BONH Plan"), in substantially the same
form as attached hereto. Said Schedule shall be prepared by the Plan
Administrator to set forth the benefits, rights, and features remaining in
effect with respect to a Participant's Predecessor Plan Account attributable to
the BONH Plan.

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         IN WITNESS WHEREOF, to record the adoption of this First Amendment as
of the effective date stated herein, Peoples Heritage Financial Group, Inc. has
caused this instrument to be executed by its duly authorized officer this 31st 
day of December, 1996.

                                        PEOPLES HERITAGE FINANCIAL GROUP, INC.



                                        By  ___________________________________
                                               Its