**Exhibit 10(an)**

 

**ASSIGNMENTAND AMENDMENT AGREEMENT**

 

 

**THISASSIGNMENT AND AMENDMENT AGREEMENT**(this “Amendment”)is entered into as of October 3, 2003 by and between **MAINE & MARITIMES CORPORATION(“MAM”)**: to whollyowned subsidiary **MAINE PUBLIC SERVICE COMPANY (“MPS”)**and **JAMES NICHOLAS BAYNE**(“Officer”)(Officer together with MAM and MPS, are collectively referred to as “Parties”herein).

 

**Recitals**

 

MPS and Officer entered into that certain Employment ContinuityAgreement dated July 25, 2002, and made effective June 1, 2002 (the“Continuity Agreement”), pursuant to which MPS, among other things, granted toOfficer certain rights following termination of Officer’s employment with MPSupon certain specified circumstances.

 

On June 30, 2003 MPS reorganized into a holding company structurepursuant to which MPS became a wholly owned subsidiary of MAM. In connectionwith this reorganization, Officer became the President and Chief ExecutiveOfficer of MAM under the employ of MAM.

 

MPS now desires to assign, convey and transfer to MAM all of its rightsand obligations under the Continuity Agreement, and MAM is willing to assumeall of MPS’s rights and obligations under the Continuity Agreement; and theParties desire to amend certain provisions contained in the ContinuityAgreement on the terms set forth herein.

 

Now, therefore, the Parties agree as follows:

 

**AGREEMENT**

 

1. For good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged by the Parties, MPS does hereby assign to MAM, as ofthe date hereof, all of MPS’s right, title and interest in, to and under theContinuity Agreement. By execution hereof, MAM hereby assumes and agrees todischarge, perform and observe in due course all of the rights, obligations andterms therein contained whether arising before or after the date of thisAmendment.

 

2. The Continuity Agreement, by this reference, is fully incorporatedinto this Amendment. Except as set forth in this Amendment, capitalized termsused but not defined in this Amendment shall have the meanings ascribed to themin the Continuity Agreement.

 

3. The text of the first paragraph of the Continuity Agreement whichstates: “This Agreement made as of this 25th day of July, 2002, buteffective June 1, 2002, by and between MAINE PUBLIC SERVICE COMPANY, aMaine corporation with its principal place of business in Presque Isle, Maine(the “Company” and James Nicholas Bayne of Presque Isle, Maine, (“Officer”).”Is deleted and replaced with the following:

 

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“This Agreement made as of this 25th day of July, 2002, buteffective June 1, 2002, by and between MAINE & MARITIMES CORPORATION,a Maine corporation with its principal place of business in Presque Isle, Maine(the “Company” and James Nicholas Bayne of Presque Isle, Maine, (“Officer”).

 

4. Accordingly, all references in the Continuity Agreement to the“Company” shall be deemed to be references to MAM.

 

5. The Continuity Agreement is further amended by inserting thefollowing text at the beginning of the first paragraph of Section 5 of theContinuity Agreement (just before the text: ““Change in Control Event.”Each of the following events shall constitute a “Change in Control Event” forthe purposes of this Agreement:”):

 

“For the purpose of this definition *(“Change in Control Even”)*only, the term“Company,” first defined above, shall also be defined to include Maine PublicService Company in addition to its parent, Maine & Maritimes Corporation.”

 

6. The Continuity Agreement as amended hereby (the “Amended ContinuityAgreement”) is and shall continue to be in full force and effect and is herebyin all respects ratified and confirmed.

 

7. The Amended Continuity Agreement constitutes the entire agreementbetween the Parties with respect to the subject matter hereof and supersedesall prior agreements, promises, letter agreements, proposals, representations,understandings and negotiations, whether or not reduced to writing, among andbetween the parties respecting the subject matter hereof.

 

8. This Amendment shall become effective as of the date first writtenabove upon the execution hereof by each of the Parties.

 

9. The validity of this Amendment, the construction and enforcement ofits terms, and the interpretation of the rights and duties of the Partieshereunder shall be governed by the laws of the State of Maine, excluding thechoice of law principles of that State.

 

10. This Amendment may be executed in multiple counterparts, each ofwhich shall be deemed an original, but all of which shall constitute one andthe same instrument.

 

 

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IN WITNESS WHEREOF, the Parties have caused this Assignment andAmendment Agreement to be executed by their duly authorized officers as of thedate and year first above written.

 

 
|   | **MAINE PUBLIC SERVICE COMPANY**                                                            |
|--------|---------------------------------------------------------------------------------------------|
|   |                                                                                        |
|   |                                                                                        |
|   | **By:**                                                                                     |   /s/ Nathan L. Grass |   |
|   |                                                                                        | **Name: Nathan L.  Grass** |
|   |                                                                                        | **Title: Director,  and Chairperson, Performance and  Compensation Committee** |
|   |                                                                                        |
|   |                                                                                        |
|   | **MAINE & MARITIMES CORPORATION**                                                       |
|   |                                                                                        |
|   |                                                                                        |
|   | **By:**                                                                                     |   /s/ Nathan L. Grass |   |
|   |                                                                                        | **Name: Nathan L.  Grass** |
|   |                                                                                        | **Title: Director, and  Chairperson, Performance and  Compensation Committee** |
|   |                                                                                        |
|   |                                                                                        |
|   | **OFFICER**                                                                                 |
|   |                                                                                        |
|   |                                                                                        |
|   |   /s/ James Nicholas Bayne                                                        |   |
|   | **Name:   James Nicholas Bayne**                                                       |
|   | **Title:   President and Chief Executive Officer,  Maine & Maritimes Corporation** |
|        |                                                                                             |  |  |  |

 

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