Exhibit
10(ah)


Maine & Maritimes
Corporation


EMPLOYEE RETENTION
AGREEMENT


THIS EMPLOYEE RETENTION
AGREEMENT dated as of                ,
         (this “Agreement”) is
entered into between Maine & Maritimes Corporation, a Maine corporation
(the “Company”), and [insert name of executive]
(the “Executive”) (the Company and Executive are sometimes referred to as “Party”
or collectively “Parties”).


RECITALS


WHEREAS, the Executive,
has been employed by the Company in a management capacity for approximately    
years and is now its [title]; and


WHEREAS, the Board of
Directors of the Company has determined this Agreement to be in the best
interests of the stockholders of the Company, in order to encourage the
attention and dedication of the Executive to his assigned duties with the
Company without distraction in connection with potentially disruptive
circumstances arising from the possibility of a Change in Control (as defined
herein) or certain other events specified in this Agreement;


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the Parties, the Company and the Executive agree as
follows:


Section 1.               Certain Definitions


As used herein, the following terms have the indicated
meanings:


(1)           “Cause” for
termination by the Company of the Executive’s employment shall mean (i) the
willful and continued failure by the Executive to substantially perform his
duties with the Company after a written notice is delivered to the Executive by
the Company, which notice specifically identifies the manner in which the
Company believes that the Executive has not substantially performed the
Executive’s duties; or (ii) the willful engaging by the Executive in gross
misconduct that is injurious to the Company, monetarily or otherwise
(including, without limitation, the Executive’s conviction, by a court of
competent jurisdiction, of a crime adversely reflecting on the Executive’s
honesty, trustworthiness or fitness to carry out the responsibilities of his
position with the Company).  An act, or
failure to act, on the Executive’s part shall be deemed “willful” where such
act is done, or not done, by the Executive: (i) in the absence of good faith;
or (ii) without a reasonable belief that the Executive’s act, or failure to
act, was in the best interest of the Company.


(2)           For the purpose of this definition (“Change in
Control”) only, the term “Company,” first defined above, shall also
be defined to include Maine Public Service Company in addition to its parent,
Maine & Maritime Corporation.  A “Change in Control” shall be deemed to have
occurred if the conditions set forth in any one of the following paragraphs
shall have been satisfied:


(a)           any “person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) (other than the
Company, any trustee or other fiduciary holding securities under any employee
benefit plan of the Company, or any corporation owned directly or indirectly by
the stockholders of the Company in substantially the same proportion as their











ownership
of stock of the Company) is or becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of securities of the Company representing fifty percent
or more of the combined voting power of the Company’s then-outstanding voting
securities;


(b)           a change in the composition of the Board of Directors of
the Company, as a result of which fewer than a majority of the directors are
persons who either (A) are directors of the Company as of the date hereof
or (B) were elected after nomination by a majority of the directors of the
Company on the date hereof and directors so elected previously;


(c)           any merger or consolidation of the Company, approved by
the stockholders of the Company, with any other corporation; other than:


                     (A)          any such merger or consolidation that would result in the
voting securities of the Company outstanding immediately prior to the merger or
consolidation, continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving or parent entity) more
than fifty percent of the combined voting power of the voting securities
(entitled to vote generally for the election of directors) of the Company or
such surviving or parent entity outstanding immediately after such merger or
consolidation, or subsequently at any time as contemplated by or as a result
of, such merger or consolidation; or


                     (B)           any such merger or consolidation where such merger or
consolidation is effected to implement a recapitalization or reincorporation of
the Company (or similar transaction) in which no “person” (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
acquires fifty percent or more of the combined voting power of the Company’s
then-outstanding voting securities;


(d)           any merger or consolidation of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of the Company’s stock, would be converted into cash,
securities or other property; other than a
merger or consolidation of the Company in which the stockholders of the Company
immediately prior to the merger or consolidation have substantially the same
proportionate ownership and voting control of the surviving corporation or
parent entity immediately after the merger or consolidation;


(e)           except as described in paragraph    ,
below, the Company ceases to be a reporting company pursuant to Section 13 (a)
of the Securities Exchange Act of 1934 as amended, or any similar successor
provision;


(f)            the number of the Company’s Outside
Directors, as defined below, is decreased by more than fifty percent in any
twenty-five month period or the number of the Company’s directors increased in
such a manner that the Outside Directors constitute less than a majority of the
Board;


(g)           the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for the
sale, lease, exchange, liquidation, disposition or other transfer (in one
transaction or a series of transactions) by the Company of all or substantially
all of the Company’s assets (or any transaction having a similar effect).


(h)           further, a “Change in
Control” shall not be deemed
to occur if the conditions set forth in any one of the following sub-paragraphs
shall have been satisfied:











(A)
a merger, consolidation or reorganization of the Company if, upon consummation
of such transaction all of the outstanding voting stock of the Company is
owned, directly or indirectly, by a holding company, and the holders of the
Company’s common stock immediately prior to the transaction have substantially
the same proportionate ownership and voting control of the holding company.


(3)           “Good Reason”
for termination by the Executive of the Executive’s employment shall mean the
occurrence of any one of the following acts unless such act is corrected prior
to the Termination Date specified in the Termination Notice given in respect
thereof or, in the case of paragraph (d) below, such act is not objected to in
writing by the Executive within four months after notification by the Company
to the Executive of the Company’s intention to take the action contemplated by
such paragraph (d):


(a)           the
assignment of duties to the Executive which:


(i)                                     are
materially different from his duties immediately prior to the Change in
Control, or


(ii)                                  result
in his having significantly less authority or responsibility than he had prior
to the Change in Control;


(b)           the
Executive’s removal from, or any failure to re-elect him to, any position he
held immediately prior to the Change in Control;


(c)           a
reduction of the Executive’s annual base salary in effect on the date of the
Change in Control or as the same may be increased from time to time thereafter;


(d)           the
Company’s transferring or assigning the Executive to a place of employment more
than one hundred miles from Presque Isle, Maine, except where: (1) such transfer
or assignment is to a subsidiary or affiliate entity location, consistent with
the Executive’s duties; and (2) in connection with required business travel to
an extent substantially consistent with the Executive’s business travel
obligations immediately prior to the Change in Control;


(e)           the
Company’s failure to provide the Executive with substantially the same health,
life and other employee benefit plans, programs and arrangements (specifically
including the Company’s compensation and incentive plans, as the same may be
amended in the future), and substantially the same perquisites of employment,
as provided to him immediately prior to the Change in Control or as the same
may be increased thereafter;


(f)            the
Company’s failure to provide the Executive with substantially the same support
staff as provided to him immediately prior to the Change in Control; or


(g)           the
Company’s failure to increase the Executive’s salary, employee benefits or
perquisites of employment in a manner or amount commensurate with increases
provided to the Company’s other executive officers.


(4)           “Outside Directors” an
“Outside Director” as of a given date,
shall mean a member of the Company’s board of 
directors who has been a director of the Company throughout the six
month period prior to such date and who has not been an employee of the Company
at any time during such six month period.











(5)           “Termination
Date” shall have the meaning stated in Section 2(2).


(6)           “Termination
Notice” shall have the meaning stated in Section 2(1).


Section 2.               Termination Procedures


(1)           Termination Notice.   Any purported termination of the Executive’s
employment (other than by reason of death or at will termination) shall be
communicated by a written notice of the terminating party (a “Termination
Notice”) in accordance with Section 6(2).


(2)           Termination Date.  “Termination Date” shall mean the date as of
which the Executive’s employment is to terminate as specified in the
Termination Notice, which, in the case of a termination by the Company
otherwise than for Cause, may be the same date of the Termination Notice and,
in the case of a termination by the Executive, shall not be less than fourteen
days nor more than sixty days, respectively, from the date the Termination
Notice is given, unless otherwise agreed to by the parties.


Section 3.               Benefits Upon Certain
Terminations


(1)           General.  If a Change of Control occurs and,
within one year following the occurrence of such Change of Control (i) the
Company terminates the Executive’s employment for any reason other than for
Cause, or (ii) the Executive terminates his employment for Good Reason, then in
lieu of any further salary payments to the Executive for periods subsequent to
the Termination Date, the Company shall provide the Executive with the
following:


(a)           Within thirty business days after the Termination Date, a
lump sum cash payment equal to the sum of: (i) one hundred percent (X00%) of
the Executive’s annual base salary in effect upon the Change in Control or the
date of the Termination Notice, whichever is higher, and (ii)     hundred
percent (X00%) of the bonus award the Executive would have received for the
year in which such termination occurs pursuant to the Company’s Incentive
Compensation Plan, assuming that his employment had not terminated and that for
such year all applicable performance goals will be met.  In the event any portion of this award
depends on goals that cannot be determined until the close of the plan year,
then payment of that amount shall be made within thirty days after the goal has
been determined.


(b)           The continuation of the Executive’s
participation and the participation of his dependants (to the extent they were
participating on the date of the Termination Notice) in the Company’s health,
life, disability and other employee benefit plans, programs and arrangements
(excluding the Pension Plan and the Non-Union Retirement Savings Plan) for a
period of twenty-four (24) months after such termination as if he were still
employed during such period; provided, however, if such participation in any
such plan, program or arrangement is specifically prohibited by the terms
thereof, the Company shall provide the Executive (and his dependants) with
benefits substantially similar to those which he was entitled to receive under
such plan, program or arrangement immediately prior to his termination of
employment.  Additionally, at the end of
any period of such coverage, the Executive shall have the right to have
assigned to him, for the cash surrender value thereof, any assignable insurance
owned by the Company on the life of the Executive.  For purposes of this paragraph 3(b), any
employee benefit determined with reference to the Executive’s compensation or
earnings shall be based on his annual base salary unless otherwise provided
under the terms of the applicable employee benefit plan, program or
arrangement.


(2)           Death, at will termination.  Notwithstanding
any provision of this Agreement to the contrary, no benefits are payable
hereunder upon the Executive’s death prior to: (1) the involuntary











termination of his
employment with the Company for Cause or otherwise, or (2) the voluntary
termination by the Executive of the Executive’s employment with the Company for
Good Reason.  No benefits are payable
hereunder upon the Company’s at will termination of employment for reasons
other than those set forth in this Agreement.


Section 4.               Term of Agreement


This Agreement initially shall continue in effect
until the third  anniversary of the date hereof.


Section 5.               Successors


In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had
taken place.  Failure of the Company to
obtain such assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Executive
to compensation from the Company in the same amount and on the same terms as
the Executive would be entitled to hereunder if the Executive were to terminate
the Executive’s employment for Good Reason, except that, for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Termination Date.


Section 6.               Miscellaneous


(1)           Amendments.  This Agreement may not be amended, modified
or supplemented by the parties hereto in any manner, except by an instrument in
writing signed on behalf of each of the parties hereto.


(2)           Notices.   Any notice, request, instruction or other
document to be given hereunder by any party to the other shall be in writing
and delivered personally or sent by certified mail, postage prepaid, by
facsimile (with receipt confirmed), or by courier service and shall be
effective upon receipt if addressed or sent as follows:


	
   

  	
  To the Company:

  	
  Maine & Maritimes Corporation

  
	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  To the
  Executive:

  	
  [Insert name and mailing address of Executive]

  
	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
							



or to such other address
or person as may be designated in writing by a party, by a notice given to the
others as aforesaid.


(3)           No Additional Effect. 
Except as expressly provided herein, nothing contained herein shall be
construed to provide the Executive with any specific period of employment,
right to be retained in the service of the Company or other rights, nor shall
this Agreement be construed to otherwise limit the rights of the Company to
discharge or take other action with respect to the Executive.  The Executive hereby acknowledges that he or
she remains an employee at will of the Company and that any rights of the
Executive arising under this Agreement arise only upon the circumstances
specifically set forth in this Agreement.











(4)           Construction.  The headings in this Agreement are included
only for convenience and shall not affect the meaning or interpretation of this
Agreement.  The words “herein” and “hereof”
and other words of similar import refer to this Agreement as a whole and not to
any particular part of this Agreement. 
The word “including” as used herein shall not be construed so as to
exclude any other thing not referred to or described.  The Outside Directors shall have the
authority to construe and interpret this Agreement on behalf of the Company,
and any such determination by the Outside Directors shall be the conclusive
construction on behalf of the Company.


(5)           Entire Agreement,
Assignability, etc.  This
Agreement (i) constitutes the entire agreement, and supersedes all other prior
agreements, including without limitation prior employee continuity agreements,
and understandings, both written and oral, between the parties with respect to
the subject matter hereof, (ii) is not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder, except as
otherwise expressly provided herein, and (iii) shall not be assignable by
operation of law or otherwise.  No
provisions of this Agreement are intended, nor will be interpreted, to provide
or create any third party beneficiary rights or any other rights of any kind in
any person unless specifically provided otherwise herein, and, except as so
provided, all provisions hereof will be personal solely among the parties to
this Agreement.


(6)           Validity.  The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement, each of which shall remain in full
force and effect.


(7)           Governing Law.  This Agreement shall be governed by the laws
of the State of Maine, regardless of the laws that otherwise might govern under
applicable principles of conflicts of laws thereof.


(8)           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but both of which
together shall constitute one and the same instrument.


(9)           Funding.  This
Agreement shall not be construed to create or require the Company to create a
trust or to otherwise act to fund the amounts payable hereunder.


(10)         Limitation on Amount to be Paid.  If payment of any amount under this Agreement
would cause the Executive to be subject to an excise tax pursuant to Section
4999 of the Internal Revenue Code (as amended from time to time) or the
regulations thereunder, then such amount shall not be paid to the extent
necessary to avoid the imposition of such tax. 
The preceding sentence shall apply only if the aggregate amount payable
to the Executive or for his or her benefit under this Agreement, after payment
of such excise tax, would be less than the aggregate amount payable in
accordance with the preceding sentence.


(11)         Arbitration.  The
Parties agree to resolve all disputes arising under this Agreement in
arbitration as follows:


(a)           Any
arbitration under this Agreement, and any related judicial proceeding, shall be
initiated and shall proceed pursuant to the provisions of the Maine Uniform
Arbitration Act (the “Act”) and, to the extent consistent with the Act, the
then prevailing rules of the American Arbitration Association (the “Association”)
for labor and employment contracts.  To
initiate arbitration hereunder, demand shall be given in writing to the
Association and the other Party no later than one year after the claim
arises.  Any claim for which such demand
is not made within one year after the claim arises shall be barred and discharged.











(b)           Any
arbitration under this Agreement shall be before a single arbitrator mutually
acceptable to the Parties, and an award in such arbitration may include only
damages which the arbitrator determines to be due under express provisions of
this Agreement.  The arbitrator shall
have no authority to award any other damages including without limitation,
consequential and exemplary damages.  Any
award in arbitration shall be subject to enforcement and appeal pursuant to the
Act.


(c)           The
Parties shall share equally all costs and fees charged by the Association or
the arbitrator.


(12)         Execution of Further Documents.  In the event the Executive receives payments
or benefits pursuant to this Agreement and the Company’s legal counsel deems it
necessary for the Company to receive a release or other acknowledgement the
Executive agrees to execute any such document as may be reasonably required as
a condition of his/her receipt of such payment or benefits.


IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first above written.


	
  

  	
   

  	
  MAINE & MARITIMES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  



Employees Who Have Executed Above Employee Retention
Agreement with either MAM or MPS*:


	
  Executive

  	
   

  	
   

  	
   

  	
  Effective Date

  
	
  Annette N.
  Arribas, VP, Investor and Exchange Relations and Compliance Officer

  	
   

  	
  12/15/04

  
	
  Brent M. Boyles,
  President of MPS*

  	
   

  	
  09/05/06

  
	
  Patrick C.
  Cannon, VP, General Counsel, Secretary and Clerk*

  	
   

  	
  12/15/04

  
	
  Michael A.
  Eaton, VP, Information and Technology Management*

  	
   

  	
  12/17/04

  
	
  Mark H. Hovey,
  VP, Human Resources and Organizational Development*

  	
   

  	
  12/14/04

  
	
  Michael I.
  Williams, VP, Chief Financial Officer Treasurer and Assist. Secretary*

  	
   

  	
  12/15/04

  
	
  Thomas N. Yoder,
  VP and Chief Operating Officer of Maricor Technologies

  	
   

  	
  08/12/05

  
	
  Michael C.
  Gillis, President of The Maricor Group

  	
   

  	
  05/12/06

  
	
  Randi J.
  Arthurs, VP and Controller

  	
   

  	
  05/19/06