Exhibit 10-96.5

                              EMPLOYMENT AGREEMENT
               As Amended and Restated Effective December 9, 1994


     THIS EMPLOYMENT  AGREEMENT is made,  effective as of the ninth (9th) day of
December,  1994, by and between Central Maine Power Company, a Maine corporation
with its principal place of business in Augusta,  Maine (hereinafter referred to
as the  "Company"),  and  Arthur  W.  Adelberg (hereinafter  referred  to as the
"Executive").
     WHEREAS,  the Company  recognizes  that the  Executive is a valued  officer
because  of his  knowledge  of the  Company's  affairs  and his  experience  and
leadership capabilities,  and desires to encourage his continued employment with
the Company to assure  itself of the  continuing  advantage  of that  knowledge,
experience  and  leadership  for the  benefit  of  customers  and  shareholders,
particularly  during a period of transition in various  aspects of the Company's
business and in the event of a Change of Control of the Company; and
     WHEREAS,  the Executive  desires to serve in the employ of the Company on a
full-time basis for a period provided in this Employment Agreement  (hereinafter
referred to as the  "Agreement")  on the terms and  conditions  hereinafter  set
forth; and
     WHEREAS,  to these ends the Company  desires to provide the Executive  with
certain  payments and benefits in the event of the termination of his employment
in certain circumstances; and
     WHEREAS,  the  Company  and the  Executive  wish to set forth the terms and
conditions under which such employment and payments and benefits will occur.
     NOW,  THEREFORE,  in  consideration of the continued offer of employment by
the Company and the continued acceptance of employment by the Executive, and the
mutual promises and covenants  contained  herein,  the Company and the Executive
hereby agree as follows:
     1. Term of Agreement. a. The term of this Agreement shall begin on December
9, 1994  (hereinafter  referred to as the "Effective  Date") and shall expire on
December  31,  1997;  provided,  however,  that on December 31, 1997 and on each
December  31  thereafter,  the term of this  Agreement  shall  automatically  be
extended for one (1) additional year unless not later than the preceding October
31 either the Company or the  Executive  shall have given notice that such party
does not wish to extend the term of this Agreement.
     b. If a Change of Control occurs during the original term of this Agreement
or any  extension,  then  the  term of this  Agreement  shall  be  automatically
extended for a thirty-six (36) calendar month period  beginning on the first day
of the month following the month in which such Change of Control occurs.
     c.  Notwithstanding  anything  to the  contrary  in this  Section  1,  this
Agreement and all  obligations of the Company  hereunder  shall terminate on the
date of the  Executive's  death,  or thirty  (30) days after the  Company  gives
notice  to the  Executive  that  the  Company  is  terminating  the  Executive's
employment for reason of Total Disability or Cause.
     2.  Definitions.  The  following  terms shall have the  meanings  set forth
below:
     "Affiliate" means a person that directly or indirectly  through one or more
intermediaries  controls,  is controlled by, or is under common control with the
Company.
       "Board" means the Board of Directors of the Company.
       "Cause" means any of the following events or occurrences:
     (i) An act of material dishonesty taken by, or committed at the request of,
the Executive.
     (ii) Any illegal or unethical  conduct which, in the good faith judgment of
the Board, would impair the Executive's ability to perform his duties under this
Agreement or would impair the business reputation of the Company.
     (iii) Conviction of a felony.
     (iv) The continued  failure of the Executive to perform  substantially  his
responsibilities  and duties under this Agreement,  after demand for performance
has been  delivered in writing to the Executive  specifying  the manner in which
the Company believes that the Executive is not performing.

     Notwithstanding  any contrary  provision of this  Agreement,  the Executive
shall not be deemed to have been  terminated  for Cause  unless and until  there
shall have been delivered to the Executive a certified copy of a resolution duly
adopted by the  affirmative  vote of  two-thirds of the members of the Board who
are not  employees  of the Company at a meeting of the Board called and held for
such purpose (after  reasonable  notice to the Executive and an opportunity  for
the Executive, together with his counsel, to be heard before the Board), finding
in good faith one of the events or  occurrences  set forth in parts(i)  through
(iv)  of the  definition  of  "Cause"  in  this  Agreement  and  specifying  the
particulars thereof in detail.
     "Change of Control"  means the  occurrence of any of the following  events:
     (i) Any  "person," as such term is used in Sections  13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the
Company or any Affiliate or any trustee or other  fiduciary  holding  securities
under an employee  benefit plan of the Company or any Affiliate),  is or becomes
the beneficial  owner, as defined in Rule 13d-3 under the Exchange Act, directly
or indirectly, of stock of the Company representing thirty percent (30%) or more
of the combined voting power of the Company's then outstanding stock eligible to
vote.
     (ii) During any period of two (2) consecutive  years after the execution of
this Agreement,  individuals who at the beginning of such period  constitute the
Board,  and any new  director  whose  election  by the Board or  nomination  for
election  by the  Company's  stockholders  was  approved  by a vote of at  least
two-thirds  of the  directors  then in office who either were  directors  at the
beginning  of the  period or whose  election  or  nomination  for  election  was
previously  so approved,  cease for any reason to constitute at least a majority
thereof.
     (iii) The  stockholders of the Company approve a merger or consolidation of
the Company  with any other  corporation,  other than a merger or  consolidation
which would  result in the voting stock of the Company  outstanding  immediately
prior thereto  continuing to represent  (either by remaining  outstanding  or by
being converted into voting  securities of the surviving entity) more than fifty
percent (50%) of the combined  voting power of the  outstanding  voting stock of
the  Company  or  such  surviving  entity   immediately  after  such  merger  or
consolidation;  provided, that a merger or consolidation effected to implement a
recapitalization  of the Company (or similar  transaction)  in which no "person"
(as hereinabove defined) acquires more than thirty percent (30%) of the combined
voting power of the Company's then outstanding securities shall not constitute a
Change of Control of the Company.
     (iv) The stockholders of the Company approve a plan of complete liquidation
of  the  Company  or an  agreement  for  the  sale,  lease,  exchange  or  other
disposition by the Company of all or  substantially  all of the Company's assets
(or any transaction having a similar effect). "Constructive Discharge" means, so
long as no Change of Control has  occurred,  any  reduction  in the  Executive's
annual base salary in effect as of the Effective Date of this  Agreement,  or as
the same may be  increased  from time to time,  other than any  across-the-board
base  salary  reduction  for a group  or all of the  executive  officers  of the
Company, and also means, on or after a Change of Control,
     (i) any reduction in the Executive's annual base salary in effect as of the
Effective Date of this  Agreement,  or as the same may be increased from time to
time;
     (ii) a failure to increase the Executive's annual base salary  commensurate
with any  across-the-board  percentage  increases in the  compensation  of other
executive officers of the Company;
     (iii) a  substantial  reduction  in the nature or scope of the  Executive's
responsibilities,  duties or  authority  from those  described in Section 3.c of
this Agreement;
     (iv) a material adverse change in the Executive's title or position; or
     (v) relocation of the  Executive's  place of employment  from the Company's
principal  executive offices or to a place more than twenty-five (25) miles from
Augusta, Maine without the Executive's consent.
     "Severance  Benefits" means the benefits set forth in Section 5.a or 5.c of
this Agreement, as applicable.
     "Severance  Period" means,  in the case of a Change of Control,  the period
from the date of termination as determined in accordance  with Section 6 of this
Agreement until the third anniversary of such date.
     "Total  Disability"  means the  complete  and  permanent  inability  of the
Executive to perform all of his duties under this Agreement on a full-time basis
for a period of at least six (6) consecutive  months, as determined by the Board
upon the basis of such evidence,  which may include  independent medical reports
and data, as the Board deems appropriate or necessary.
     3.  Employment.  a. The Company hereby agrees to continue its employment of
the Executive in the capacity of Vice President,  Law and Power Supply,  and the
Executive  hereby  agrees to remain in the employ of the  Company for the period
beginning on the Effective Date and ending on the date on which the  Executive's
employment  is terminated in accordance  with this  Agreement  (the  "Employment
Period").  This Agreement shall not restrict in any way the right of the Company
to terminate the Executive's employment at whatever time and for whatever reason
it deems appropriate, nor shall it limit the right of the Executive to terminate
employment at any time for whatever reason he deems appropriate.
     b. The Executive  agrees that during the Employment  Period he shall devote
substantially all his business attention and time to the business and affairs of
the Company and its Affiliates,  and use his best efforts to perform  faithfully
and  efficiently  the duties and  responsibilities  of the Executive  under this
Agreement.  It is  expressly  understood  that (i) the  Executive  may  devote a
reasonable amount of time to such industry associations and charitable and civic
endeavors as shall not materially interfere with the services that the Executive
is required to render under this Agreement,  and (ii) the Executive may serve as
a member of one or more boards of directors of companies that are not affiliated
with the Company and do not compete with the Company or any of its Affiliates.
     c. The  following  listing of job duties shall  represent  the  Executive's
primary responsibilities.  Such responsibilities may be expanded, and so long as
no Change of Control has occurred may be decreased, as the business needs of the
Company require. The Executive's primary job responsibilities shall include, but
not be limited to:
     participation  in  the  development  and  general  oversight  of  corporate
policies,  strategies  and  business  initiatives  as a member of the  Company's
Executive Committee;

     the development  and  implementation  of strategies to control  non-utility
generation costs; and

     the  development,   implementation   and  general  oversight  of  corporate
strategies  in  legislative  and  regulatory  matters  and  wholesale  power and
transmission marketing issues.

The departments  reporting  directly to the Executive shall be as follows:  Law;
Power Supply;  Government Relations;  Legislative Affairs;  Community Relations;
Internal Audit; and Regulatory Services.

     4. Compensation and Benefits.

     a. During the Employment Period, the Executive shall be compensated as
follows:
     (i) He shall  receive an annual base  salary,  the amount of which shall be
reviewed  regularly  and  determined  from time to time by the Board,  but which
shall not be less than $153,450.  His salary shall be payable in accordance with
Company payroll practices.
     (ii) He shall be entitled to  participate in any and all plans and programs
maintained  by the  Company  from  time  to  time to  provide  benefits  for its
executives,  including without limitation any short-term or long-term incentive,
pension,  or supplemental  pension plan or program, in accordance with the terms
and  conditions  of any such plan or  program or the  administrative  guidelines
relating thereto, as may be amended from time to time.
     (iii) He shall be entitled to participate in any and all plans and programs
maintained by the Company from time to time to provide benefits for its salaried
employees  generally,  including without  limitation any savings and investment,
stock purchase or group medical,  dental, life, accident or disability insurance
plan  or  program,   subject  to  all   eligibility   requirements   of  general
applicability, to the extent that executives are not excluded from participation
therein  under the terms  thereof  or under the terms of any  executive  plan or
program or any approval or adoption thereof.
     (iv) He shall be entitled to all fringe benefits  generally provided by the
Company  at any time to its  full-time  salaried  employees,  including  without
limitation paid vacation,  holidays and sick leave but excluding  severance pay,
in accordance with generally  applicable  Company  policies with respect to such
benefits.
     (v) He shall be entitled to all rights and benefits under the  Split-Dollar
Life Insurance  Agreement  between the Company and the Executive in effect as of
the  Effective  Date of this  Agreement  in  accordance  with the  terms of such
Split-Dollar Life Insurance Agreement.
     b.   Notwithstanding   any  contrary  provision  of  this  Agreement,   any
compensation  or  benefits  which  are  vested  in the  Executive  or which  the
Executive  is  otherwise  entitled  to receive  under any plan or program of the
Company or any  agreement  between the Company and the Executive  before,  at or
subsequent to the Executive's  termination of employment  shall be furnished and
paid in  accordance  with the terms and  provisions  of such  plan,  program  or
agreement.
     c. All compensation payable under this Section 4 shall be subject to normal
payroll deductions for withholding  income taxes,  social security taxes and the
like.
     5.  Severance  Benefits.  a.  If,  on or  after a Change  of  Control,  the
Executive's  employment  with the Company is  terminated  during the  Employment
Period by the  Company  and/or any  successor  for any reason  other than death,
Total  Disability  or Cause,  or by the  Executive  within  twelve (12) calendar
months of a  Constructive  Discharge,  Severance  Benefits  shall be provided as
follows:
     (i) The Company shall pay the Executive,  in one cash lump sum within sixty
(60) days following the date of  termination  of employment as determined  under
Section 6 of this Agreement, an amount equal to 2.99 times the Executive's "base
amount," as defined in  Section 280G(b)(3) of the Internal Revenue Code of 1986,
as amended (the "Code").
     (ii) Core coverage for the Executive  under the  Company's  group  medical,
life, accident and disability plans or programs shall continue for the Severance
Period on the same terms and conditions,  as if the  Executive's  employment had
not terminated. In the event that the Executive's participation in any such plan
or program is barred,  the Company  shall  arrange at its expense to provide him
during the Severance  Period with core benefits  substantially  similar to those
which he would otherwise be entitled to receive under such plans and programs.
     (iii)  The  Severance  Period  shall  count  as  service  for all  purposes
(including  benefit  accrual  and  eligibility)  under any  benefit  plan of the
Company  applicable  to the  Executive  immediately  prior  to  the  Executive's
termination  of  employment,  for which  service  with the Company is taken into
account,  including without limitation any pension or supplemental pension plan,
and all benefits  under such plans that are subject to vesting  shall vest as of
the date of such termination of employment.
     (iv)  The  Company  shall  pay a fee to an  independent  outplacement  firm
selected by the  Executive for  outplacement  services in an amount equal to the
actual fee for such services up to a total of $10,000.
     b. Notwithstanding the provisions of Section 5.a hereof, if, in the opinion
of tax counsel selected by the Company's independent auditors,
     (i) the  Severance  Benefits set forth in said Section 5.a and any payments
or benefits  otherwise  payable to the  Executive  would  constitute  "parachute
payments"  within the meaning of Section  280G(b)(2) of the Code (said Severance
Benefits and other payments or benefits being hereinafter  collectively referred
to as "Total Payments"), and
     (ii) the aggregate  present value of the Total  Payments  would exceed 2.99
times the Executive's base amount, as defined in Section 280G(b)(3) of the Code,
then, such portion of the Severance Benefits described in Section 5.a hereof as,
in the opinion of said tax counsel,  constitute  "parachute  payments"  shall be
reduced as directed by tax counsel so that the  aggregate  present  value of the
Total  Payments  is equal to 2.99 times the  Executive's  base  amount.  The tax
counsel  selected  pursuant to this Section 5.b may consult with tax counsel for
the Executive,  but shall have complete,  sole and final discretion to determine
which  Severance  Benefits  shall be reduced  and the  amounts  of the  required
reductions.  For purposes of this Section 5.b, the  Executive's  base amount and
the value of the Total Payments shall be determined by the Company's independent
auditors in accordance with the principles of Section 280G of the Code and based
upon the advice of tax counsel selected thereby.
     c. If no Change of Control has occurred and the Executive's employment with
the Company is terminated  during the  Employment  Period by the Company for any
reason other than death,  Total  Disability or Cause, or by the Executive within
six (6) calendar months of a Constructive  Discharge,  the Company shall pay the
Executive,  in twelve (12) equal monthly cash  installments  beginning not later
than  sixty  (60)  days  following  the date of  termination  of  employment  as
determined  under Section 6 of this Agreement,  Severance  Benefits equal to one
(1) times the Executive's  annual base salary in effect on the date  immediately
preceding  the date of  termination,  or  preceding  the date of a  Constructive
Discharge  attributable  to a base salary  reduction  if  applicable;  provided,
however,  that  each of the  last six (6)  monthly  cash  installments  shall be
reduced by an amount  equal to any base salary or other base pay or  commissions
earned  through  other  employment  or any fees earned as a  consultant  for the
particular  month,  such that an installment shall not be paid or payable by the
Company for any month for which such other base salary, base pay, commissions or
fees equal or exceed the amount of the installment.
     6.  Date of  Termination.  For  purposes  of this  Agreement,  the  date of
termination of the Executive's  employment  shall be the date notice is given to
the  Executive  by the  Company  and/or  any  successor  or,  in the  case  of a
Constructive  Discharge,  the date set  forth in a written  notice  given to the
Company by the Executive,  provided that the Executive  gives such notice within
twelve  (12)  calendar  months of the  Constructive  Discharge  in the case of a
Change of  Control,  and  within  six (6)  calendar  months of the  Constructive
Discharge in other  cases,  and  specifies  therein the event  constituting  the
Constructive Discharge.
     7.  Taxes.  a. In the event that any portion of the  Severance  Benefits is
subject to tax under  Section  4999 of the  Internal  Revenue  Code of 1986,  as
amended,  or any successor  provision  thereto (the "Excise  Tax"),  the Company
shall pay to the Executive an additional  amount (the "Gross-Up  Amount") which,
after  payment of all federal  and State  income  taxes  thereon  (assuming  the
Executive is at the highest  marginal  federal and  applicable  State income tax
rate in effect on the date of payment of the Gross-Up Amount) and payment of any
Excise Tax on the  Gross-Up  Amount,  is equal to the Excise Tax  payable by the
Executive on such portion of the Severance Benefits. Any Gross-Up Amount payable
hereunder  shall  be paid by the  Company  coincident  with the  payment  of the
Severance Benefits described in Section 5.a(i) of this Agreement.
     b. All  amounts  payable to the  Executive  under this  Agreement  shall be
subject to applicable withholding of income, wage and other taxes.
     8. Non-Competition,  Confidentiality and Cooperation.  The Executive agrees
that:
     (i) during the Employment Period and for one (1) year after the termination
of the  Executive's  employment  with the  Company  for any reason  other than a
Change  of  Control,  the  Executive  shall not  serve as a  director,  officer,
employee, partner or consultant or in any other capacity in any business that is
involved in the  generation,  transmission  or  distribution  of electric energy
within the New England states,  or solicit  Company  employees for employment or
other  participation in any such business,  or take any other action intended to
advance the interests of such business;
     (ii) during and after the Executive's employment with the Company, he shall
not  divulge  or  appropriate  to his own use or the use of others  any  secret,
proprietary or confidential  information or knowledge pertaining to the business
of the Company,  or any of its  Affiliates,  obtained during his employment with
the Company; and
     (iii)  during  the  Employment  Period,  he  shall  support  the  Company's
interests  and  efforts in all  regulatory,  administrative,  judicial  or other
proceedings  affecting the Company and, after the  termination of his employment
with the  Company,  he shall  use best  efforts  to comply  with all  reasonable
requests of the Company  that he cooperate  with the Company,  whether by giving
testimony  or  otherwise,  in  regulatory,  administrative,  judicial  or  other
proceedings  affecting the Company except any proceeding in which he may be in a
position  adverse to that of the Company.  After the  termination of employment,
the Company shall  reimburse the Executive for his  reasonable  expenses and his
time, at a reasonable  rate to be determined,  for the  Executive's  cooperation
with the Company in any such proceeding.

The  provisions of this Section 8 shall survive the expiration or termination of
this  Agreement.  The  Executive  agrees that the  Company  shall be entitled to
injunctive   relief  to  prevent  any  breach  or  threatened  breach  of  these
provisions.  In the event of a failure to comply with part (i), (ii) or (iii) of
this  Section 8, the  Executive  agrees that the  Company  shall have no further
obligation to pay the Executive any Severance Benefits under Section 5.c of this
Agreement. In the event of a failure to comply with part (i) or (ii) hereof, the
Executive  agrees  that he shall  repay to the  Company  any  such  Section  5.c
Severance  Benefits  paid to him. The Company shall have the right to offset any
amounts payable to the Executive  under this Agreement or otherwise  against any
Severance Benefits which he is obligated to repay to the Company.
     9. No  Mitigation.  The  Executive  shall not be required  to mitigate  the
amount  of  any  payment  provided  for  in  this  Agreement  by  seeking  other
employment.
     10.  Assignment.  This  Agreement  and the  rights and  obligations  of the
Company  hereunder  shall inure to the benefit of and shall be binding  upon the
successors  and  assigns  of  the  Company,  including  without  limitation  any
corporation or other entity acquiring all or  substantially  all of the business
or  assets  of the  Company  whether  by  operation  of law or  otherwise.  This
Agreement and the rights of the Executive  hereunder  shall not be assignable by
the Executive, and any assignment by the Executive shall be null and void.
     11. Arbitration.  Any dispute or controversy arising under or in connection
with this  Agreement  shall be settled  exclusively  by  arbitration in Augusta,
Maine, in accordance with the rules of the American Arbitration Association then
in effect.  The pendency of any such dispute or controversy shall not affect any
rights or  obligations  under  this  Agreement.  Judgment  may be entered on the
arbitrator's award in any court having
jurisdiction.
     12. Waiver; Amendment. The failure of either party to enforce, or any delay
in enforcing, any rights under this Agreement shall not be deemed to be a waiver
of such rights,  unless such waiver is an express  written waiver which has been
signed by the waiving party.  Waiver of any one breach shall not be deemed to be
a waiver of any other  breach of the same or any other  provision  hereof.  This
Agreement  can be  amended  only by a written  instrument  signed by each  party
hereto and no course of dealing  or  practice  or failure to enforce or delay in
enforcing  any rights  hereunder may be claimed to have effected an amendment of
this Agreement.
     13.  Notices.  Any notice  required  or  permitted  to be given  under this
Agreement shall be sufficient if in writing and sent by first-class,  registered
or certified  mail or  hand-delivered  to the  Executive  at the last  residence
address he has  provided to the Company or, in the case of the  Company,  at its
principal executive offices to the attention of the Corporate Secretary.
     14.  Miscellaneous.  This  Agreement  shall be  construed  and  enforced in
accordance with the laws of the State of Maine. In the event that any provisions
of this Agreement shall be held to be invalid, the other provisions hereof shall
remain in full force and effect.
     15.  Entire  Agreement.  The terms of this  Agreement  are  intended by the
parties  to be the final  expression  of their  agreement  with  respect  to the
employment  of the  Executive  by the  Company  and may not be  contradicted  by
evidence of any prior or contemporaneous oral or written agreement.
     IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Agreement
effective as of the date first written above.

WITNESS:



                                              Arthur W. Adelberg



                                          CENTRAL MAINE POWER COMPANY



                                    By:
                                        David M. Jagger
                                        Chairman of the Board of Directors

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