Exhibit 10-105


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT is made this 26th day of August, 1998, 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 F. MICHAEL McCLAIN, JR. (hereinafter referred to as the "Executive").
         WHEREAS,  the Company  desires to and has  employed  the  Executive  to
provide  strategic  services to the Company and to receive the  advantage of his
business expertise during a period of transition and adjustment; 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 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. Term. The term of this Agreement  shall begin
on February 23, 1998 (hereinafter referred to as the "Effective Date") and shall
expire on December 31, 2000; provided, however, that on December 31, 2000 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.  Automatic  Extension of Term. 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. Expiration. 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)  Any 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  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  consoli-
               dation 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,  however,  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.

         "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 commen-
               surate  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  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.

     "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  upon the
basis of such evidence,  which may include independent medical reports and data,
as the Board deems appropriate or necessary.

         3. Employment.  a. Position.  The Company hereby agrees to continue its
employment  of the  Executive  in the  capacity  of  Vice  President,  Corporate
Development,  of  the  Company,  and  the  Executive  hereby  agrees  to  accept
employment  from 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.  Performance.  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. Job Duties.  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, overseeing  investments in new subsidiaries and
affiliated businesses;  development and implementation of business plans for new
subsidiaries;  direction  and  oversight of  regulatory  approvals  for such new
subsidiaries;  and participation in operational decisions and strategic planning
for new subsidiaries and business ventures.
         4.  Compensation  and Benefits.  a. During the Employment  Period,  the
Executive shall be compensated as follows:
         (i)      Salary. 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
                  $175,000.00.  His salary shall be payable in  accordance  with
                  Company payroll practices.
         (ii)     Participation  in  Executive  Plans.  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)    Participation in Salaried Employee Plans. 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)     Other  Fringe  Benefits.  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.
         b. Vested  Benefits.  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. Withholding.  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. Change of Control.  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 lump sum cash pay-
                  ment, 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 (a) the Executive's  base salary
                  earned during the twelve (12) months immediately preceding the
                  Change  of  Control  and (b) the  three  (3) year  average  of
                  amounts earned under the Company's  1987  Executive  Incentive
                  Plan or any successor  short-term executive incentive plan for
                  the three (3) years preceding the Change of Control.
         (ii)     Core coverage for the Executive and his dependents 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 the Executive
                  and his  dependents  during  the  Severance  Period  with core
                  benefits   substantially  similar  to  those  which  he  would
                  otherwise  be  entitled  to  receive   under  such  plans  and
                  programs;  provided,  however,  that  the  obligation  of  the
                  Company  to  provide  continuation  of any  insured  long-term
                  disability  benefits shall be limited to the conversion rights
                  available under such disability  insurance  products,  and the
                  Company  hereby  agrees  to pay  the  conversion  premium  due
                  thereon for the Severance Period.

          (iii)To the extent  allowed by law,  but  without  violating  any non-
               discrimination  or other applicable  restrictions,  the Severance
               Period shall count as service for all purposes (including benefit
               accrual   and   eligibility)   under  any   welfare   benefit  or
               non-qualified  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 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.  Parachute  Provision.  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 pay-
               ments  or  benefits  otherwise  payable  to the  Executive  would
               constitute  "parachute  payments"  within the  meaning of Section
               280G(b)(2) of the Internal  Revenue Code of 1986, as amended (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. No Change of Control. If no Change of Control has occurred,  and the
Executive's  employment  with the Company is  terminated  during the  Employment
Period  either  (i) by the  Company  for any  reason  other  than  death,  Total
Disability or Cause, or (ii) 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,  commission  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.  Gross-Up  Amount.  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. Tax  Withholding.  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 termi-
nation 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
a competitor of the Company,  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.

          (iv) The  term  "Company"  as  used in this  Section  8 shall  include
               Central Maine Power Company, any Affiliate of Central Maine Power
               Company (determined as of the date of termination), any successor
               to the  business  or  operations  of Central  Maine Power and any
               business   entity   spun-off,   divested,   or   distributed   to
               shareholders which shall continue the operations of Central Maine
               Power Company.

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 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. Singular  Contract.  This Agreement is a singular agreement between
the Executive and the Company,  and is not part of a general "plan" or "program"
for employees as a group.  This  Agreement  shall,  under no  circumstances,  be
deemed to be an "employee  welfare benefit plan" or an "employee pension benefit
plan"  as  defined  in the  Employee  Retirement  Income  Security  Act of  1974
(hereinafter referred to as "ERISA"). Notwithstanding,  the Company may submit a
letter to the  Department of Labor  indicating the possible  establishment  of a
so-called  unfunded  "top  hat"  plan  for the  benefit  of a  select  group  of
management and highly compensated employees to avoid the costs and uncertainties
which may  occur in the  event of a  Department  of Labor  audit  and  challenge
relative to compliance with any allegedly  applicable  provisions of ERISA.  The
Executive specifically  acknowledges and agrees that the filing of the so-called
"top hat" letter notice by the Company shall not be construed or  interpreted as
an admission on the part of the Company that this Agreement constitutes an ERISA
plan,  and the Company hereby  categorically  states,  and the Executive  hereby
agrees, that this Agreement is an ad hoc individual contract with the Executive.
         14.  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.
         15. Titles and Captions.  The section and paragraph titles and captions
contained  herein  are for  convenience  only and shall not be held to  explain,
modify,  amplify, or aid in the  interpretation,  construction or meaning of the
provisions of this Agreement.
         16.  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.
         17. 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:

-----------------------------               ---------------------------------
                                            F. Michael McClain, Jr.

WITNESS:                                    CENTRAL MAINE POWER COMPANY

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