Exhibit 10-101.1


                                 FIRST AMENDMENT
                                     TO THE
                              EMPLOYMENT AGREEMENT

         This  Amendment  approved by the Board of Directors  and executed as of
the 18th day of March,  1999, by and between CMP GROUP, INC. (the "Company") and
ARTHUR W. ADELBERG (the "Executive").

         WHEREAS,  Central Maine Power Company and the Executive entered into an
Employment Agreement dated January 15, 1998 (the "Employment Agreement"); and

         WHEREAS,  CMP Group,  Inc. is the  successor  employer to Central Maine
Power Company; and

         WHEREAS,  the Company and the Executive  hereby mutually agree to amend
the contract.

         NOW, THEREFORE,  the Employment  Agreement is hereby amended as follows
effective as of the date first above written:

         (1) The term "Company" in the  Employment  Agreement  shall  henceforth
refer to CMP Group, Inc.

         (2) Section  4.a.(v) is hereby  deleted and shall be replaced  with the
following provision:

         "(v) Life Insurance Contract.  The Company has decided to terminate the
         SERP in 1999. In consideration  of the Executive's  agreement to assign
         to the  Company  his  rights  to the  insurance  contract  on his  life
         maintained  under the split dollar  arrangement  connected to the SERP,
         the  Company  agrees to  procure a term  life  insurance  policy on the
         Executive's  life with a face amount  equal to or greater than the face
         amount of the policy  being  assigned  and to pay the  premiums on said
         policy  until  the  later  of the  date the  Executive  terminates  his
         employment with the Company,  or until the end of the Severance Period.
         In the event that the Executive dies while this  replacement  insurance
         policy  is in force  and while the  Company  is  paying  the  premiums,
         payment  of the face  amount  to the  Executive's  beneficiaries  shall
         constitute  a benefit  payable  under the SERP and that amount shall be
         credited to reduce the payment obligations of the Company under Section
         4.a.(vi) below."

         (3)  Section  4.a.(vi)  is hereby  amended  by  deleting  the first two
sentences thereof and replacing them with the following sentences:

         "Special  Retirement  Benefit.  In the  event  that  the  Executive  is
         actively employed by the Company on June 30, 2000, he shall have a 100%
         vested  right to a special  retirement  benefit  described  below.  The
         special retirement benefit shall be calculated as a single life annuity
         payable over the lifetime of the Executive  (except as provided  below)
         and shall be the greater of (a) an amount  equal to two and  six-tenths
         percent (2.6%) for each year of employment with the Company  multiplied
         by the Executive's  highest three (3) consecutive years' average annual
         base salary from the Company,  minus any amounts  (denominated for this
         calculation  as a single  life  annuity  under  each  plan,  program or
         agreement on the  assumption  that the payments  would  commence on the
         same date),  payable to the Executive under the Retirement  Income Plan
         for  Non-Union  Employees  of Central  Maine Power  company (the "Basic
         Plan"),  and any successor  defined  benefit plan to the Basic Plan, or
         (b) the annual  retirement  benefit the  Executive  would have received
         under the  Supplemental  Executive  Retirement  Plan (the "SERP") based
         upon the terms of the SERP as of March  17,  1999;  provided,  however,
         that  the  SERP  calculation  shall  only  be  made  if  the  Executive
         terminates after attaining age 55 or receives  constructive  credit for
         service  through age 55. The parties further agree that for purposes of
         calculating the Executive's  Final Average Earnings under the SERP: (a)
         no more than three (3) annual  incentive bonus payment amounts shall be
         included in the 36 month calculation, notwithstanding the fact that the
         Compensation  and Benefits  Committee may have  accelerated the payment
         due in  February  of 2000  into  December  of  1999,  and (b) the  term
         "Earnings"  shall  include any bonuses paid under the Annual  Incentive
         Plan,  including any mandatory deferrals and the value of any discounts
         on the purchase of Company stock,  but excluding any amounts paid under
         the Long Term  Incentive  Plan  (both  stock  options  and  performance
         shares).  Payments  shall  commence  hereunder  on the first day of the
         calendar month following the later of (a) the Employee's 55th birthday,
         (b) the last day of the  thirty-six  (36)  month  period  for which the
         Executive is receiving  severance pay under Section 5.a.  below, or (c)
         his date of termination of employment with the Company."

         (4)  Section  5.a.(i) is hereby  amended by changing  the phrase  "2.99
times (a)" in line 4 to "(a) 1.99 times" and adding the words "2.99 times" after
the letter (b) in line 6.

         (5) Section 5.b. is hereby amended by adding the following  sentence at
the end of the first sentence thereof:

         "Notwithstanding the foregoing, the reduction provided for herein shall
         be made only if the amount of the  reduction in the payments  specified
         in Section 5.a. is less than the excise tax imposed pursuant to Section
         4999 of the Code on the portion of the Total Payments which  constitute
         "excess parachute payments"."

         (6)   Section 7.a. is hereby deleted in its entirety.

         (7) A new Section 8.b. is hereby added which shall  henceforth  provide
as follows:

         "b. In the event the Executive is entitled to Severance  Benefits under
         Section  5.a.  above,  the  Executive  agrees not to  compete  with the
         Company (as competition defined in Section a.(i) above) for a period of
         one (1) year after his termination of employment,  and in consideration
         for  such  agreement  not to  compete  and as  reasonable  compensation
         therefor,  the  Company  shall  pay the  Executive  one (1)  times  the
         Executive's  then-current  base  salary in twelve  (12)  equal  monthly
         installments payable on the first day of each calendar month commencing
         on the first day of the month following  termination of employment.  In
         the event the  Executive  breaches this  provision  during the one year
         payment  period,  the Company  shall cease making  additional  payments
         hereunder."

         (8) A new Section 18 is hereby added which shall henceforth  provide as
follows:

         "18.  General  Release.  The  obligations  of the  Company  to make any
         post-termination  payments  under this  Agreement  (including,  without
         limitation,  under Sections 4.a.,  5.a.,  5.c. and 8.b.) are contingent
         upon the prior receipt by the Company of a general  release  reasonably
         satisfactory  to the Company  releasing  the  Company,  and all parties
         connected therewith,  from any and all claims and liabilities which the
         Executive may have against the Company,  including  any claims  arising
         out  of or  in  any  way  connected  with  the  Executive's  employment
         relationship  with the Company and its affiliates,  and the termination
         of said  employment  relationship.  In the event that the Executive (or
         the  Executive's  estate,  in the event of the death of the  Executive)
         fails to execute and deliver the general release described above within
         60 days of the date of receipt of the  release,  the  Company  shall be
         relieved of all  obligations to make any  post-termination  payments of
         any kind or nature under this Agreement."

         (9) In all other  respects,  the Employment  Agreement will continue in
full force and effect.

         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Amendment
effective as of the date first above written. CMP GROUP, INC.


By:_________________________________             _____________________________
      Chairman, Board of Directors               Arthur W. Adelberg