Exhibit 10-102.1



                                 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
DAVID E. MARSH of Augusta, Maine (the "Executive").

         WHEREAS,  Central Maine Power Company and the Executive entered into an
Employment Agreement dated January 1, 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.  Acknowledging the fact that the SERP will
         be terminated in 1999, the Company agrees to provide the Executive with
         a 100% vested right to a special  retirement  benefit payable as of the
         first day of the month  after he attains age 55 equal to the greater of
         (a) fifty  percent (50%) of his highest  three (3)  consecutive  years'
         average annual base salary from the Company,  minus any amounts payable
         under the Basic  Plan,  or (b) the annual  retirement  benefit he would
         have  been  entitled  to  receive  under  the  Supplemental   Executive
         Retirement  Plan (the "SERP") as it existed on March 17, 1999, with the
         application of the terms of this  Employment  Agreement as of March 17,
         1999,  which the  parties  agree is equal to 42.25% of the  Executive's
         Final Average  Earnings,  reduced by other benefits in accordance  with
         the terms of the SERP.  The parties  further agree that for purposes of
         calculating the Executive's  Final Average Earnings under the SERP: (i)
         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 (ii) 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). The special retirement benefit shall be calculated as a single
         life  annuity  payable over the  lifetime of the  Executive  (except as
         provided below),  and the reduction of the Basic Plan benefit specified
         above shall be made by denominating  each such benefit as a single life
         annuity commencing on the same date."

         (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 sentences 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 is 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,  and  disclosure of this
         requirement  to  the  Executor  or  Personal   Representative   of  the
         Executive's  Estate (if the  Executive is then  deceased),  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                  David E. Marsh