Exhibit 10-105.1



                                 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
F. MICHAEL McCLAIN, JR. (the "Executive").

         WHEREAS,  Central Maine Power Company and the Executive entered into an
Employment Agreement dated August 26, 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  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.

         (3) 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"."

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

         (5) 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."

         (6) 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."

         (7) 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                   F. Michael McClain, Jr.