Exhibit 10-97

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT is made this twenty-ninth (29th) day of December,
1995, 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 David T. Flanagan (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
29, 1995  (hereinafter  referred to as the "Effective Date") and shall expire on
December  31,  1998;  provided,  however,  that on December 31, 1998 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  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;
     (iii) a material adverse change in the Executive's title or position; or
     (iv) 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 President and Chief Executive Officer,  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  shall be  responsible  for the overall  active
management of the Company and his primary job  responsibilities  shall  include,
but not be limited to, authority over the following functions:

     the  development,  implementation  and  ongoing  management  of  short  and
long-range  corporate  planning and strategy  with  guidance from the Board with
respect to long-range or major corporate strategies, policies, and objectives;

     the  development  and  promotion  of an  organization  capable of competing
effectively in selected markets; and

     the   development   and   oversight  of  broad   marketing,   public  issue
communication and advertising  programs to reposition the Company's products and
services as business needs require and to enhance the corporate image.

The  departments  and officers  reporting  directly to the Executive shall be as
follows:  Vice  President,   Law  and  Power  Supply;  Vice  President,   Retail
Operations; Vice President,  Corporate Services,  Treasurer, and Chief Financial
Officer;  Vice President,  Marketing;  Vice President,  Generation and Technical
Support; Human Resources; and Public and Employee Communications.
     
     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 $240,000.  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.
     (vi) He shall be  entitled to  individual  long-term  disability  insurance
coverage,  at the Company's  expense,  under a non-cancellable  policy providing
incremental coverage from the maximum level available under any group disability
insurance  plan or program  maintained  by the  Company for  salaried  employees
generally  up to  seventy  percent  (70%) of his  monthly  earnings,  subject to
medical underwriting.
     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.
     d. In addition to the pension  benefits to which the  Executive is entitled
under the Company's  Retirement Income Plan for Non-Union Employees (the "Plan")
and  the  Supplemental  Executive  Retirement  Plan  adopted  by  the  Board  on
December 16,  1992 and made  effective as of January 1, 1993 (the  "SERP"),  the
Executive shall be entitled to receive,  over his lifetime, a pension benefit at
an annual rate equal to  sixty-five  percent (65%) of (1) the  Executive's  base
salary earned during the twelve (12) months immediately  preceding the effective
date of  termination  of the  Executive's  employment for any reason and (2) 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  such  termination  of  employment  (the  "Retirement
Benefit"),  payable in equal monthly payments commencing on the later of July 1,
2002 or the first day of the month  immediately  following such termination (the
"Commencement  Date").  Notwithstanding the foregoing provisions  concerning the
period for which base salary and incentive  payments  earned shall be taken into
account in  calculating  the Retirement  Benefit,  in the case of a Constructive
Discharge  attributable to a reduction in the Executive's base salary,  the base
salary used for the purpose of calculating the amount of the Retirement  Benefit
shall be the  Executive's  base  salary  earned  during the twelve  (12)  months
immediately  preceding such base salary reduction and the three (3) year average
of said incentive  payments shall be based on the three (3) years preceding such
salary  reduction.  The Retirement  Benefit shall be payable to the Executive on
the terms  described in this  Section 4.d without  regard to the reason that the
Executive's employment with the Company has terminated and without regard to any
Change of Control.

     (i) The  Retirement  Benefit  shall  not be  diminished  by (a) any  Social
Security benefit payable to the Executive or (b) any early retirement  reduction
factors, such as age or years of service with the Company.
     (ii) The Retirement Benefit shall be reduced by the actuarial equivalent of
any  benefits  accrued as of the  Commencement  Date under the Plan or under the
SERP,  or by the actuarial  equivalent  of any amount  released to the Executive
under any split-dollar life insurance  agreement with the Company.  For purposes
of offsetting as provided in this part (ii),  benefits and other amounts payable
shall be calculated on the basis of a single life annuity in accordance with the
actuarial assumptions in effect under the Plan as of the Commencement Date.
     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 (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  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.  In addition,  the Executive  shall
continue  to be  entitled  to receive  the  Retirement  Benefit,  calculated  in
accordance with the provisions of Section 4.d of this Agreement,  which shall be
payable to the  Executive in equal  monthly  payments  beginning on the later of
July 1, 2002 or the first day of the month immediately  following termination of
the Executive's 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 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. 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, Severance Benefits shall be
provided as follows:
     (i) 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, in the
case of a Constructive  Discharge attributable to a reduction in the Executive's
base  salary,  one (1) times the  Executive's  base salary in effect on the date
immediately preceding such reduction.
     (ii) The Executive  shall continue to be entitled to receive the Retirement
Benefit,  calculated  in accordance  with the  provisions of Section 4.d of this
Agreement,  which shall be payable to the  Executive in equal  monthly  payments
beginning on the later of July 1, 2002 or the first day of the month immediately
following termination of the Executive's employment.
     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.
ThisAgreement  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 as of
the date first written above.

WITNESS:



                                                
                                                 
                                           David T. Flanagan


                                    CENTRAL MAINE POWER COMPANY



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