Exhibit 10.94.1



                           CENTRAL MAINE POWER COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                As Amended and Restated Effective January 1, 1993

                  As further Amended Effective January 1, 1996



                                    PREAMBLE


     The primary  objective  of the Central  Maine  Power  Company  Supplemental
Executive Retirement Plan is to provide a competitive level of retirement income
in order to attract  and retain  selected  executives.  The plan is  designed to
provide a benefit which,  when added to other retirement income of an executive,
will meet this objective.  Participation  in the plan shall be limited to senior
officers of the Company who are selected by the Board of Directors. This plan is
effective as of January 1, 1993.


                                    ARTICLE I

                                   Definitions

     1.1  "Basic  Plan"  shall mean the  Retirement  Income  Plan for  Non-Union
Employees of Central Maine Power Company, as amended from time to time.

     1.2 "Basic Plan Benefit" shall mean the amount of benefit payable  annually
from the Basic Plan to the Participant in the form of a Single Life Annuity.

     1.3 "Benefit  Service"  shall mean benefit  service as defined in the Basic
Plan.

     1.4 "Board" or "Board of  Directors"  shall mean the Board of  Directors of
Central Maine Power Company.

         1.5  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     1.6 "Committee"  shall mean the Compensation and Benefits  Committee of the
Board of Directors.

         1.7  "Company" shall mean Central Maine Power Company.

     1.8 "Credited  Service" shall mean credited service as defined in the Basic
Plan.

     1.9 "Earnings" shall mean a Participant's  earnings as defined in the Basic
Plan,  but  determined  without  regard to those  provisions  in the Basic  Plan
incorporating  the  limits of  Section  401(a)(17)  of the Code,  and  including
amounts  deferred by the Participant  under any elective  deferred  compensation
plan maintained by the Company and any amounts  received by the Participant from
the Executive Incentive Plan.

         1.10  "Effective Date" shall mean January 1, 1993.

     1.11 "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
1974, as amended.

     1.12 "Final  Average  Earnings"  shall mean the average of a  Participant's
highest  thirty-six  (36)  consecutive  months of Earnings while employed by the
Company.

     1.13 "Participant" shall mean an employee of the Company who is a member of
the select group of  management  employees  identified  in Schedule A,  attached
hereto and made a part hereof, and who is vested under the Basic Plan.

     1.14  "Plan"  shall  mean the  Central  Maine  Power  Company  Supplemental
Executive Retirement Plan as set forth herein and hereafter amended.

     1.15 "Retirement" shall mean the termination of a Participant's  employment
with the Company and the commencement of benefit payments under the Plan.

     1.16 "Retirement Date" shall mean one of the dates specified in Article II.

     1.17 "Single Life Annuity"  shall mean a series of equal monthly  payments,
beginning  on the  Participant's  Retirement  Date and ending  with the  monthly
payment immediately preceding the Participant's death.

     1.18 "Surviving  Spouse" shall mean the surviving spouse of the Participant
but only if the Participant and the surviving spouse had been married throughout
the one-year  period  ending on the date of the  Participant's  death.  A former
spouse will be treated as the Surviving  Spouse with specific  reference to this
Plan only to the extent provided under a qualified  domestic  relations order as
described in Section 206(d)(3) of ERISA and applicable regulations thereunder.


                                   ARTICLE II

                            Eligibility for Benefits

     A Participant  is eligible to retire from the Company and receive a benefit
under the Plan beginning on one of the following dates:

     2.1  "Normal  Retirement  Date,"  which  is the  first  day  of  the  month
coinciding with or next following the date on which the Participant  reaches age
65.

     2.2 "Early Retirement Date," which is the first day of any month,  prior to
the Participant's Normal Retirement Date,  coinciding with or following the date
on which the Participant has both reached age 55 and completed five (5) years of
Credited Service.

     2.3 "Deferred  Retirement Date," which is the first day of the month, after
the Participant's Normal Retirement Date,  coinciding with or next following the
date on which the Participant terminates employment with the Company.

     The  benefit  to which the  Participant  will be  entitled  upon his or her
Retirement Date shall be determined in accordance with Article III.


                                   ARTICLE III

                           Supplemental Plan Benefits

     3.1 Retirement Benefit. On Retirement a Participant shall be entitled to an
annual benefit under this Plan equal to the amount  determined  under subsection
(a) less the amounts determined under subsections (b), (c), and (d):

     (a) 2.6% of the Participant's Final Average Earnings, multiplied by --

     (i) the  Participant's  completed years of Benefit  Service  (excluding any
partial years), not in excess of 25; and

     (ii) except as provided in Section 3.2, if a Participant retires before age
62, the applicable  early  retirement  reduction  factor  specified in the Basic
Plan.

     (b) 100% of the Participant's Basic Plan Benefit,  determined in accordance
with all applicable provisions of the Basic Plan.

     (c) 100% of the amount  payable  annually as a Single Life  Annuity that is
the actuarial equivalent of the Participant's retirement benefit under any other
nonqualified  retirement  plan of (or  employment  agreement  with) the Company,
determined  in accordance  with all  applicable  provisions of the  nonqualified
retirement plan or employment agreement, as the case may be.

     (d) 100% of the amount  payable  annually as a Single Life  Annuity that is
the actuarial  equivalent of any amount  released to the  Participant  under any
split-dollar life insurance agreement with the Company.

     For purposes of this Section,  actuarial equivalence shall be determined in
accordance with the actuarial assumptions specified in the Basic Plan.

     3.2 Disability  Retirement  Benefit. If a Participant retires before age 62
with a disability  benefit  payable from the Basic Plan,  the amount  determined
under  subsection (a) of Section 3.1 shall not be reduced by the  application of
any early retirement reduction factor.

     3.3 Pre-Retirement  Death Benefit.  If a Participant dies prior to the date
his or her Retirement  benefits  commence under this Plan, a death benefit shall
be payable to his or her  Surviving  Spouse in an amount equal to fifty  percent
(50%) of the amount the Participant would have received under the Plan had he or
she been eligible to and elected early retirement the day before the date of his
or her  death  with a  benefit  payable  in the form of a  qualified  joint  and
survivor annuity, as described in the Basic Plan.

     3.4 Post-Retirement Death Benefit. If the Participant dies after his or her
Retirement  benefits  commence  under this Plan a death benefit shall be payable
only to the  extent  that such  benefit  is  provided  under the form of benefit
payment in effect under Section 3.5.

     3.5 Payment of Benefits.  The benefits payable under the Plan shall be paid
at such time and in such form as the benefits  payable under the Basic Plan that
the benefits payable hereunder are intended to supplement,  unless the Committee
shall  otherwise  determine.  No  benefit  shall  be  paid  hereunder  until  an
application  shall  be  made to the  Committee  in  writing.  In  addition,  the
Committee  may require an  applicant  for a benefit  hereunder  to furnish  such
information  as it may reasonably  request,  and may delay the  commencement  of
benefits, if necessary, until such information is made available.


                                   ARTICLE IV

                                 Administration

     4.1 The  complete  authority  to  control  and  manage  the  operation  and
administration of the Plan shall be placed in the Committee. The Committee shall
have  sole  discretion  to  construe  the Plan and to  determine  all  questions
relating to eligibility for and entitlement to benefits.  Further, the Committee
shall  have the  sole  discretion  to  determine  the  time and form of  benefit
payments under the Plan.

     4.2 Subject to the provisions of this Plan, the Committee from time to time
may establish rules for the  administration  and interpretation of the Plan. The
determination of the Committee as to any disputed questions shall be conclusive.
All actions, decisions and interpretations of the Committee in administering the
Plan shall be performed in a uniform and nondiscriminatory manner.

     4.3 If an application  for a benefit  ("claim") is denied by the Committee,
the  Committee  shall give written  notice of such denial to the  applicant,  by
certified or registered mail,  within 60 days after the claim was filed with the
Committee;  provided,  however,  that such 60-day  period may be extended to 120
days by the Committee if it determines  that special  circumstances  exist which
require an extension of the time required for processing the claim.  Such denial
shall set forth:

                (a) the specific reason or reasons for the denial;

                (b) the specific Plan provisions on which the denial is based;

                (c) any additional  material or information  necessary for the
applicant to perfect the claim and an  explanation  of why such  material or
information  is necessary; and

                (d) an explanation of the Plan's claim review procedure.

Following  receipt of such denial,  the applicant or his or her duly  authorized
representative may:

                (a)  request a review of the  denial  by filing a written
application  for review with the Committee  within 60 days after receipt by the
applicant of such denial;

                (b) review  documents  pertinent to the claim at such
reasonable  time and location as shall be mutually agreeable to the applicant
and the Committee; and

                (c) submit issues and comments in writing to the Committee
relating to its review of the claim.

     The Committee  shall,  after  consideration  of the application for review,
render a decision and shall give written  notice  thereof to the  applicant,  by
certified or registered  mail,  within 60 days after receipt by the Committee of
the application for review;  provided,  however,  that such 60-day period may be
extended  to  120  days  by  the  Committee  if  it   determines   that  special
circumstances  exist  which  require  an  extension  of the  time  required  for
processing  the  application  for review.  Such notice  shall  include  specific
reasons  for  the  decision  and  specific  references  to  the  pertinent  Plan
provisions on which the decision is based.

     4.4 Any act that the Plan authorizes or requires the Committee to do may be
done by a majority of its members.  The action of such majority,  expressed from
time to time by a vote at a  meeting  or in  writing  without a  meeting,  shall
constitute  the action of the  Committee  and shall have the same effect for all
purposes  as if  assented  to by all  members  of the  Committee  at the time in
office.

     4.5 The members of the  Committee may authorize one or more of their number
to execute or deliver any instrument,  make any payment or perform any other act
which the Plan authorizes or requires the Committee to do.

     4.6 The  Committee  may  employ  counsel  and other  agents,  may  delegate
ministerial duties to such agents or to employees of the Company and may procure
such clerical,  accounting,  actuarial,  consulting and other services as it may
require in carrying out the provisions of the Plan.

     4.7 The  Company  shall  indemnify  and save  harmless  each  member of the
Committee against all expenses and liabilities arising out of his or her acts or
omissions  with respect to the Plan,  provided  such member would be entitled to
indemnification pursuant to the By-Laws of the Company.


                                    ARTICLE V

                                  Miscellaneous

     5.1 The Board may at any time, in its sole discretion,  terminate this Plan
or amend the Plan in whole or in part. No such  termination  or amendment  shall
have the effect of retroactively  reducing any benefit, based on a Participant's
Benefit  Service,  Credited  Service,  and  Earnings  as of  the  date  of  such
termination  or amendment,  or restricting  any right of a Participant,  retired
Participant,  Surviving  Spouse,  or other person or estate entitled to benefits
hereunder.

     5.2 Nothing  contained herein will confer upon any Participant the right to
be  retained  in the  service of the  Company or any other  right not  expressly
provided for herein, nor will the existence of this Plan impair the right of the
Company to discharge or otherwise deal with a Participant.

     5.3 This Plan is  unfunded  for  purposes  of the Code and ERISA and is not
intended  to meet the  requirements  of  Section  401(a) of the Code.  This Plan
constitutes  a mere  promise by the  Company  to make  benefit  payments  in the
future,  and the  Participant  hereunder  shall  have no greater  rights  than a
general, unsecured creditor of the Company.

     5.4 To the maximum  extent  permitted  by law,  no benefit  under this Plan
shall be  assignable  or subject in any manner to  alienation,  sale,  transfer,
claims of creditors, pledge, attachment or encumbrances of any kind.

     5.5 Each  Participant  shall  receive a copy of this Plan and the Committee
will make  available for  inspection by the  Participant a copy of any rules and
regulations adopted by the Committee in administering the Plan.

     5.6 This Plan is established  under and will be construed  according to the
laws of the State of Maine,  except to the extent such laws may be  preempted by
ERISA.

     IN WITNESS WHEREOF, Central Maine Power Company has caused this document to
be  executed  by its duly  authorized  officer on this  ________________  day of
January, 1996.

                                       CENTRAL MAINE POWER COMPANY


                                       By:  ___________________________________
                                              Chairman of the Board



                                      
                                   SCHEDULE A
                     (As Amended Effective January 1, 1996)


Arthur W. Adelberg
Vice President,
Law and Power Supply

Richard A. Crabtree
Vice President,
Retail Operations

Matthew Hunter
President and Chief Executive Officer (retired)

David T. Flanagan
President and Chief Executive Officer

Donald F. Kelly
Senior Vice President,
Production, Engineering and Power Supply (retired)

David E. Marsh
Vice President, Corporate Services, Treasurer,
and Chief Financial Officer

Gerald C. Poulin
Vice President,
Generation and Technical Support
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