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                             BAYCORP HOLDINGS, LTD.

                        RETENTION AND INCENTIVE AGREEMENT

     This Agreement is made by and between BayCorp Holdings, Ltd., a Delaware
corporation with an address 15 Rye Street, Suite 100, Portsmouth, NH 03801-6805
(the "Company") and Frank W. Getman Jr., an individual with an address of 410
Richards Avenue, Portsmouth, NH 03801 (the "Employee" and together with the
Company, the "Parties") this 3rd day of December, 2001.

     WHEREAS, the Employee is an employee of the Company;

     WHEREAS, the Board of Directors of the Company adopted a Key Employee
Retention and Incentive Plan on October 22, 2001 (the "Plan") to provide
compensation incentives to key employees and the Board of Directors of the
Company; and

     WHEREAS, the Company and the Employee desire that in exchange for the
Employee's services to the Company in the course of his employment, the Company
grant to the Employee incentive and retention compensation as set forth in the
Plan.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties intending to be legally
bound, hereby agree as follows:

     1.  SHARED SAVINGS/INCENTIVE PLAN. In the event that (a) the entire right,
title and interest of Great Bay Power Corporation ("Great Bay") and Little Bay
Power Corporation ("Little Bay") in Seabrook is sold to a third party or third
parties or (b) the Company's entire right, title and interest in Great Bay and
Little Bay is sold to a third party or third parties (the "Seabrook Sale"), and
the Employee continues to be an employee of the Company through the Seabrook
Sale, the Company will pay to the Employee the following amounts:

          a. In the event that the Company's liability for any and all * * *
that results from the Seabrook Sale * * * does not exceed * * *, bonus
compensation in the amount of ten percent (10%) of the difference between the
Company's actual * * * and * * *; and

          b. In the event that the Company's * * * liability is successfully
negotiated, in or in anticipation of the Seabrook Sale, to an amount that is
less than * * *, bonus compensation in the amount of ten percent (10%) of the
difference between the Company's actual * * * liability and * * * using a 12%
discount rate in valuing any future payment obligations; and

          c. In the event that * * * liability borne by the Company and related
to the Seabrook Sale is successfully negotiated to an amount that is less than *
* *, bonus compensation in the amount of ten percent (10%) of the difference
between the Company's actual * * * and * * *; and

+ Material has been omitted pursuant to a request for confidential treatment.
Omitted material has been filed separately with the Commission.

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          d. In the event that the Company receives consideration for the sale,
transfer, assignment or cancellation of the approximately * * * in excess of * *
*, bonus compensation in the amount of two percent (2%) of the difference
between such consideration received and * * *.

     2.  AMENDMENT. This Agreement may be amended only by and instrument in
writing signed by the Company and the Employee.


     3.  GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New Hampshire.

     4.  SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by the
Employee without the prior written consent of the Company. To the extent
assignable, this Agreement shall be binding upon, and inure to the benefit of
the Company and the Employee, and their heirs, successors and assigns.

     5.  NOTICES. All notices under this Agreement shall be mailed or delivered
by hand to the Parties at their respective addresses as set forth above, or at
such other address as may be set forth in writing by either of the Parties to
the other.

     6.  SEVERABILITY. Should any provision of this Agreement be declared
invalid, void or unenforceable, all remaining parts, terms and provisions of
this Agreement shall remain in full force and effect and shall in no way be
invalidated, impaired or affected.

     7.  ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the
parties. This Agreement supercedes any and all prior agreements and
understandings between the parties with respect to their subject matter, except
for any prior agreements between the parties or plans providing for employment,
bonus, severance or incentive compensation.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


+ Material has been omitted pursuant to a request for confidential treatment.
Omitted material has been filed separately with the Commission.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


                                               BAYCORP HOLDINGS, LTD.



                                               By /s/ Larry Robbins
                                                 -------------------------------
                                                 Larry Robbins, Chairman
                                                 Compensation Committee


                                               EMPLOYEE:


                                               /s/ Frank W. Getman Jr.
                                               ---------------------------------
                                               Frank W. Getman Jr.




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