**Exhibit10(ah)**

**Maine & MaritimesCorporation**

**EMPLOYEE RETENTIONAGREEMENT**

THIS EMPLOYEE RETENTIONAGREEMENT dated as of                ,         (this “Agreement”) isentered into between Maine & Maritimes Corporation, a Maine corporation(the “Company”), and **[insert name of executive]**(the “Executive”) (the Company and Executive are sometimes referred to as “Party”or collectively “Parties”).

**RECITALS**

WHEREAS, the Executive,has been employed by the Company in a management capacity for approximately    years and is now its **[title]**; and

WHEREAS, the Board ofDirectors of the Company has determined this Agreement to be in the bestinterests of the stockholders of the Company, in order to encourage theattention and dedication of the Executive to his assigned duties with theCompany without distraction in connection with potentially disruptivecircumstances arising from the possibility of a Change in Control (as definedherein) or certain other events specified in this Agreement;

NOW, THEREFORE, inconsideration of the mutual promises and covenants contained herein and forother good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged by the Parties, the Company and the Executive agree asfollows:

Section 1.**               Certain Definitions**

As used herein, the following terms have the indicatedmeanings:

(1)           “*Cause”* fortermination by the Company of the Executive’s employment shall mean (i) thewillful and continued failure by the Executive to substantially perform hisduties with the Company after a written notice is delivered to the Executive bythe Company, which notice specifically identifies the manner in which theCompany believes that the Executive has not substantially performed theExecutive’s duties; or (ii) the willful engaging by the Executive in grossmisconduct that is injurious to the Company, monetarily or otherwise(including, without limitation, the Executive’s conviction, by a court ofcompetent jurisdiction, of a crime adversely reflecting on the Executive’shonesty, trustworthiness or fitness to carry out the responsibilities of hisposition with the Company).  An act, orfailure to act, on the Executive’s part shall be deemed “willful” where suchact is done, or not done, by the Executive: (i) in the absence of good faith;or (ii) without a reasonable belief that the Executive’s act, or failure toact, was in the best interest of the Company.

(2)           For the purpose of this definition (*“Change inControl”*) only, the term “Company,” first defined above, shall alsobe defined to include Maine Public Service Company in addition to its parent,Maine & Maritime Corporation.  A “*Change in Control”* shall be deemed to haveoccurred if the conditions set forth in any one of the following paragraphsshall have been satisfied:

(a)           any “person” (as such term is used in Sections 13(d) and14(d) of the Securities Exchange Act of 1934, as amended) (other than theCompany, any trustee or other fiduciary holding securities under any employeebenefit plan of the Company, or any corporation owned directly or indirectly bythe stockholders of the Company in substantially the same proportion as their

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ownershipof stock of the Company) is or becomes the “beneficial owner” (as defined inRule 13d-3 under the Securities Exchange Act of 1934, as amended),directly or indirectly, of securities of the Company representing fifty percentor more of the combined voting power of the Company’s then-outstanding votingsecurities;

(b)           a change in the composition of the Board of Directors ofthe Company, as a result of which fewer than a majority of the directors arepersons who either (A) are directors of the Company as of the date hereofor (B) were elected after nomination by a majority of the directors of theCompany on the date hereof and directors so elected previously;

(c)           any merger or consolidation of the Company, approved bythe stockholders of the Company, with any other corporation; *other than:*

                     (A)          any such merger or consolidation that would result in thevoting securities of the Company outstanding immediately prior to the merger orconsolidation, continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving or parent entity) morethan fifty percent of the combined voting power of the voting securities(entitled to vote generally for the election of directors) of the Company orsuch surviving or parent entity outstanding immediately after such merger orconsolidation, or subsequently at any time as contemplated by or as a resultof, such merger or consolidation; or

                     (B)           any such merger or consolidation where such merger orconsolidation is effected to implement a recapitalization or reincorporation ofthe Company (or similar transaction) in which no “person” (as such term is usedin Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)acquires fifty percent or more of the combined voting power of the Company’sthen-outstanding voting securities;

(d)           any merger or consolidation of theCompany in which the Company is not the continuing or surviving corporation orpursuant to which shares of the Company’s stock, would be converted into cash,securities or other property; *other than*amerger or consolidation of the Company in which the stockholders of the Companyimmediately prior to the merger or consolidation have substantially the sameproportionate ownership and voting control of the surviving corporation orparent entity immediately after the merger or consolidation;

(e)           except as described in paragraph    ,below, the Company ceases to be a reporting company pursuant to Section 13 (a)of the Securities Exchange Act of 1934 as amended, or any similar successorprovision;

(f)            the number of the Company’s OutsideDirectors, as defined below, is decreased by more than fifty percent in anytwenty-five month period or the number of the Company’s directors increased insuch a manner that the Outside Directors constitute less than a majority of theBoard;

(g)           the stockholders of the Companyapprove a plan of complete liquidation of the Company or an agreement for thesale, lease, exchange, liquidation, disposition or other transfer (in onetransaction or a series of transactions) by the Company of all or substantiallyall of the Company’s assets (or any transaction having a similar effect).

(h)           further, a “*Change inControl*” shall *not* be deemedto occur if the conditions set forth in any one of the following sub-paragraphsshall have been satisfied:

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(A)a merger, consolidation or reorganization of the Company if, upon consummationof such transaction all of the outstanding voting stock of the Company isowned, directly or indirectly, by a holding company, and the holders of theCompany’s common stock immediately prior to the transaction have substantiallythe same proportionate ownership and voting control of the holding company.

(3)           “*Good Reason”*for termination by the Executive of the Executive’s employment shall mean theoccurrence of any one of the following acts unless such act is corrected priorto the Termination Date specified in the Termination Notice given in respectthereof or, in the case of paragraph (d) below, such act is not objected to inwriting by the Executive within four months after notification by the Companyto the Executive of the Company’s intention to take the action contemplated bysuch paragraph (d):

(a)           theassignment of duties to the Executive which:

(i)                                     arematerially different from his duties immediately prior to the Change inControl, or

(ii)                                  resultin his having significantly less authority or responsibility than he had priorto the Change in Control;

(b)           theExecutive’s removal from, or any failure to re-elect him to, any position heheld immediately prior to the Change in Control;

(c)           areduction of the Executive’s annual base salary in effect on the date of theChange in Control or as the same may be increased from time to time thereafter;

(d)           theCompany’s transferring or assigning the Executive to a place of employment morethan one hundred miles from Presque Isle, Maine, except where: (1) such transferor assignment is to a subsidiary or affiliate entity location, consistent withthe Executive’s duties; and (2) in connection with required business travel toan extent substantially consistent with the Executive’s business travelobligations immediately prior to the Change in Control;

(e)           theCompany’s failure to provide the Executive with substantially the same health,life and other employee benefit plans, programs and arrangements (specificallyincluding the Company’s compensation and incentive plans, as the same may beamended in the future), and substantially the same perquisites of employment,as provided to him immediately prior to the Change in Control or as the samemay be increased thereafter;

(f)            theCompany’s failure to provide the Executive with substantially the same supportstaff as provided to him immediately prior to the Change in Control; or

(g)           theCompany’s failure to increase the Executive’s salary, employee benefits orperquisites of employment in a manner or amount commensurate with increasesprovided to the Company’s other executive officers.

(4)           *“Outside Directors”*an*“Outside Director”* as of a given date,shall mean a member of the Company’s board of directors who has been a director of the Company throughout the sixmonth period prior to such date and who has not been an employee of the Companyat any time during such six month period.

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(5)           “*TerminationDate”* shall have the meaning stated in Section 2(2).

(6)           “*TerminationNotice”* shall have the meaning stated in Section 2(1).

Section 2.**               Termination Procedures**

(1)*           Termination Notice.*   Any purported termination of the Executive’semployment (other than by reason of death or at will termination) shall becommunicated by a written notice of the terminating party (a “TerminationNotice”) in accordance with Section 6(2).

(2)*           Termination Date.*  “Termination Date” shall mean the date as ofwhich the Executive’s employment is to terminate as specified in theTermination Notice, which, in the case of a termination by the Companyotherwise than for Cause, may be the same date of the Termination Notice and,in the case of a termination by the Executive, shall not be less than fourteendays nor more than sixty days, respectively, from the date the TerminationNotice is given, unless otherwise agreed to by the parties.

Section 3.**               Benefits Upon CertainTerminations**

(1)*           General. *If a Change of Control occurs and,within one year following the occurrence of such Change of Control (i) theCompany terminates the Executive’s employment for any reason other than forCause, or (ii) the Executive terminates his employment for Good Reason, then inlieu of any further salary payments to the Executive for periods subsequent tothe Termination Date, the Company shall provide the Executive with thefollowing:

(a)           Within thirty business days after the Termination Date, alump sum cash payment equal to the sum of: (i) one hundred percent (X00%) ofthe Executive’s annual base salary in effect upon the Change in Control or thedate of the Termination Notice, whichever is higher, and (ii)     hundredpercent (X00%) of the bonus award the Executive would have received for theyear in which such termination occurs pursuant to the Company’s IncentiveCompensation Plan, assuming that his employment had not terminated and that forsuch year all applicable performance goals will be met.  In the event any portion of this awarddepends on goals that cannot be determined until the close of the plan year,then payment of that amount shall be made within thirty days after the goal hasbeen determined.

(b)           The continuation of the Executive’sparticipation and the participation of his dependants (to the extent they wereparticipating on the date of the Termination Notice) in the Company’s health,life, disability and other employee benefit plans, programs and arrangements(excluding the Pension Plan and the Non-Union Retirement Savings Plan) for aperiod of twenty-four (24) months after such termination as if he were stillemployed during such period; provided, however, if such participation in anysuch plan, program or arrangement is specifically prohibited by the termsthereof, the Company shall provide the Executive (and his dependants) withbenefits substantially similar to those which he was entitled to receive undersuch plan, program or arrangement immediately prior to his termination ofemployment.  Additionally, at the end ofany period of such coverage, the Executive shall have the right to haveassigned to him, for the cash surrender value thereof, any assignable insuranceowned by the Company on the life of the Executive.  For purposes of this paragraph 3(b), anyemployee benefit determined with reference to the Executive’s compensation orearnings shall be based on his annual base salary unless otherwise providedunder the terms of the applicable employee benefit plan, program orarrangement.

(2)           *Death, at will termination. *Notwithstandingany provision of this Agreement to the contrary, no benefits are payablehereunder upon the Executive’s death prior to: (1) the involuntary

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termination of hisemployment with the Company for Cause or otherwise, or (2) the voluntarytermination by the Executive of the Executive’s employment with the Company forGood Reason.  No benefits are payablehereunder upon the Company’s at will termination of employment for reasonsother than those set forth in this Agreement.

Section 4.**               Term of Agreement**

This Agreement initially shall continue in effectuntil the third****anniversary of the date hereof.

Section 5.**               Successors**

In addition to any obligations imposed by law upon anysuccessor to the Company, the Company will require any successor (whetherdirect or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company to expressly assumeand agree to perform this Agreement in the same manner and to the same extentthat the Company would be required to perform it if no such succession hadtaken place.  Failure of the Company toobtain such assumption and agreement prior to the effectiveness of any suchsuccession shall be a breach of this Agreement and shall entitle the Executiveto compensation from the Company in the same amount and on the same terms asthe Executive would be entitled to hereunder if the Executive were to terminatethe Executive’s employment for Good Reason, except that, for purposes ofimplementing the foregoing, the date on which any such succession becomeseffective shall be deemed the Termination Date.

Section 6.**               Miscellaneous**

(1)*           Amendments.*  This Agreement may not be amended, modifiedor supplemented by the parties hereto in any manner, except by an instrument inwriting signed on behalf of each of the parties hereto.

(2)*           Notices.*   Any notice, request, instruction or otherdocument to be given hereunder by any party to the other shall be in writingand delivered personally or sent by certified mail, postage prepaid, byfacsimile (with receipt confirmed), or by courier service and shall beeffective upon receipt if addressed or sent as follows:
|   | To the Company:    | Maine & Maritimes Corporation                  |
|--------|--------------------|----------------------------------------------------|
|   |               | Fax:                                               |   |   |
|   |               | Attention:                                         |   |   |
|   |               | ** **                                         |
|   | To the  Executive: | **[Insert name and mailing address of Executive]** |
|   |               | Fax:                                               |   |   |
|        |                    |                                                    |  |  |  |  |

or to such other addressor person as may be designated in writing by a party, by a notice given to theothers as aforesaid.

(3)           *No Additional Effect*. Except as expressly provided herein, nothing contained herein shall beconstrued to provide the Executive with any specific period of employment,right to be retained in the service of the Company or other rights, nor shallthis Agreement be construed to otherwise limit the rights of the Company todischarge or take other action with respect to the Executive.  The Executive hereby acknowledges that he orshe remains an employee at will of the Company and that any rights of theExecutive arising under this Agreement arise only upon the circumstancesspecifically set forth in this Agreement.

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(4)*           Construction.*  The headings in this Agreement are includedonly for convenience and shall not affect the meaning or interpretation of thisAgreement.  The words “herein” and “hereof”and other words of similar import refer to this Agreement as a whole and not toany particular part of this Agreement. The word “including” as used herein shall not be construed so as toexclude any other thing not referred to or described.  The Outside Directors shall have theauthority to construe and interpret this Agreement on behalf of the Company,and any such determination by the Outside Directors shall be the conclusiveconstruction on behalf of the Company.

(5)*           Entire Agreement,Assignability, etc.*  ThisAgreement (i) constitutes the entire agreement, and supersedes all other prioragreements, including without limitation prior employee continuity agreements,and understandings, both written and oral, between the parties with respect tothe subject matter hereof, (ii) is not intended to confer upon any personother than the parties hereto any rights or remedies hereunder, except asotherwise expressly provided herein, and (iii) shall not be assignable byoperation of law or otherwise.  Noprovisions of this Agreement are intended, nor will be interpreted, to provideor create any third party beneficiary rights or any other rights of any kind inany person unless specifically provided otherwise herein, and, except as soprovided, all provisions hereof will be personal solely among the parties tothis Agreement.

(6)*           Validity.*  The invalidity or unenforceability of anyprovisions of this Agreement shall not affect the validity or enforceability ofany other provisions of this Agreement, each of which shall remain in fullforce and effect.

(7)*           Governing Law.*  This Agreement shall be governed by the lawsof the State of Maine, regardless of the laws that otherwise might govern underapplicable principles of conflicts of laws thereof.

(8)*           Counterparts.*  This Agreement may be executed incounterparts, each of which shall be deemed to be an original but both of whichtogether shall constitute one and the same instrument.

(9)           *Funding*.  ThisAgreement shall not be construed to create or require the Company to create atrust or to otherwise act to fund the amounts payable hereunder.

(10)         *Limitation on Amount to be Paid.*  If payment of any amount under this Agreementwould cause the Executive to be subject to an excise tax pursuant to Section4999 of the Internal Revenue Code (as amended from time to time) or theregulations thereunder, then such amount shall not be paid to the extentnecessary to avoid the imposition of such tax. The preceding sentence shall apply only if the aggregate amount payableto the Executive or for his or her benefit under this Agreement, after paymentof such excise tax, would be less than the aggregate amount payable inaccordance with the preceding sentence.

(11)         *Arbitration.*  TheParties agree to resolve all disputes arising under this Agreement inarbitration as follows:

(a)           Anyarbitration under this Agreement, and any related judicial proceeding, shall beinitiated and shall proceed pursuant to the provisions of the Maine UniformArbitration Act (the “Act”) and, to the extent consistent with the Act, thethen prevailing rules of the American Arbitration Association (the “Association”)for labor and employment contracts.  Toinitiate arbitration hereunder, demand shall be given in writing to theAssociation and the other Party no later than one year after the claimarises.  Any claim for which such demandis not made within one year after the claim arises shall be barred and discharged.

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(b)           Anyarbitration under this Agreement shall be before a single arbitrator mutuallyacceptable to the Parties, and an award in such arbitration may include onlydamages which the arbitrator determines to be due under express provisions ofthis Agreement.  The arbitrator shallhave no authority to award any other damages including without limitation,consequential and exemplary damages.  Anyaward in arbitration shall be subject to enforcement and appeal pursuant to theAct.

(c)           TheParties shall share equally all costs and fees charged by the Association orthe arbitrator.

(12)         *Execution of Further Documents.*  In the event the Executive receives paymentsor benefits pursuant to this Agreement and the Company’s legal counsel deems itnecessary for the Company to receive a release or other acknowledgement theExecutive agrees to execute any such document as may be reasonably required asa condition of his/her receipt of such payment or benefits.

IN WITNESS WHEREOF, theparties have duly executed this Agreement as of the date first above written.
|        |   | MAINE & MARITIMES CORPORATION |
|--------|--------|-----------------------------------|
|   |   |                              |
|   |   |                              |
|   |   |                              |
|   |   | By:                               |
|   |   | Title:                            |
|   |   |                              |
|   |   |                              |
|   |   |                              |
|   |   | EXECUTIVE                         |
|   |   |                              |
|   |   |                              |
|   |   |                              |
|   |   | Name:                             |

Employees Who Have Executed Above Employee RetentionAgreement with either MAM or MPS*:
| Executive                                                                          | ** ** | ** ** | ** ** | **Effective Date** |
|------------------------------------------------------------------------------------|------------|------------|------------|--------------------|
| Annette N.  Arribas, VP, Investor and Exchange Relations and Compliance Officer    |       | 12/15/04   |
| Brent M. Boyles,  President of MPS*                                                |       | 09/05/06   |
| Patrick C.  Cannon, VP, General Counsel, Secretary and Clerk*                      |       | 12/15/04   |
| Michael A.  Eaton, VP, Information and Technology Management*                      |       | 12/17/04   |
| Mark H. Hovey,  VP, Human Resources and Organizational Development*                |       | 12/14/04   |
| Michael I.  Williams, VP, Chief Financial Officer Treasurer and Assist. Secretary* |       | 12/15/04   |
| Thomas N. Yoder,  VP and Chief Operating Officer of Maricor Technologies           |       | 08/12/05   |
| Michael C.  Gillis, President of The Maricor Group                                 |       | 05/12/06   |
| Randi J.  Arthurs, VP and Controller                                               |       | 05/19/06   |

 

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