AMENDMENT NO. 5 TO AMENDED AND RESTATED
	       REVOLVING CREDIT AND TERM LOAN AGREEMENT

	This AMENDMENT NO. 5 TO AMENDED AND RESTATED REVOLVING CREDIT AND
TERM LOAN AGREEMENT (this "Amendment No. 5") is made and entered into as
of September 13, 2002, by and among BANGOR HYDRO-ELECTRIC COMPANY, a Maine
corporation having its chief executive office at 33 State Street, Bangor,
Maine 04402 (the "Borrower"), FLEET NATIONAL BANK, a national banking
association having a place of business at 80 Exchange Street, Bangor,
Maine 04401 ("Fleet"), and the other lending institutions listed on
Schedule 1 to the Credit Agreement (as defined below) and Fleet as
administrative agent and documentation agent for itself and such other
lending institutions (the "Agent").  Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the
Credit Agreement.

WHEREAS, the Borrower, the Banks, and the Agent entered into an
Amended and Restated Revolving Credit and Term Loan Agreement dated as of
June 29, 1998 (as amended by Amendment No. 1 to Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of June 29, 2001,
Amendment No. 2 to Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of October 1, 2001, Amendment No. 3 to Amended and
Restated Revolving Credit and Term Loan Agreement, dated as of December
31, 2001, and Amendment No. 4 to Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of March 29, 2002, as the same may be
further amended and in effect from time to time, the "Credit Agreement"),
pursuant to which the Banks extended credit to the Borrower on the terms
set forth therein; and

WHEREAS, the Borrower has requested to have the option to borrow LIBOR
Rate Loans with an interest period of nine or twelve months in addition to the
interest period of one, two, three or six months currently permitted under the
Credit Agreement;

NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree to amend the provisions of the
Credit Agreement as follows:

1.  Amendment to Section 1 of the Credit Agreement.  Section 1 of the
Credit Agreement is hereby amended by deleting the phrase "1, 2, 3, or 6
months" in the definition of "Interest Period" and replacing it with the
phrase "1, 2, 3, 6, 9 or 12 months (to the extent available)".

2.  Ratification, etc.  Except as expressly amended hereby, the
Credit Agreement, the other Loan Documents and all documents, instruments
and agreements related thereto are hereby ratified and confirmed in all
respects and shall continue in full force and effect.  This Amendment No.
5 and the Credit Agreement shall hereafter be read and construed together
as a single document, and all references in the Credit Agreement, any
other Loan Document or any agreement or instrument related to the Credit
Agreement shall hereafter refer to the Credit Agreement as amended by this
Amendment No. 5.

3.  GOVERNING LAW.  THIS AMENDMENT NO. 5 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4.  Counterparts.  This Amendment No. 5 may be executed in any number
of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all
of which counterparts taken together shall be deemed to constitute one and
the same instrument.

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IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment No. 5 as of the date first set forth above.

				      THE BORROWER:
				      ------------

				      BANGOR HYDRO-ELECTRIC COMPANY

				      By: /s/ David R. Black
					  ------------------
				      Name:  David R. Black
				      Title: Treasurer


				      THE BANKS:
				      ---------

				      FLEET NATIONAL BANK, individually and as
				      Administrative Agent and Documentation
				      Agent


				      By: /s/ Neil C. Buitenhuys
					  ----------------------

				      Name:   Neil C. Buitenhuys
				      Title:  Senior Vice President


				      BANKNORTH, N.A.

				      By: /s/ Lynn B. Hughes
					  ------------------

				      Name:   Lynn B. Hughes
				      Title:  Senior Vice President