AMENDMENT NO. 2 TO PROMISSORY NOTE

	This AMENDMENT NO. 2 TO PROMISSORY NOTE (this "Amendment No. 2") is
made and entered into as of December 31, 2001, by and among BANGOR HYDRO-
ELECTRIC COMPANY, a Maine corporation having its chief executive office at
33 State Street, Bangor, Maine 04402 (the "Borrower"), and FLEET NATIONAL
BANK, a national banking association having a place of business at
80 Exchange Street, Bangor, Maine 04401 (the "Bank").  Capitalized terms
used herein without definition shall have the meanings assigned to such
terms in the Line Agreement (as defined below).

WHEREAS, the Borrower and the Bank entered into a Line Agreement
dated as of June 29, 2001 (as amended and in effect from time to time, the
"Line Agreement"), pursuant to which the Bank executed a Promissory Note
in favor of the Bank dated as of June 29, 2001 (as amended by Amendment
No. 1 to Promissory Note, dated as of October 1, 2001, and as the same may
be further amended and in effect from time to time, the "Note"), pursuant
to which the Bank extended credit to the Borrower on the terms set forth
therein and in the Line Agreement; and

WHEREAS, the Borrower has requested an extension of the Final Maturity
Date, and the parties hereto have agreed to extend the Final Maturity Date on
the terms set forth herein;

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 Line
Agreement as follows:

1.  AMENDMENT TO SECTION 1 OF THE NOTE.  Section 1 of the Note is hereby
amended by deleting the date "December 31, 2001" and replacing it with the
date "March 31, 2002."

2.  CONDITIONS TO EFFECTIVENESS.  This Amendment No. 2 shall become
effective as of the date hereof, subject to the satisfaction of each of the
following conditions:

	(a)     receipt by the Bank of this Amendment No. 2 duly and properly
authorized, executed and delivered by each of the respective parties
hereto;

	(b)     the Borrower shall have delivered to the Bank certified copies
of corporate resolutions of the Borrower satisfactory to the Bank
authorizing this Amendment No. 2; and

	(c)     receipt by Bingham Dana LLP of payment of all fees and
expenses incurred in the connection with the preparation of this
Amendment No. 2.

	3.  REPRESENTATIONS AND WARRANTIES.  The Borrower represents and
warrants to the Bank as follows:

	(a)     The execution, delivery and performance of each of this
Amendment No. 2 and the transactions contemplated hereby are within the
corporate power and authority of the Borrower and have been or will be
authorized by proper corporate proceedings, and do not (a) require any
consent or approval of the stockholders of the Borrower, (b) contravene
any provision of the charter documents or by-laws of the Borrower or any
law, rule or regulation applicable to the Borrower, or (c) contravene any
provision of, or constitute an event of default or event which, but for
the requirement that time elapse or notice be given, or both, would
constitute an event of default under, any other material agreement,
instrument or undertaking binding on the Borrower.

	(b)     This Amendment No. 2 and the Credit Agreement, as amended as of
the date hereof, and all of the terms and provisions hereof and thereof
are the legal, valid and binding obligations of the Borrower, enforceable
in accordance with their respective terms except as limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors' rights generally, and except as
the remedy of specific performance or of injunctive relief is subject to
the discretion of the court before which any proceeding therefor may be
brought.

	(c)     The execution, delivery and performance of this Amendment No. 2
and the transactions contemplated hereby do not require any approval or
consent of, or filing or registration with, any governmental or other
agency or authority, or any other party.

      (d)     The representations and warranties contained in Section 8 of the
Credit Agreement are true and correct in all material respects as of the
date hereof as though made on and as of the date hereof.

	(e)     After giving effect to this Amendment No. 2, no Default or
Event of Default under the Credit Agreement has occurred and is
continuing.

4.  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.
2 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. 2.

5.  GOVERNING LAW.  THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6.  COUNTERPARTS.  This Amendment No. 2 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.

IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment No. 2 as of the date first set forth above.

					THE BORROWER:
					BANGOR HYDRO-ELECTRIC COMPANY


					By:  /s/ Mathieu A. Poulin
					    Name:  Mathieu A. Poulin
					    Title: Treasurer

					THE BANK:

					FLEET NATIONAL BANK


					By:
					    Name:
					    Title: