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Exhibit 10.aa
MAINE PUBLIC SERVICE COMPANY
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTOR
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TABLE OF CONTENTS
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1.
Purpose...................................................................1
2.
Definitions...............................................................1
3. Deferred
Fees.............................................................2
(a)
Election..........................................................2
(b)
Deferral Account
.................................................2
(c)
Distribution to
Director..........................................3
(d)
Distribution to
Beneficiary.......................................3
4.
Administration............................................................3
5.
Miscellaneous.............................................................4
(a)
Continued Service as a
Director.......................................4
(b)
Unsecured Creditor
Status.............................................4
(c)
Assignment............................................................4
(d)
Designation of
Beneficiary............................................4
(e)
Acceleration by
Committee.............................................4
(f)
Amendment and
Termination.............................................5
(g)
Governing
Law.........................................................5
(h)
Effective Date of
Plan................................................5
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MAINE PUBLIC SERVICE COMPANY
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
1.
PURPOSE. The
purpose of this Plan is to provide each non-employee
director ("Outside Director") of Maine Public Service Company
("Company") with
an opportunity to defer the Director's retainer (and other fees)
and have the
deferred amounts treated as invested in Maine Public Service
Company common
stock or five-year U.S. Treasury notes.
2.
DEFINITIONS. As
used in this Plan, the following words and phrases
wherever capitalized shall have the following meanings unless the
context
clearly indicates that a different meaning is intended:
(a) "Annual Retainer"
shall mean the cash retainer for any calendar
year payable to an
Outside Director for service on the Board and shall not
include meeting fees, committee chairperson retainers or consulting
fees.
(b) "Board" shall mean
the Board of Directors of the Company.
(c) "Committee" shall
mean the committee appointed pursuant to
Section 7 to administer the Plan.
(d) "Common Stock"
shall mean common stock of the Company.
(e) "Company" shall
mean Maine Public Service Company.
(f) "Deferral Account"
shall mean the account established pursuant to
Section 3(b).
(g) "Director" or
"Outside Director" shall mean a non-employee
director of the Company.
(h) "Fair Market
Value" shall mean, with respect to Common Stock, the
closing price as reported on the American Stock Exchange.
(i) "Fees" shall mean
the cash retainer, meeting fees, and committee
chairperson retainer payable to an Outside Director for service on
the
Board.
(j) "Plan" shall mean
the Maine Public Service Company Deferred
Compensation Plan for Outside Directors.
(k) "Share" shall mean
a share of Common Stock.
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3.
DEFERRED FEES.
Each Outside Director may elect to defer all or any
portion of his or her Fees in accordance with the terms of this
Section 3.
(a) ELECTION. An
election to defer Fees may be made at any time, but
not
more frequently than once each calendar year, and shall be
effective
only
with respect to Fees payable for services to be performed after
the
date
of the election. Such election shall be made by executing and
delivering to the Committee a deferred compensation agreement. The
Director
shall designate in the deferred compensation agreement whether the
Fees
deferred are to be treated, solely for purposes of valuing the
amounts
deferred, as invested in five-year U.S. Treasury notes or Common
Stock.
A deferral election may not be modified. A Director may terminate
a
deferral election at
any time by delivering a written notice of termination
to
the Committee. Such notice shall specify the effective date,
and
deferrals shall cease as soon as practicable thereafter. A
termination
shall not be effective with regard to amounts previously
deferred.
(b) DEFERRAL ACCOUNT.
The Company shall establish an account for each
Director who defers Fees under the Plan and, if the Director has
designated
U.S.
Treasury notes as the deemed investment for the amounts
deferred,
shall adjust the account as follows:
(i) At the
end of each calendar month in which Fees deferred
would otherwise be payable, credit the account with the amount
deferred for such month; and
(ii) As of the
first day of each such month:
(A) Debit
the account by the amount, if any, paid to the
Director or his or her beneficiary during the preceding
calendar
month in accordance with the terms hereof; and
(B) Credit
the account with interest on the balance as of
the first day of the preceding month, at the rate paid on
five-year U.S. Treasury notes on the first day of the calendar
year in which the interest is to credited, or at such other
rate
as is prescribed in the deferred compensation agreement.
If a Director has designated Common Stock as the deemed investment
for
the
Fees deferred, at the end of each calendar month for which such
Fees
would otherwise be payable, the Company shall credit the account
with the
number of Shar
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