BAYCORP HOLDINGS LTD
CALLENDRELLO RETENTION AND INCENTIVE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>10
<FILENAME>b42235bcex10-32.txt
<DESCRIPTION>CALLENDRELLO RETENTION AND INCENTIVE AGREEMENT
<TEXT>
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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, NE 03801-6805
(the "Company") and Anthony M. Callendrello, an individual with an address of 63
Old Town Farm Road, Exeter, New Hampshire 03833 (the "Employee" and together
with the Company, the "Parties") this 30th day of November, 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.  SEABROOK NUCLEAR POWER PLANT ("SEABROOK") CLOSING INCENTIVE BONUS. 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"), on or before March 31, 2003, and in the
event that the Employee continues to be an employee of the Company through the
Seabrook Sale, then the Company will pay to the Employee bonus compensation of
One Hundred Thousand Dollars ($100,000).

     2.  RETENTION BONUS. In the event that the Employee continues to be an
employee of the Company through final liquidation of substantially all of the
assets of the Company and the approval of a plan of distribution of the
Company's assets net liabilities to its shareholders, the Company will pay to
the Employee, bonus compensation in an amount equivalent to six (6) months of
the Employee's salary at the time of any such liquidation and distribution.

     3.  SHARED SAVINGS/INCENTIVE PLAN. In the event that the Employee continues
to be an employee of the Company through the Seabrook Sale, the Company will pay
to the Employee the following amounts:


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          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 five percent (5%) 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 five percent (5%) 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 five percent (5%) of the difference
between the Company's actual * * * and * * *; and

          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 one percent (1%) of the difference
between such consideration received and * * *.

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

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

     6.  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.

     7.  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.

     8. 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.



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

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     9.  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.

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


                                            BAYCORP HOLDINGS, LTD.



                                            By: /s/ Frank W. Getman
                                               ---------------------------------
                                               Frank W. Getman, President

                                            EMPLOYEE:


                                            /s/ Anthony M. Callendrello
                                            ------------------------------------
                                            Anthony M. Callendrello





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