SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SS 240.14A-11(c) or SS
240.14a-12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction
applies: ........................................................
(2) Aggregate number of securities to which transaction
applies: ........................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
.................................................................
(5) Total fee paid:
.................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
.............................................
(2) Form, Schedule or Registration Statement No.:
.............................................
(3) Filing Party:
.............................................
(4) Date Filed:
.............................................
(Amended by by Sec Act Rel No. 7331; Exch Act Rel No. 37692,
eff. 10/7/96.)
<PAGE>
March 31, 1999
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of
Stockholders of Central Vermont Public Service Corporation at
10:00 a.m. on Tuesday, May 4, 1999 at the Killington Grand Hotel
Conference Center, Killington Road, Killington, Vermont.
Refreshments will be served at 9 a.m.
At this meeting you will be asked to elect three directors to
serve for a three-year term and one director to serve for a two-year term.
Your vote is very important to us. In order to ensure that your
shares may be represented at the meeting and to avoid additional
expense of solicitation, we urge that you promptly vote, sign and
return the enclosed proxy in the return envelope provided. If
you do plan on attending the Annual Meeting, which we hope you
will, you may revoke your proxy and vote your shares in person.
Thank you for your confidence and continued support.
Sincerely,
ROBERT H. YOUNG
President and
Chief Executive Officer
<PAGE>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
77 GROVE STREET
RUTLAND, VERMONT 05701
______________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 4, 1999
______________________
TO THE HOLDERS OF COMMON STOCK:
The Annual Meeting of Stockholders of Central Vermont Public
Service Corporation will be held at the Killington Grand Hotel
Conference Center, Killington Road, Killington, Vermont, on
Tuesday, May 4, 1999, at 10 a.m., for the following purposes:
1. To elect three directors for a term of three years and
to elect one director for a term of two years; and
2. To act upon any matters incidental to or in furtherance
of the foregoing and upon any matters which may properly come
before the meeting or at any adjournments thereof.
Each of the above items is described in the Proxy Statement
which accompanies this Notice.
The Board of Directors has fixed the close of business on
February 24, 1999, as the record date for the determination of
the holders of the Company's Common Stock entitled to notice of,
and to vote at, the meeting and any adjournments thereof.
By Order of the Board of Directors,
Joseph M. Kraus, Vice President,
Secretary and General Counsel
Rutland, Vermont
March 31, 1999
YOUR VOTE IS IMPORTANT
ALL HOLDERS OF COMMON STOCK, WHETHER OR NOT THEY PLAN TO ATTEND
THE MEETING IN PERSON, ARE URGED TO VOTE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
<PAGE>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
77 GROVE STREET
RUTLAND, VERMONT 05701
______________________
March 31, 1999
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Central
Vermont Public Service Corporation ("CVPS", the "Company" or the
"Corporation"), a Vermont corporation. The solicited proxies
will be voted at the Annual Meeting of Stockholders to be held at
the Killington Grand Hotel Conference Center, Killington Road,
Killington, Vermont at 10:00 a.m. on May 4, 1999 and at any and
all adjournments thereof.
Proxies in the accompanying form, unless previously revoked,
will be voted as directed by the stockholders giving such proxy.
If no direction is given, proxies will be voted FOR the election,
as Directors, of the four nominees listed on the proxy. Any proxy
may be revoked by written notice or by a duly executed proxy
bearing a later date delivered to the Secretary of the Company at
any time before it is exercised, or by attending the Annual
Meeting and voting in person.
The Company will bear the cost of solicitation hereunder.
The solicitation of proxies by mail may be followed by
solicitation by officers or other employees or representatives of
the Company. In addition, the Company has retained Morrow & Co.,
a proxy solicitation firm, to assist in the solicitation of
proxies for the meeting. The estimated fee for such services is
$6,500 plus reimbursement of reasonable out-of-pocket expenses.
The Company will request banks, brokers and other similar agents
or fiduciaries to forward these proxy materials to beneficial
owners of stock, and, if requested, will reimburse them for the
costs thereof.
A copy of the Annual Report of the Company containing its
audited financial statements for 1998 accompanies this Proxy
Statement.
The Proxy Statement and form of Proxy were first sent to
stockholders on or about the date of this Notice.
VOTING SECURITIES
There were 11,461,131 outstanding shares of Common Stock,
each share being entitled to one vote, at the close of business
on February 24, 1999, the record date for determination of
stockholders entitled to notice of and to vote at the meeting.
In accordance with Securities and Exchange Commission
("SEC") rules, boxes and a blank space are provided on the proxy
card for stockholders to designate whether they wish to vote
"FOR" or to "WITHHOLD AUTHORITY" to vote for one or more of the
nominees for Director. Under Vermont law, in order for action to
be taken on a matter, a quorum must exist as to that matter,
which is defined for this purpose as a majority of the votes
entitled to be cast in person or by proxy on the matter.
Abstentions are counted in determining whether a quorum has been
reached on a particular matter. If a quorum exists, then with
respect to any action to be taken on a matter, other than the
election of Directors, that matter would be approved if the votes
cast favoring the action exceed the votes cast opposing the
action. In this respect, abstentions are not counted as opposing
votes. With respect to the election of Directors, a plurality of
the votes cast by the shares entitled to vote in the election is
required for the election of Directors (i.e. the nominees
receiving the greatest number of votes will be elected at a
meeting at which a quorum is present). In this respect,
abstentions are not counted for purposes of the election of
Directors.
ARTICLE 1.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation and By-Laws provide
for the division of the Board of Directors into three classes
having staggered terms of office as nearly equal in number as
possible. In accordance with the Company's By-Laws, the Board of
Directors has fixed at nine (9) the number of Directors for the
ensuing year.
The nominees for election at this Annual Meeting of
Stockholders to serve as Directors for a term which expires at
the year 2002 Annual Meeting are: Patrick J. Martin, Rhonda L.
Brooks and Robert H. Young.
In order to keep the classes of Directors as nearly equal in
number as possible, Janice L. Scites is a new nominee for
election at this Annual Meeting to serve as Director for a two-year
term which expires at the year 2001 Annual Meeting. Ms.
Scites was appointed Director of the Company at the November 1998
meeting of the Board of Directors to serve until the 1999 Annual
Meeting to fill the vacancy created by the resignation of Delano
E. Lewis. Mr. Lewis had previously been appointed to fill the
vacancy created by the retirement of Preston Leete Smith.
Proxies will be voted (unless otherwise instructed) in favor
of the election of the four nominees as indicated in the table
below. Each of the nominees has consented to serve as a Director
if elected. While it is not anticipated that any of the persons
listed will be unable to serve as a Director, if any of the
persons listed are unable to serve, then the proxies will be
voted for such other person or persons as the present Board of
Directors shall determine.
The following sets forth certain information, including
business experiences during the past five years, regarding the
nominees for Director, as well as all Directors presently serving
on the Board whose terms will expire after the 1999 Annual
Meeting.
DIRECTOR
SINCE
--------
DIRECTORS WHOSE TERMS WILL EXPIRE IN YEAR 2002:
RHONDA L. BROOKS (46) President of the 1996
Roofing Systems Business, since December
1997; Vice President, Investor Relations,
from January to December 1997, and Vice
President, Marketing, Composites, from 1995
to 1996 at Owens Corning, Toledo, Ohio,
(Building Materials and Fiberglass
Composites); Senior Vice President and
General Manager, PlyGem Industries, Inc.
from 1994 to 1995; Vice President, Oral Care
and New Product Strategies and Vice President,
Marketing, from 1990 to 1994 at Warner-Lambert
Company.
PATRICK J. MARTIN (58) Corporate Senior Vice 1997
President and President, Developing Markets
Operations since January 1999; President,
Americas Customer Operations from 1996 to 1998;
President, Office Document Products Division
from 1993 to 1996 at Xerox Corporation,
Rochester, New York (Office Products); President
and General Manager, Americas Operations,
Xerox Corporation, Stamford, Connecticut from
1991 to 1993. Mr. Martin is also a Director of
Comptek Research.
ROBERT H. YOUNG (51) President and Chief 1995
Executive Officer of the Company since 1995;
Executive Vice President and Chief
Operating Officer of the Company from 1993
to 1995; Senior Vice President and Chief
Financial Officer of the Company from 1988 to
1993; Mr. Young is also Director, President and
Chief Executive Officer of Connecticut Valley
Electric Company Inc., Catamount Energy
Corporation and Catamount Investment Corporation;
Director and Chairman of Vermont Yankee Nuclear
Power Corporation; Director of Vermont Electric
Power Company, Inc., Vermont Electric Transmission
Company, Inc. and Yankee Atomic Electric.
NOMINEE FOR DIRECTOR WHOSE TERM WILL EXPIRE IN YEAR 2001:
JANICE L. SCITES (48) Vice President, Internet 1998
Implementation Strategy since November 1997,
Vice President, Value-Added Services from October
1996 to October 1997, Vice President, Business
Customer Care, Business Markets from July 1995
to October 1996 at AT&T, Basking Ridge, New
Jersey; President, Connecticut Mutual Customer
Services Group from September 1993 to July 1995 at
Connecticut Mutual Life Insurance Company, Hartford,
Connecticut.
DIRECTOR WHOSE TERM WILL EXPIRE IN YEAR 2001:
LUTHER F. HACKETT (65) President, Hackett, 1979
Valine & MacDonald, Inc., Burlington, Vermont
(Insurance Agents). Mr. Hackett is also
Director of Catamount Energy Corporation,
Vermont Electric Transmission Company, Inc.,
Banknorth Group, Inc. and Chairman and Director
of Vermont Electric Power Company, Inc.
DIRECTORS WHOSE TERMS WILL EXPIRE IN YEAR 2000:
ROBERT L. BARNETT (58) Executive Vice 1996
President, Motorola, Inc. and President,
Commercial, Government and Industrial
Solutions Sector (formerly Land Mobile
Products Sector) since 1995, Schaumburg,
Illinois (Communications Equipment); President,
Nexteps, Inc. (Telecommunications Consulting
Firm), Lake Forest, Illinois from 1993 to
1995. Mr. Barnett is also a Director of
Johnson Controls, Inc., and U.S.Gypsum, Inc.
FREDERIC H. BERTRAND (62) Chairman of the 1984
Board of the Company since October 1997;
Retired as Chairman of the Board and Chief
Executive Officer, National Life Insurance
Co., Montpelier, Vermont in February 1997.
Mr. Bertrand is also a Director of
Catamount Energy Corporation, The Chittenden
Corporation, Union Mutual Fire Insurance Co.,
and Vermont Electric Power Company, Inc.
ROBERT G. CLARKE (48) President, Vermont 1997
Technical College, Randolph Center, Vermont.
Mr. Clarke is also a Director of Connecticut
Valley Electric Company Inc., Vermont Electric
Power Company, Inc. and the Granite Savings Bank.
MARY ALICE MCKENZIE (41) President, 1992
Waterbury Fresh Foods and McKenzie of Vermont,
Burlington, Vermont (Manufacturer of Food
Products). Ms. McKenzie is also a Director of
Vermont Electric Power Company, Inc., Vermont
Yankee Nuclear Power Corporation and Commercial
Union Insurance Company.
VOTE REQUIRED
The election of a Director requires the affirmative vote of
a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ARTICLE 1.
RETIREMENT/RESIGNATION OF DIRECTORS
After 21 years of service as Director, Preston Leete Smith
retired in July. Mr. Smith was a valuable member and he will be
missed.
Delano E. Lewis resigned, for personal reasons, after
serving for three months.
MEETINGS OF THE BOARD
During 1998, the Board of Directors held one special and
eleven regular meetings. Each Director attended at least 84% of
the aggregate of all meetings of the Board and Committees of
which he or she was a member.
COMMITTEES OF THE BOARD
The Company has standing Executive, Audit, Compensation and
Nominating Committees of its Board of Directors. Members of the
Committees are appointed annually by the Board.
The Executive Committee has substantially all powers of the
Board of Directors in the management of the business and affairs
of the Company between meetings of the Board. The present members
of the Executive Committee are: Frederic H. Bertrand,
Chairperson, Luther F. Hackett, and Robert H. Young. No meeting
was held during 1998.
The Audit Committee of the Board, composed entirely of
outside Directors, reviews and reports to the Board of Directors
on the findings and recommendations of the Company's independent
public accountants, the Company's internal audit procedures,
examinations by regulatory authorities and matters having a
material effect on the Company's financial operations. The
present members of the Audit Committee are: Luther F. Hackett,
Chairperson, Robert L. Barnett, Rhonda L. Brooks, Robert G.
Clarke and Mary Alice McKenzie. During 1998, the Audit Committee
held four meetings.
The Compensation Committee of the Board, composed entirely
of outside Directors, is responsible for reviewing and making
recommendations to the Board of Directors concerning the
compensation of executive officers of the Company and certain
subsidiaries. The members of the Compensation Committee are also
responsible for the administration of the Stock Option Plans for
Key Employees and the Restricted Stock Plan for Non-employee
Directors and Key Employees. The present members of the
Compensation Committee are: Patrick J. Martin, Chairperson,
Frederic H. Bertrand and Rhonda L. Brooks. During 1998, the
Compensation Committee held four meetings.
The Nominating Committee is responsible for recommending
candidates for election as Directors of the Company. The
Nominating Committee will consider recommendations by the
stockholders for nomination as Directors. Recommendations should
be forwarded to the Secretary of the Company on or before
December 1 preceding the Annual Meeting for which such nomination
is sought. The present members of the Nominating Committee are:
Mary Alice McKenzie, Chairperson, Robert L. Barnett, Patrick J.
Martin and Robert H. Young. During 1998, the Nominating
Committee held three meetings.
Mr. Preston Leete Smith was a member of the Executive and
Compensation Committees until his retirement in July 1998.
DIRECTORS' COMPENSATION
Directors of the Company are paid an annual retainer of
$10,000. Under the 1997 Restricted Stock Plan for Non-employee
Directors and Key Employees (the "Restricted Plan"), the
non-employee Directors receive 50% of their annual retainer in Common
Stock (instead of cash) with a three-year vesting period.
Members of the Executive Committee are paid an additional annual
retainer of $500. The Chairman of the Board receives an
additional $30,000 annual retainer and the Chairperson of each
Committee receives an additional $2,000 annual retainer.
Directors are also paid $700 plus expenses for each Board
meeting attended and $350 for each Committee meeting attended if
held on the same day as a meeting of the Board or held by
telephone, and a fee of $700 plus expenses for attendance at each
other meeting of such Committee. As President and Chief
Executive Officer, Mr. Young receives no director's retainer or
other fees for serving on the Board or any of its Committees.
Under the Restricted Plan, 465 shares of Common Stock were
awarded to each of the following Directors: Robert L. Barnett,
Frederic L. Bertrand, Rhonda L. Brooks, Robert G. Clarke, Luther
F. Hackett, Patrick J. Martin and Mary Alice McKenzie based on a
price per share of $10.75 representing $5,000 of the annual cash
retainer.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Under the 1998 Stock Option for Non-employee Directors (the
"Plan"), approved in 1998 by the stockholders, non-employee
Directors receive stock options with respect to 2,250 shares of
Common Stock. Optioned shares are reflected in the individual
stockholdings of the Directors set forth below under "Stock
Ownership of Directors, Nominees, Executive Officers and Certain
Beneficial Owners". The exercise price of the options issued to
Participant Directors in 1998 was $14.6562 per share, which
represents the Fair Market Value of the Company's Common Stock on
the date of grant. For purposes of the Plan, the Fair Market
Value of stock is defined as the average high and low trading
prices reported on the composite tape on the date specified, or
if no sale takes place on such date, the average of the bid and
asked prices on such date. Stock options are exercisable during
the period beginning six months after the date of grant and
ending five years thereafter except in the event the option
expires during a limited trading period declared by the Corporate
Secretary, in which case the exercise period shall be extended
for 30 days following termination of the limited trading period.
All stock options are exercisable at a fixed price equal to the
Fair Market Value of the Common Stock on the date the option is
granted. The total number of shares that may be issued under the
Plan may not exceed 112,500 in the aggregate, subject to
proportional adjustments, and such shares may be either
authorized but unissued shares or shares previously issued and
reacquired by the Company. The Plan is effective for five years,
terminating in year 2002.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers to file
reports of ownership and changes in ownership of Company
securities with the SEC and to furnish the Company with copies of
all such reports. It also requires directors, officers and
persons who beneficially own more than ten percent (10%) of the
Company's stock to file initial reports of ownership and
subsequent reports of changes in ownership with the SEC and the
New York Stock Exchange. In making this statement, the Company
has relied on copies of reports that have been filed with the
Commission.
Based solely on a review of the copies of such reports
prepared and filed with the Commission during 1998 by the
Company's executive officers and directors, and on written
representations that no other reports were required, the Company
believes its directors and executive officers have complied with
all Section 16(a) filing requirements except for Mr. Young, who
inadvertently neglected to report the ownership of shares of the
Company's Common Stock held by his spouse. Mr. Young disclaims
any voting or investment power over the shares held by his
spouse. The Company does not have a ten percent holder.
STOCK OWNERSHIP OF DIRECTORS, NOMINEES, EXECUTIVE OFFICERS AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth the number of shares of
Common Stock of the Company beneficially owned by (1) each
director, (2) each director nominee, (3) each of the executive
officers named in the Summary Compensation Table, (4) by all the
directors, nominee directors and executive officers as a group as
of January 29, 1999 and (5) each person known by the Company to
beneficially own more than 5% of the outstanding shares of Common
Stock as of December 31, 1998.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK PERCENT
NAME BENEFICIALLY OWNED(1)(2)(3)(4) OF CLASS
- - ---- -------------------------- --------
<S> <C> <C>
L. Douglas Barba ...... 21,550 (1)
Robert L. Barnett ..... 5,965 (1)
Frederic H. Bertrand.... 13,542 (5) (1)
Francis J. Boyle ....... 30,900 (1)
Rhonda L. Brooks........ 5,465 (1)
Kent R. Brown........... 33,646 (1)
Robert G. Clarke ...... 5,965(6) (1)
Luther F. Hackett...... 17,981(7) (1)
Patrick J. Martin...... 5,965 (1)
Mary Alice McKenzie..... 12,112(8) (1)
Janice L. Scites........ - (1)
Douglas D. Sinclair..... 24,500 (1)
Robert H. Young.........125,922(9) 1.1%
All directors, nominees
and executive officers
as a group (18).........379,663 3.3%
Sanford C. Bernstein
& Co. Inc...............991,470(10) 8.7%
767 Fifth Avenue
New York, NY 10153
</TABLE>
No director, nominee for director or executive officer owns
any shares of the various classes of the Company's outstanding
non-voting preferred stock.
(1) No director, nominee for director or executive officer owns
beneficially in excess of 1% of CVPS' outstanding Common Stock,
except for Robert H. Young. Except as otherwise indicated in the
footnotes to the table, each of the named individuals possesses
sole voting and investment power over the shares listed.
(2) Includes shares that the named individuals have a right to
acquire pursuant to options granted under the 1993 and 1998 Stock
Option Plans for Non-employee Directors as follows: Messrs.
Bertrand, Hackett and Ms. McKenzie, 11,250 shares; and Messrs.
Barnett, Clarke, Martin and Ms. Brooks, 4,500 shares. Includes
465 shares awarded under the Restricted Stock Plan for
Non-employee Directors and Key Employees, for each of Messrs.
Barnett, Bertrand, Clarke, Hackett, Martin and Ms. Brooks and Ms.
McKenzie.
(3) Includes shares that the named executive officers have a
right to acquire pursuant to options granted under the 1988 and
1997 Stock Option Plans for Key Employees as follows: Mr. Barba,
21,550 shares; Mr. Boyle, 30,900 shares; Mr. Brown, 32,500
shares; Mr. Sinclair, 24,500 shares; Mr. Young, 123,000
shares; and all executive officers as a group, 379,663 shares.
(4) Includes shares that the named executive officers hold
indirectly under the Company's Employee Savings and Investment
(401(k)) and Employee Stock Ownership Plans as follows: Mr.
Young, 2,236 shares.
(5) Includes 1,827 shares held jointly with his spouse over
which Mr. Bertrand has voting and investment power.
(6) Includes 1,000 shares held jointly with his spouse over
which voting and investment power for all shares is shared.
(7) Includes 3,000 shares owned by corporations over which Mr.
Hackett has voting and investment power.
(8) Includes 150 shares held jointly with her spouse over which
Ms. McKenzie has voting and investment power.
(9) Includes one share held by Mr. Young's spouse as custodian
for his son over which Mr. Young disclaims beneficial ownership
and 319 shares held by his spouse over which she has sole voting
and investment power.
(10) Sanford C. Bernstein & Co., Inc. has discretionary
investment authority with respect to certain customer accounts
holding in the aggregate 15,020 shares of the Common Stock of the
Company. Such shares are held on behalf of persons who have the
right to receive, or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities. Sanford
C. Bernstein & Co. has sole voting power on 792,250 shares and
sole dispositive power on 991,470 shares.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The philosophy of the Compensation Committee (the
"Committee"), with regard to executive compensation, is to
maintain a total compensation pay package which, by virtue of its
design and target levels, enables the Company to recruit the best
talent for our jobs, to retain high performing employees by
strongly rewarding exceptional performance, to encourage
employees to develop their skills and abilities and encourages
and supports performance and decisions that strengthen the
Company financially and strategically, including enhancing
customer service. Executive Officer compensation, including the
compensation of the Chief Executive Officer ("CEO"), is comprised
of a base salary, annual Management Incentive Plan ("MIP") payout
and a Long Term Incentive Plan ("LTIP") payout, as described
below. The value of the LTIP is based on the value the Company
delivers to shareholders over time. The value of the MIP is
specifically tied to the Company's performance measured by the
consolidated earnings per share, customer satisfaction and
individual performance in the last fiscal year. The base salary
range is set based on benchmarking to other electric utilities of
our size, and within the range, as specific officer's salary is
set based on qualification, experience and proven performance.
In addition, certain officers can receive additional amounts
based on the performance of Catamount Energy Corporation for the
last fiscal year as described below.
EXECUTIVE OFFICERS' BASE ANNUAL SALARY
It is the policy of the Committee to establish salaries for
the CEO and other executive officers within a range that
surrounds the 50th percentile of salaries of similar positions as
reported in the annual Executive Compensation Survey conducted by
the Edison Electric Institute, adjusted to reflect the size of
the Company as determined by revenues. Due to the fact that the
Company is pursuing more unregulated endeavors, comparisons are
also made to executive pay for companies of different sectors of
industry with annual revenues of $300 million.
Within this range, the salary is determined based on an
evaluation of the individual's qualifications, experience and
performance. The Chief Executive Officer recommends the base
salary for those reporting to him to the Committee.
CHIEF EXECUTIVE OFFICER'S BASE ANNUAL SALARY
The Committee determines the base salary of the Chief
Executive Officer. Mr. Young's promotion from Chief Operating
Officer to President and Chief Executive Officer in 1996 and his
current placement in the salary range was determined by the
Compensation Committee and approved by the Board of Directors.
His current salary is based upon factors such as his level of
experience in his position, Company performance and executive
team performance.
1998 MANAGEMENT INCENTIVE PLAN
The Company's executive officers participate in the
Company's annual MIP. The purpose of the MIP is to focus the
efforts of the executive team on the achievement of challenging
and demanding corporate objectives. When corporate performance
reaches or exceeds the specified annual performance objectives,
an incentive payment is earned. A well-directed MIP, in
conjunction with competitive salaries and benefits, provides a
level of compensation which fully rewards the skills and efforts
of the executives.
Participants are designated annually by the Board of
Directors. In 1998, nine executive officers were eligible to
participate including the named executive officers in the Summary
Compensation Table, other than Mr. Barba. Mr. Barba is covered
under the Catamount annual Management Incentive Plan ("Catamount
MIP") described below.
The MIP contains a financial performance threshold, below
which no incentive awards are paid. The 1998 threshold was
calibrated against consolidated earnings per share. The degree
to which the consolidated earnings per share target is achieved
generates a pool which is available to fund incentive payouts.
However, performance measures must also be met in the
following areas to receive an award. Each measure is equally
weighted.
CONSOLIDATED EARNINGS PER SHARE. While this measure is used
to establish the incentive pool, it is also one of the measures
which is assessed in determining distribution of the pool.
CUSTOMER SATISFACTION MEASURES. Measures the customers'
satisfaction with CVPS overall and with how CVPS handled their
last inquiry or service request.
INDIVIDUAL PERFORMANCE. Based on advice and recommendation
from the CEO for officers reporting to him, the Committee
evaluates individual officer performance compared to performance
objectives set early in the year, and also evaluates the
performance of the CEO.
If the maximum payout on all of the standards were to be
achieved, the total incentive award would represent 35% of base
salary for the President and CEO; 25% for the Chief Financial
Officer and Treasurer, Senior Vice President Engineering and
Operations, and Vice President and General Manager for Business
Development; 20% for Vice President, General Counsel and
Secretary, Vice President and Controller, Vice President of
Regulatory Affairs and Strategic Analysis, Vice President of
Public Affairs, and Assistant Vice President, Human Resources
and Strategic Planning. Starting in 1998, the value of any MIP
payout is awarded half in cash and half in three-year restricted
stock. Due to not meeting the minimum funding threshold based on
financial performance, there was no payout through the MIP for
1997 and there will be no payout for 1998.
1998 LONG TERM INCENTIVE PLAN
The Committee views the Company's current LTIP based on the
Stock Option Plan for Key Employees ("Stock Option Plan"), which
was approved in 1997 by the stockholders, as an important
component in its strategy for attracting and retaining executives
of high caliber and helping to focus management attention on
increasing stockholder value.
The LTIP options are granted to executive officers annually
by the full Board on recommendation of the Committee. In 1998,
ten of the Company's executive officers received options
including the named executive officers in the Summary
Compensation Table. The number of options is determined by
reference to the annual Edison Electric Institute Executive
Compensation Survey, with data statistically adjusted to reflect
company size. All awards are provided by means of non-qualified
stock options which have an exercise price equal to 100% of the
Fair Market Value of the Common Stock of the Company on the date
of grant. The options will have value only if the Company's
stock price increases. The Committee's policy is that the
exercise price of stock options should not be amended after
grant, except in the event of a stock dividend, stock split or
other change in corporate structure or capitalization affecting
the Company's Common Stock. The current Stock Option Plan is
effective for ten years terminating in year 2007.
Stock options are exercisable in whole or in part from the
date of grant for a period of ten years and one day but in no
event later than one year after retirement from the Company.
Options granted under the Stock Option Plan are not transferrable
except upon the death of the optionee and during his or her
lifetime are exercisable only by him or her. The options
terminate immediately upon termination of employment for cause or
after three months in the case of termination of employment for
any other reason.
1999 MANAGEMENT AND LONG TERM INCENTIVE PLANS
The Board of Directors adopted a revised annual Management
Incentive Plan ("the 1999 MIP") to be effective for the 1999 Plan
(fiscal) year. The 1999 MIP changes the 1998 MIP by replacing the
consolidated earnings per share funding trigger with a
consolidated earnings per share multiplier. As with the 1998
MIP, half of the award is in cash and half in restricted shares
of Common Stock vesting over three years. In 1999, the Company
added a 25% premium to the restricted stock component.
The Board of Directors adopted a revised Long Term Incentive
Plan for 1999 ("1999 LTIP"). The 1999 LTIP will deliver half of
the value in qualified stock options and half in restricted
shares of Common Stock. The half in restricted shares of Common
Stock is dependent upon reaching Total Shareholder Return
performance targets in three years versus a national peer group
of utilities.
CATAMOUNT INCENTIVE PLANS
Catamount Energy Corporation ("Catamount"), a wholly owned
subsidiary of Catamount Investment Corporation, also has an
annual Management Incentive Plan ("Catamount MIP") for officers
of Catamount approved annually by its Board of Directors. Under
the Catamount MIP, its Senior Vice President and General Manager
could receive 40% of his base salary if the maximum payout on all
of the standards were to be achieved. Additional amounts can be
added at the Catamount Board's discretion if objectives are
exceeded by more than 20%. Officers of the Company who are also
officers of Catamount may be granted an award by the Catamount
Board based upon the performance of Catamount and the Catamount
Board's subjective evaluation of each officer's individual
contribution to that performance. Amounts paid under the
Catamount MIP to three of the named executives, including Mr.
Barba, are set forth in the Bonus column of the Summary
Compensation Table.
In 1998, Catamount also established a Long Term Incentive
Plan ("Catamount LTIP") for its officers. The first potential
payout under Catamount's LTIP would be in year 2001 if
performance standards are met for 1998-2000. The maximum payout
under this plan, if all the objectives are fully met, is 25% of
the base salary of its Senior Vice President and General Manager.
OTHER PERQUISITES
It is the policy of the Committee not to compensate officers
through the use of perquisites. A car is provided to the CEO and
periodic medical examinations for all officers are available.
There are no other perquisites provided to any officer.
OTHER COMPENSATION COMMITTEE ITEMS
The Company is eligible for tax deductions for compensation
paid to its officers. As each officer's compensation is less than
the one million dollar pay cap enacted by Congress as part of the
Omnibus Budget Reconciliation Act of 1994, the Company maintains
the tax treatment applicable to other employee compensation.
The Committee retains the services of an independent expert
to advise it with respect to the extent to which its pay
practices are consistent with prevailing industry standards.
With the assistance of its advisor, it aggressively reviews its
plans each year to assure that it competitively pays and rewards
executives to act in the interests of the ratepayers and the
shareholders.
COMPENSATION COMMITTEE MEMBERS:
Patrick J. Martin, Chairperson
Frederic H. Bertrand
Rhonda L. Brooks
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
- - ---------------------------------------
The SEC requires that the Company include in its proxy
statement a line-graph presentation comparing cumulative,
five-year shareholder returns on an indexed basis with the S&P 500
Stock Index and either a published industry or line-of-business
index or an index of peer companies selected by the Company. The
Board of Directors has selected for its peer group index a stock
index compiled by the Edison Electric Institute ("EEI Index"),
because it is the most comprehensive and representative in as
much as it includes stock performance data for investor-owned
electric utility companies.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
CENTRAL VERMONT, EEI INDEX, S & P 500
<S> <C> <C> <C> <C> <C> <C>
1993 1994 1995 1996 1997 1998
CVPS 100.00 70.80 74.42 71.18 97.12 70.89
EEI Index 100.00 88.43 115.86 117.25 149.33 170.07
S&P 500 100.00 101.32 139.14 170.79 227.39 291.86
Assumes $100 Invested on December 31, 1993
*Total Return Assumes Quarterly Reinvestment of Dividends
</TABLE>
EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS
The following table sets forth all cash compensation paid or
to be paid by the Company and its subsidiaries, as well as the
number of stock option awards earned during the last three fiscal
years by the Company's CEO and the four most highly compensated
executive officers whose salary and bonus for services rendered
to the Company and its subsidiaries in all capacities for 1998
exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
-------------------------- ------------
Securities All Other
Name and Principal Salary Bonus Underlying Compensation
Position (1) Year ($) (2) ($)(3) Options/SARs(#) ($) (4)
- - ---------------------- ---- --------- -------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Robert H. Young 1998 254,400 14,586 53,000/0 7,127
President and CEO 1997 246,758 9,897 35,500/0 7,049
1996 231,420 50,601 12,000/0 6,906
Francis J. Boyle 1998 169,286 7,174 12,500/0 6,665
Senior Vice President, 1997 159,175 4,654 12,500/0 6,589
CFO and Treasurer 1996 150,550 23,312 5,900/0 482
Kent R. Brown (5) 1998 174,250 --- 12,500/0 6,914
Senior Vice President, 1997 176,081 --- 12,500/0 2,114
Engineering and 1996 42,500 5,113 7,500/0 295
Operations
Douglas D. Sinclair (5) 1998 175,000 6,178 12,500/0 3,203
Vice President and 1997 117,788 35,000 12,000/0 61,737
General Manager,
Business Development
L. Douglas Barba 1998 138,600 48,620 9,000/0 5,881
Senior Vice President 1997 143,702 32,990 9,000/0 5,583
and General Manager, 1996 128,389 27,946 3,550/0 5,490
Catamount Energy
Corporation (6)
</TABLE>
(1) - The principal positions listed were held as of December
31, 1998.
(2) - Includes compensation deferred at the election of
executive officers named, and includes for Mr. Young - director's
retainers and fees earned from Vermont Electric Power Company and
compensation for services performed for Vermont Yankee for which
the Company was reimbursed.
(3) - Includes incentive awards by Catamount Energy Corporation,
as follows for: Mr. Young: 1998 - $14,586, 1997 - $9,897, 1996 -
$10,000; Mr. Boyle: 1998 - $7,174, 1997 - $4,654, 1996 - $5,000;
Mr. Barba: 1998 - $48,620, 1997 - $32,990, 1996 - $27,946.
Pursuant to an employment agreement, includes $6,178 in 1998 and
$35,000 bonus in 1997 for Mr. Sinclair.
(4) - The total amounts shown in this column for 1998 are
comprised as follows:
- Company matching contributions to the Employee Savings and
Investment Plan (401(k)) includes for Mr. Young: $6,400; Mr.
Boyle: $6,201; Mr. Brown: $6,400; Mr. Sinclair: $2,766; Mr.
Barba: $5,544
- Taxable term cost on executive split-dollar insurance.
(An insurance plan that gives both employer and employee an
interest in the policy death benefit on the employee's life) for
Mr. Young: $727; Mr. Boyle: $464; Mr. Brown: $514; Mr. Sinclair:
$437; Mr. Barba: $337
- Pay in lieu of taking vacation based on Company policy
for employees who qualify for Mr. Barba: $3,199
- Pursuant to an employment agreement, includes $61,380
for reimbursement of moving expenses including gross-up payments
for certain federal and state income tax obligations associated
with his relocation for Mr. Sinclair.
(5) - Compensation data for Mr. Brown is provided only for 1998,
1997 and a portion of 1996 because he was employed by the
Company commencing September 23, 1996. Compensation data for Mr.
Sinclair is provided for 1998 and a portion of 1997 because he
was employed by the Company commencing April 28, 1997.
(6) - Catamount Energy Corporation is a subsidiary of Catamount
Investment Corporation, a subsidiary of Central Vermont Public
Service Corporation.
STOCK OPTIONS
The following table sets forth stock options granted to the
Company's current most highly compensated executive officers
during 1998 under the Company's Stock Option Plan. Under SEC
regulations, companies are required to project an estimate of
appreciation of the underlying shares of stock during the option
term. The Company has chosen a binomial model approved by the
SEC. However, the ultimate value will depend on the market value
of the Company's stock at a future date, which may or may not
correspond to the projections below.
OPTION/STOCK APPRECIATION RIGHTS GRANTS TABLE
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
--------------------------------------
% of
Number of Total
Securities Options/
Underlying SARs
Options/ Granted to Exercise Grant
SARs Employees Or Base Date
Granted In Fiscal Price Expiration Present
Name (#) (1) Year ($/Sh) Date Value($)(2)
- - ---- -------- --------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Robert H. Young 53,000/0 38.8% $14.625 5/05/08 $117,741
Francis J. Boyle 12,500/0 9.2% 14.625 5/05/08 27,769
Kent R. Brown 12,500/0 9.2% 14.625 5/05/08 27,769
Douglas D. Sinclair 12,500/0 9.2% 14.625 5/05/08 27,769
L. Douglas Barba 9,000/0 6.6% 14.625 5/05/08 19,994
</TABLE>
- - -----------------
(1) A total of 136,500 shares were awarded to all plan
participants under the Stock Option Plan. Stock options are
exercisable in whole or in part from the date of grant for a
period of ten years and one day.
(2) Per a binomial model as certified by an independent
consultant. The assumptions used for the Model are as follows:
Volatility- .1861 based on monthly stock prices for the period of
April 30, 1995 to April 30, 1998; Risk free rate of return -
6.25%; Dividend Yield - 6.57% over the period of April 30, 1995
to April 30, 1998; and a ten-year exercise term.
YEAR-END OPTION TABLE
The following table sets forth stock options exercised by
the Company's CEO and the four other most highly compensated
executive officers during 1998, and the number and value of all
unexercised options at year-end. The value of "in-the-money"
options refers to options having an exercise price which is less
than the market price of the Company's Common Stock on December
31, 1998.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year(FY)
-------------------------------------------------------
and Fiscal Year-End Option/SAR Values
-------------------------------------
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
Shares At FY-End (#) At FY-End ($)
Acquired Value Exercisable/ Exercisable/
Name Exercise # Realized($)(1) Unexercisable Unexercisable
- - ---- ---------- -------------- ------------- -------------
<C> <C> <C> <C> <C>
Robert H. Young -0- $-0- 123,000/0 $-0-/-0-
Francis J. Boyle -0- -0- 30,900/0 -0-/-0-
Kent R. Brown -0- -0- 32,500/0 -0-/-0-
Douglas D. Sinclair -0- -0- 24,500/0 -0-/-0-
L. Douglas Barba 9,000 22,500 21,550/0 -0-/-0-
</TABLE>
- - ------------------
(1) The dollar values in columns (c) and (e) are calculated by
determining the difference between the fair market value of the
securities underlying the options and the exercise or base price
of the options at exercise or fiscal year end, respectively.
No SAR's are granted by the Company under the 1997 Stock
Option Plan for Key Employees.
OFFICERS' SUPPLEMENTAL RETIREMENT PLAN
The Officers' Supplemental Retirement Plan (the "SERP") is
designed to supplement the retirement benefits available through
the Company's Pension Plan to the Company's executive officers.
The SERP is a part of the Company's overall strategy for
attracting and maintaining top managerial talent in the utility
industry.
The Board of Directors approved a redesign of the Company's
SERP commencing January 1, 1998 ("Redesigned SERP"). The
Redesigned SERP directly coordinates the benefits of the SERP
with the Pension Plan (i.e., target pension minus basic pension
equals supplemental pension). For the Redesigned SERP, the
target pension is based on the same formula as the Pension Plan
but also restores any amounts restricted by IRS limits under the
Pension Plan. The Redesigned SERP also reflects any incentives
from the MIP.
When the Board of Directors adopted the Redesigned SERP
commencing January 1, 1998, current executive officers at that
time were grandfathered under the previous SERP provisions
("Grandfathered SERP"). The named executive officers in the
Summary Compensation Table are covered under the Grandfathered
SERP. Under the Grandfathered SERP, each grandfathered
executive officer is entitled to receive, upon retirement at age
65, fifteen annual payments in amounts equal to a specified
percentage of the officer's final year's Base Salary (not
including variable pay, options or other form of remuneration).
The applicable percentages for the named executive officers in
the Summary Compensation Table are as follows: Mr. Young, 44%;
Messrs. Boyle, Brown, Sinclair and Barba, 33%. For grandfathered
executive officers, a reduced benefit is available as early as
age 55 with ten years of service. A death benefit of $100,000,
grossed up for taxes, is also provided to vested retirees covered
under the Grandfathered SERP.
Shown below is the estimated Company provided benefit
payable under the Grandfathered SERP for the named executive
officers in the Summary Compensation Table, assuming they were to
retire at age 65, and based on assumed final base pay amounts:
<TABLE>
<CAPTION>
Assumed Final
Annual Base Pay 33% 44%
$ $ $
- - --------------- ---- ----
<S> <C> <C>
100,000 33,000 44,000
120,000 39,600 52,800
140,000 46,200 61,600
160,000 52,800 70,400
180,000 59,400 79,200
200,000 66,000 88,000
220,000 72,600 96,800
240,000 79,200 105,600
260,000 85,800 114,400
280,000 92,400 123,200
300,000 99,000 132,000
</TABLE>
PENSION PLAN
The Pension Plan of Central Vermont Public Service
Corporation and Its Subsidiaries (the "Pension Plan") is a
defined benefit plan which covers employees, among others, who
are officers. The Company pays the full cost of the Pension
Plan.
The table below shows the annual amounts payable under the
present provisions of the Pension Plan as amended through
December 31, 1998, based on Final Average Earnings for various
years of service, assuming the employee would retire at age 65 in
1999.
<TABLE>
<CAPTION>
Assumed
- - -------
5-Year Final Years of Services
- - ------------ --------------------------------------------
Average Earnings 15 20 25 30 35
- - ---------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 80,000 $18,397 $24,529 $30,661 $36,793 $38,793
100,000 23,467 31,529 39,411 47,293 49,793
120,000 29,897 38,529 48,161 57,793 60,793
140,000 34,147 45,529 57,911 68,293 71,793
160,000 (1) 39,397 52,529 65,661 78,793 82,793
</TABLE>
- - -------------
(1) Internal Revenue Code Section 401(a)(17) limits earnings
used to calculate qualified plan benefits to $150,000 for 1995
and 1996, and $160,000 for 1997 and 1998.
Final Average Earnings is the highest five-year average of
consecutive years' compensation over an employee's career with
the Company. In 1998, compensation for this purpose was expanded
to include base salary plus incentive awards from the Management
Incentive Plans. Previously, compensation was defined as base
salary only.
The amounts above are payable for the life of the retiree
only, and would be reduced on an actuarial basis if survivor
options were chosen. In addition, no Social Security offset
applies to amounts above.
The credited years of service at December 31, 1998, under
the Pension Plan for the named executive officers in the Summary
Compensation Table were as follows: Mr. Young, 11.5 years; Mr.
Boyle, 3.2 years; Mr. Brown, 2.3 years; Mr. Sinclair, 1.7 years,
and Mr. Barba, 6.3 years.
CONTRACTS WITH MANAGEMENT
The Company has entered into severance compensation
agreements with Messrs. Young, Boyle, Brown, Sinclair and Barba
and five other executive officers of the Company. The agreements
were entered into on January 1, 1998 and continue in effect until
the earlier of (i) the fifth anniversary of such date or (ii) the
executive's normal retirement date under the Pension Plan.
Commencing on the third anniversary of the date of the agreement,
and on each anniversary thereafter, the term of the agreement is
automatically extended, absent 60 days prior written notice by
the Company, until the earlier of (x) three years from such
renewal date or (y) the executive's normal retirement date. They
provide that in the event of termination of employment, or a
significant change in employment status as defined in the
agreement, within three years following a change in control of
the Company, Messrs. Young, Boyle, Brown, Sinclair, Barba and
five other executive officers will receive 2.999 times their
average annual compensation for the preceding five or fewer years
of service and certain legal fees and expenses incurred as a
result of termination of employment.
The provisions of the agreement do not apply if the
executive officer retires, dies, is disabled, voluntarily
resigns, or is dismissed for cause following a change in control.
In exchange for agreeing to provide consulting services as
requested by the Company for one year and refraining from working
in competition with, or for a competitor of the Company for one
year, the agreement permits continued participation in and
retention of benefits under the Deferred Compensation Plan,
Officers' Supplemental Retirement Plan, and health and disability
plans. The extent of these provisions depends on an individual's
participation and circumstances, and is specified in each
agreement. For the Grandfathered SERP, the executive officers
with less than ten years of service would receive a payment
actuarially equivalent to benefits received under the Pension
Plan at age 65 with ten years of service, less any benefit paid
under the Pension Plan. For the Redesigned SERP, upon a change
of control event, the target pension is increased to reflect an
additional three years of service and an executive officer is
fully vested. The agreements also provide for the payment to
executive officers of an amount sufficient to offset any federal
excise tax on the termination payments under Section 4999 of the
Internal Revenue Code. Non-qualified stock options not
immediately exercisable will become exercisable in the event of a
change of control of the Company.
A change of control under the agreements is deemed to occur
if: (1) any person, corporation, partnership or group acquires
20% or more of the combined voting power of the Company's
outstanding securities; (2) there is a change in the membership
of the Board of Directors over a period of two consecutive years
in which the members of the Board at the beginning of the period
cease for any reason to be at least two-thirds of the Board at
the end of the period provided. This section does not apply,
however, if the nomination of each new director was approved by a
vote of at least two thirds of the directors then still in office
who were directors at the beginning of the period; or (3) if a
third party acquires ownership or voting power of 10% or more of
the outstanding voting securities of the Company, and
subsequently is a "public utility holding company" within the
meaning of the Public Utility Holding Company Act of 1935, or the
Company loses its exemption from or is required to register under
that Act. Mr. Barba's change of control also encompasses a
change of control of Catamount.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP, independent public
accountants, have audited the accounts of CVPS for 1998. They
have served as the Company's independent public accountants since
1985. Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting, to be available to respond to
appropriate questions, and to have the opportunity to make a
statement if they so desire.
2000 ANNUAL MEETING
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
A stockholder desiring to present a proposal at the
Company's year 2000 Annual Meeting of Stockholders and to have
such proposal considered for inclusion in the proxy materials for
such meeting should submit such proposal addressed to the
Secretary, Joseph M. Kraus, no later than November 30, 1999. Any
such proposal must comply with Rule 14a-8 of Regulation 14A of
the proxy rules of the SEC and will be omitted from or included
in the proxy material at the discretion of the Board of Directors
of the Company in accordance with such applicable laws and
regulations.
OTHER MATTERS
The only business to be presented to the meeting, by any
persons, of which the Company is aware is that which is specified
in said Notice of Meeting, and any action in connection with or
for the purpose of effecting the same. If any other matters
properly and legally come before the meeting, the persons named
as Proxies will vote upon them in accordance with their best
judgement. The Proxies have no knowledge of any such other
matters which may be so presented for action at the meeting.
By Order of the Board of Directors
ROBERT H. YOUNG
President and Chief Executive Officer
It is hoped that all of the Common Stockholders will be
represented in person or by proxy at the Annual Meeting. The
Board of Directors earnestly urges that you VOTE, SIGN AND DATE
the enclosed proxy, whether or not you are able to attend the
meeting in person. PROXIES SHOULD BE MAILED IN THE ADDRESSED
RETURN ENVELOPE ENCLOSED FOR THAT PURPOSE IN ORDER TO REACH THE
OFFICE OF THE COMPANY NOT LATER THAN MAY 4, 1999. The giving of
such proxy will not affect your right to vote in person should it
later be found convenient for you to attend. Any proxy given is
revocable at any time prior to the voting of the share or shares
represented thereby.
<PAGE>
EXHIBIT A
Central Vermont Public Service Corporation
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040
IMPORTANT
Please send in your proxy today.
Please vote, sign, date and return the proxy card below in the
envelope provided. If you do so now, the Company will avoid the
expense of follow-up solicitations.
Detach here
- - ---------------------------------------------------------------
PROXY
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
Proxy for Annual Meeting of Stockholders, May 4, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT L. BARNETT, ROBERT G.
CLARKE and LUTHER F. HACKETT as proxies, each with the power of
substitution, and hereby authorizes them to represent and to
vote, as designated on reverse side, all shares of Common Stock
of Central Vermont Public Service Corporation held of record by
the undersigned on February 24, 1999 at the Annual Meeting of
Stockholders to be held May 4, 1999, at the Killington Grand
Hotel Conference Center, Killington, Vermont, or at any and all
adjournments thereof.
This proxy when properly executed will be voted in the
manner indicated herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Article 1.
SEE REVERSE SEE REVERSE
SIDE (Continued, and to be signed on reverse side) SIDE
<PAGE>
Central Vermont Public Service Corporation
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040
IMPORTANT
Please send in your proxy today.
Please vote, sign, date and return the proxy card below in the
envelope provided. If you do so now, the Company will avoid the
expense of follow-up solicitations.
Detach here
- - ---------------------------------------------------------------
[X] Please mark
votes as in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ARTICLE 1.
(1) ELECTION OF DIRECTORS
NOMINEES FOR TERM EXPIRING IN YEAR 2002:
Rhonda L. Brooks, Patrick J. Martin, Robert H. Young
NOMINEE FOR TERM EXPIRING IN YEAR 2001:
Janice L. Scites
[ ] FOR ALL NOMINEES [ ] WITHHOLD FROM ALL NOMINEES
[ ] ___________________________________________________
To withhold vote for any nominee, write that nominee's name
above.
(2) In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting. IF
ANY SUCH OTHER BUSINESS IS PRESENTED FOR ACTION AT THE MEETING,
IT IS THE INTENTION OF THE PROXIES TO VOTE ALL SUCH MATTERS IN
ACCORDANCE WITH THEIR BEST JUDGEMENT.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please vote, sign, date and return the proxy card promptly using
the enclosed envelope.
Please sign exactly as your name(s) appear. Joint owners each
must sign. When signing as attorney, trustee, executor,
administrator or guardian, please give full title as such. If a
corporation, please sign in full corporate name and indicate the
signer's office. If a partnership, please sign in partnership
name by authorized person.
Signature:_______________________Date:__________
Signature:_______________________Date:__________
