GREEN MOUNTAIN POWER CORP, 10-K, 1994-03-31

GREEN MOUNTAIN POWER CORP
10-K, 1994-03-31
ELECTRIC SERVICES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

_X_ Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 [Fee Required]

For the fiscal year ended December 31, 1993

___ Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 [No Fee Required]

For the transition period from ________________ to __________________

Commission file number 1-8291

GREEN MOUNTAIN POWER CORPORATION
_____________________________________________
(Exact name of registrant as specified in its charter)

Vermont 03-0127430
___________________________ _____________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
incorporation or organization)

25 Green Mountain Drive
South Burlington, VT 05403
_________________________________ __________
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (802) 864-5731
___________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of each exchange on which registered

COMMON STOCK, PAR VALUE NEW YORK STOCK EXCHANGE
$3.33-1/3 PER SHARE

________________________________________________________________________
Securities registered pursuant to Section 12 (g) of the Act: None
________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes
__X__ No _____

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ___

The aggregate market value of the voting stock held by
nonaffiliates of the registrant as of March 18, 1994, was
$138,239,725.00 based on the closing price for the Common Stock on the
New York Stock Exchange as reported by The Wall Street Journal.

The number of shares of Common Stock outstanding on March 18, 1994,
was 4,532,450.

DOCUMENTS INCORPORATED BY REFERENCE

The Company's Definitive Proxy Statement relating to its Annual
Meeting of Stockholders to be held on May 19, 1994, to be filed with the
Commission pursuant to Regulation 14A under the Securities Exchange Act
of 1934, is incorporated by reference in Items 10, 11, 12 and 13 of
Part III of this Form 10-K.

PART I

ITEM 1. BUSINESS

THE COMPANY

Green Mountain Power Corporation (the "Company") is a public utility
operating company engaged in supplying electrical energy in the State of
Vermont in a territory with an estimated population of 195,000. It serves
approximately 79,500 customers. For the year ended December 31, 1993, the
Company's sources of revenue were derived as follows: 33.2% from
residential and lease customers, 31.6% from small commercial and industrial
customers, 21.1% from large commercial and industrial customers, 9.6% from
sales to other utilities, and 4.5% from other sources. For the same
period, the Company's energy resources for retail and requirements
wholesale sales were obtained as follows: 42.5% from hydroelectric sources
(6.6% Company-owned, 1.6% New York Power Authority ("NYPA"), 28.6% Hydro-
Quebec and 5.7% small power producers), 28.5% from nuclear generating
sources (the Vermont Yankee plant described below), 14.8% from coal
sources, 1.1% from natural gas, 0.7% from oil and 0.4% from wood. The
remaining 12.0% was purchased on a short-term basis from other utilities
and through the New England Power Pool ("NEPOOL"). In 1993, the Company
purchased 91.8% of the energy required to satisfy its retail and
requirements wholesale sales (including energy purchased from Vermont
Yankee and under other long-term purchase arrangements). See Note K of
Notes to Consolidated Financial Statements.

A major source of the Company's power supply is its entitlement to a
share of the power generated by the 520-MW Vermont Yankee nuclear
generating plant owned and operated by Vermont Yankee Nuclear Power
Corporation ("Vermont Yankee"), in which the Company has a 17.9% equity
interest. For information concerning Vermont Yankee, see "Power Resources
- - Vermont Yankee."

The Company participates in NEPOOL, a regional bulk power transmission
organization established to assure the reliability and economic efficiency
of power supply in the Northeast. The Company's representative to NEPOOL
is the Vermont Electric Power Company, Inc. ("VELCO"), a transmission
consortium owned by the Company and other Vermont utilities, in which the
Company has a 30% equity interest. As a member of NEPOOL, the Company
benefits from increased efficiencies of centralized economic dispatch,
availability of replacement power for scheduled and unscheduled outages of
its own power sources, sharing of bulk transmission facilities and reduced
generation reserve requirements.

The principal territory served by the Company comprises an area
roughly 25 miles in width extending 90 miles across north central Vermont
between Lake Champlain on the west and the Connecticut River on the east.
Included in this territory are the cities of Montpelier, Barre, South
Burlington, Vergennes and Winooski, as well as the Village of Essex
Junction and a number of smaller towns and communities. The Company also
distributes electricity in four noncontiguous areas located in southern and
southeastern Vermont that are interconnected with the Company's principal
service area

Note: Included in the energy sales and operating statistics described in
this Annual Report on Form 10-K are NYPA lease transmissions. For
information concerning NYPA lease transmissions, see "Power Resources - New
York Power Authority."

through the transmission lines of VELCO and others. Included in these
areas are the communities of Vernon (where the Vermont Yankee plant is
located), Bellows Falls, White River Junction, Wilder, Wilmington and
Dover. During 1993, the Company also supplied six firm wholesale
customers, including four municipal and two cooperative utilities in
Vermont and two utilities in other states. The Company is obligated to
meet the changing electrical requirements of these wholesale customers, in
contrast to the Company's obligation to other wholesale customers, which is
limited to specified amounts of capacity and energy established by
contract.

Major business activities in the Company's service areas include
computer assembly and components manufacturing (and other electronics
manufacturing), granite fabrication, service enterprises such as
government, insurance and tourism (particularly winter recreation), and
dairy and general farming.

During the years ended December 31, 1993, 1992 and 1991, electric
energy sales to International Business Machines Corporation ("IBM"), the
Company's largest customer, accounted for 13.6%, 13.8% and 13.0%,
respectively, of the Company's operating revenues in those years. No other
retail customer accounted for more than one percent of the Company's
revenue.

RECENT RATE DEVELOPMENTS

On October 1, 1993, the Company filed a request with the Vermont
Public Service Board ("VPSB") to increase retail rates by 8.6%. The
increase is needed primarily to cover the cost of buying power from
independent power producers, the cost of energy conservation programs, the
cost of plant additions made in the past two years, and costs incurred in
1992 and 1993 associated with the Company's response to the Environmental
Protection Agency's ("EPA") Remedial Investigation/Feasibility Study
("RI/FS") and proposed remedy at the Pine Street Marsh site and with the
Company's litigation against its previous insurers seeking recovery of past
costs incurred and indemnity against future liabilities in connection with
the site. On January 28, 1994, the Company and the other parties in the
proceeding reached a settlement agreement providing for a 2.9% retail rate
increase effective June 15, 1994, and a target return on equity for utility
operations of 10.5%. The settlement agreement also provided for the
Company's recovery in rates of $4,200,000 in costs associated with the Pine
Street Marsh site. The agreement must be reviewed and approved by the VPSB
before it can take effect.

CONSTRUCTION

The Company's capital requirements result from the need to construct
facilities or to invest in programs to meet anticipated customer demand for
electric service. The policy of the Company is to increase diversification
of its power supply and other resources through various means, including
power purchase and sales arrangements, and relying on sources that
represent relatively small additions to the Company's mix to satisfy
customer requirements. This permits the Company to meet its financing
needs in a flexible, orderly manner. Planned expenditures for the next
five years will be primarily for transmission, distribution and
conservation projects.

Capital expenditures over the past three years and forecasted for the
next five years are as follows:

Total Net
Generation Transmission Distribution Conservation Other Expenditures
(Dollars in thousands and net of AFUDC and Customer Advances for Construction)
<S> <C> <C> <C> <C> <C> <C>
Actual
1991 $ 2,038 $ 1,682 $ 7,628 $ 2,269 $ 2,564 $ 16,181
1992 868 1,766 7,320 3,144 2,925 16,023
1993 1,747 1,605 9,093 8,136 2,937 23,518

Forecasted
1994 $ 709 $ 829 $ 7,849 $ 6,975 $ 3,618 $ 19,980
1995 7,567 999 7,132 6,776 2,402 24,876
1996 1,978 1,499 7,301 6,497 2,251 19,526
1997 1,579 999 7,386 5,867 2,386 18,217
1998 1,579 999 7,386 5,430 2,386 17,780

</TABLE>

Construction projections are subject to continuing review and may be
revised from time-to-time in accordance with changes in the Company's
financial condition, load forecasts, the availability and cost of labor and
materials, licensing and other regulatory requirements, changing
environmental standards and other relevant factors.

For the period 1991-1993, internally generated funds, after payment of
dividends, provided approximately 47% of total capital requirements for
construction, sinking fund obligations and other requirements, including
working capital. Internally generated funds provided 46% of such
requirements for 1993. It is expected that funds so generated will provide
approximately 67% of such requirements for the period 1994 through 1998,
with the remainder to be derived through short-term borrowings and the
issuance of senior securities and common stock.

In November 1993, the Company sold $20 million of its first mortgage
bonds in two components: $15 million that will mature in 2018 and $5
million that will mature in 2000. The 2018 and 2000 bonds will bear
interest at the rates of 6.7% and 5.71%, respectively. The proceeds from
the sale of such bonds were used to refinance existing debt, to finance
construction and conservation expenditures, and for other corporate
purposes.

The Company anticipates issuing additional shares of its common stock
in 1994. The amount and timing of such issuance will depend upon the
financial condition of the Company, prevailing market conditions and other
relevant factors.

In connection with the foregoing, see Management's Financial Analysis
in Item 7 herein and the material appearing under the caption "Power
Resources."

OPERATING STATISTICS
For the Years Ended December 31
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
---------- ---------- ---------- ---------- ----------

<S> <C> <C> <C> <C> <C>
Net System Capability During Peak Month (MW)
Hydro (1)............................................ 174.9 160.6 161.3 119.6 121.4
Lease transmissions.................................. 3.9 5.7 5.7 9.4 9.4
Nuclear (1).......................................... 109.5 109.6 85.0 67.6 67.6
Conventional steam................................... 92.6 95.0 88.5 114.4 157.4
Internal combustion.................................. 71.0 47.4 52.0 47.7 13.9
Combined cycle....................................... 22.8 21.6 22.6 22.8 22.8
---------- ---------- ---------- ---------- ----------
Total capability (MW).............................. 474.7 439.9 415.1 381.5 392.5
Net system peak...................................... 307.3 314.4 308.5 301.9 322.6
---------- ---------- ---------- ---------- ----------
Reserve (MW)......................................... 167.4 125.5 106.6 79.6 69.9
========== ========== ========== ========== ==========
Reserve % of peak.................................... 54.5% 39.9% 34.6% 26.4% 21.7%

Net Production (MWH)
Hydro (1)............................................ 751,078 641,525 611,658 784,358 749,029
Lease transmissions.................................. 15,425 58,374 67,600 66,235 151,391
Nuclear (1).......................................... 598,245 665,034 731,582 671,563 618,102
Conventional steam................................... 748,626 762,451 799,781 859,059 928,184
Internal combustion.................................. 2,849 1,504 3,809 1,176 9,299
Combined cycle....................................... 40,966 60,138 104,344 90,825 138,732
---------- ---------- ---------- ---------- ----------
Total production...................................2,157,189 2,189,026 2,318,774 2,473,216 2,594,737
Less nonrequirements sales to other utilities........ 271,224 273,087 448,110 587,475 710,055
---------- ---------- ---------- ---------- ----------
Production for requirements sales....................1,885,965 1,915,939 1,870,664 1,885,741 1,884,682
Less requirements sales & lease transmissions (MWH)..1,749,454 1,794,986 1,742,308 1,759,393 1,726,177
---------- ---------- ---------- ---------- ----------
Losses and company use (MWH)......................... 136,511 120,953 128,356 126,348 158,505
========== ========== ========== ========== ==========
Losses as a percentage of total production............. 6.33% 5.53% 5.54% 5.11% 6.11%
System load factor (2)................................. 68.7% 68.5% 67.9% 69.5% 64.4%

Sales and Lease Transmissions (MWH)
Residential - GMP.................................... 541,579 505,234 483,998 500,163 446,972
Lease transmissons................................... 15,425 58,374 67,600 67,370 135,147
---------- ---------- ---------- ---------- ----------
Total Residential.................................. 557,004 563,608 551,598 567,533 582,119
Commercial & industrial - small...................... 593,560 582,594 571,818 580,562 571,282
Commercial & industrial - large...................... 529,372 539,665 519,201 519,688 499,562
Other................................................ 8,868 6,312 2,770 (4,726) 11,197
---------- ---------- ---------- ---------- ----------
Total retail sales and lease transmissions.........1,688,804 1,692,179 1,645,387 1,663,057 1,664,160
Sales to municipals and cooperatives and
other requirements sales........................... 60,650 102,807 96,921 96,335 62,017
---------- ---------- ---------- ---------- ----------
Total requirements sales...........................1,749,454 1,794,986 1,742,308 1,759,392 1,726,177
Other sales for resale............................... 271,224 273,087 448,110 587,474 725,382
---------- ---------- ---------- ---------- ----------
Total sales and lease transmissions................2,020,678 2,068,073 2,190,418 2,346,866 2,451,559
========== ========== ========== ========== ==========

Average Number of Electric Customers
Residential.......................................... 67,994 67,201 66,406 65,553 64,330
Commercial and industrial - small.................... 11,447 11,245 11,215 11,300 10,956
Commercial and industrial - large.................... 25 24 24 23 22
Other................................................ 74 73 71 71 69
---------- ---------- ---------- ---------- ----------
Total.............................................. 79,540 78,543 77,716 76,947 75,377
========== ========== ========== ========== ==========

Average Revenue per KWH (Cents)
Residential including lease revenues................. 8.94 8.44 8.06 7.54 6.76
Lease charges........................................ 0.06 0.41 0.26 0.25 0.42
---------- ---------- ---------- ---------- ----------
Total Residential.................................. 9.00 8.85 8.32 7.79 7.18
Commercial and industrial - small.................... 7.97 7.82 7.53 6.99 6.78
Commercial and industrial - large.................... 5.96 5.89 5.72 5.30 5.16
Total retail including lease revenues................ 7.86 7.56 7.29 6.79 6.39

Average Use and Revenue Per Residential Customer
Kilowatt hours including lease transmissions......... 8,192 8,387 8,306 8,658 9,049
Revenues including lease revenues.................... $733 $707 $670 $653 $611

</TABLE>

(1) See Note K of Notes to Consolidated Financial Statements.
(2) Load factor is based on net system peak and firm MWH
production less off-system losses.

DEMAND-SIDE MANAGEMENT

The Company has committed itself to the development and implementation
of demand-side management programs as part of its long-term resource
strategy. These programs are aimed at improving the match between customer
needs and the Company's ability to supply those needs at a reasonable cost.
Energy conservation, load management and efficient electric use are central
to these program efforts and provide the means for controlling operating
expenses and requirements for additional capital investment. With more
efficient electric consumption, the use of existing resources can be
optimized. Demand-side management program components, energy conservation,
load-management and efficient electric use also provide customers with
options and choices with respect to their use and cost of electric service.

Due to the economics of New England's current excess power supply
market, the Company is expected to reevaluate demand-side management
program design in 1994 to take into account lower marginal avoided costs.
This program redesign may entail program modifications, curtailment or
deferment, the addition of strategies for strategic efficient load growth,
and modification of existing energy conservation measures.

Integrated Resource Plan. In 1990, the Company entered into a
collaborative design agreement with the Vermont Department of Public
Service, the Conservation Law Foundation and other interested parties to
assist with the development of its demand-side management plans. This
collaborative design process culminated with an agreement on the design of
eleven specific demand-side management programs and on issues related to
regulatory approval and cost recovery for program implementation. These
demand-side management programs were filed with the VPSB in May 1991. The
VPSB approved these programs in September 1991.

In October 1991, the Company completed development of its second
formal Integrated Resource Plan. The Plan identified the most cost-
effective composite of supply- and demand-side resource alternatives to
meet the anticipated future energy needs of the Company's customers;
integrated the planning functions of the energy supply, demand-side
management, finance and engineering areas of the Company; and incorporated
the implementation of those specific demand-side management programs
approved by the VPSB in 1991. The Plan forecasted an increasing role for
demand-side management in future Company operations. Planned demand-side
management programs are projected to meet approximately one-third of the
Company's expected load growth into the next century.

Current engineering and economic assumptions vary from those used in
the Company's October 1991 Integrated Resource Plan. Avoided power supply
costs have declined considerably. As a consequence, it is likely that the
pace of demand-side management expenditures could change.

Rate Design. The Company seeks to design rates to encourage the
shifting of electrical use from peak hours. Since 1976, the Company has
offered optional time-of-use rates for residential and commercial
customers. Currently, approximately 3,000 of the Company's residential
customers continue to be billed on the original 1976 time-of-use rate
basis. In 1987, the Company received regulatory approval for a new rate
design that permits it to charge prices for electric service that reflect
as accurately as possible the cost burden imposed by each customer class.
The Company depends on fair pricing to keep customers satisfied and to make
predictable the customer use of its power supply so that it can keep
control of its costs. This rate structure helps to achieve these goals.
Since inefficient use of electricity increases its cost, customers who are
charged prices that reflect the cost of providing electrical service have
real incentives to follow the most efficient usage patterns. Included in
the VPSB's order approving this rate design was a requirement that the
Company's 4,000 largest customers be charged time-of-use rates on a phased-
in basis by 1994. As of April 1, 1991, approximately 1,300 of the
Company's largest customers, comprising 48% of retail revenues, were
successfully converted to time-of-use rates. During 1991 additional
implementation of time-of-use rates was discontinued until further research
on the cost effectiveness of time-of-use rates for small customers is
performed. This work is continuing and will be reflected in the Company's
next rate design proceeding, expected to be filed during the second quarter
of 1994.

Dispatchable and Interruptible Service Contracts. In 1993, the
Company had dispatchable and interruptible power contracts with four major
ski areas, interruptible only contracts with three other customers and
dispatchable-only contracts with four customers. The dispatchable portions
of the contracts allow customers to purchase additional energy when the
Company has low-cost electricity available ("dispatchable hours"), while
the interruptible portions of the contracts allow the Company to avoid
power supply capacity charges by reducing the Company's capacity
requirements. Due to the surplus capacity in the region, the Company
suspended the interruptible portions of the contracts but continued to
offer the dispatchable portions to its customers.

In 1993, the Company revised its tariffs to permit other commercial
customers to participate in the dispatchable and interruptable service
contract program if their load requirements made it practical for them to
do so. As of the end of 1993, three additional customers had signed
contracts to participate in the program. By participating in the program
these customers can now buy electricity from the Company during
dispatchable hours without incurring a demand charge. The Company, in
turn, is able to retain customer load requirements that otherwise might
have been met through self-generation.

Ripple Load-Management System. The Company has operated a remote-
control load-management facility since 1976. This facility, referred to as
a "Ripple" system, allows the Company, from a central signaling point, to
switch off temporarily certain electrical appliances in customers' homes
that have a storage capacity, such as water heaters and thermal storage
heaters, thereby eliminating electric loads at discreet times. The
Company's present Ripple system consists of 7,100 installed signal
receivers, a central processing station and four signal injection stations.
Approximately 25% of the Company's eligible customers are participating in
this load-control program, which allows the Company to reduce system load
by four to five MW.

Commercial/Industrial Energy Management Services. In 1993, the
Company offered five commercial and industrial energy efficiency programs
to qualifying customers. These programs offer comprehensive technical
assistance to identify cost-effective electric energy efficiency
opportunities which may qualify for financial incentives. In addition,
fuel-switching opportunities are identified for customers, although no
direct financial incentives are provided. Approximately 1,000 customers
participated in these programs in 1993, resulting in an approximate savings
of 16,000 MWh. In 1993, the Company achieved approximately 160% of its
energy savings targets developed in the collaborative design agreement
discussed above, with the overall program performance (residential,
commercial and industrial) of approximately 145% of the energy savings
targets.

Residential Energy Management Services. In 1993, the Company offered
six demand-side management programs to serve residential customers. The
VPSB had approved these programs in 1991. These programs offer a variety
of services to assist customers to identify and implement appropriate
electric energy strategies or fuel-switching opportunities for their
residences. In the case of electric efficiency improvements, the Company
will also offer various financial incentives for the installation of such
measures. Approximately 6,000 residential customers participated in these
programs in 1993 resulting in an annual savings of approximately 3,419 MWh.

POWER RESOURCES

The Company generated, purchased and (in the case of NYPA power)
transmitted 1,848,608 MWh of energy for retail and requirements wholesale
customers for the twelve months ended December 31, 1993. The corresponding
maximum one-hour integrated demand during that period was 307.3 MW on
February 1, 1993. This compares to the previous all-time peak of 322.6 MW
on December 27, 1989. The following tabulation shows the annual average
capacity, the source of such energy for the twelve-month period and the
capacity in the month of the period system peak. See also "Power Resources
- - Long-Term Power Sales."

1993 Average Net Generated and Net Generated and
Monthly Net Purchased Year Purchased in Month
Capability Ended 12/31/93 (a) of Annual Peak
____________ ___________________ ___________________
KW MWh % KW %
<S> <C> <C> <C> <C> <C>
WHOLLY OWNED PLANTS
Hydro 34,363 123,946 6.65 35,660 7.51
Diesel and Gas Turbine 63,487 2,320 0.12 74,370 15.67

JOINTLY OWNED PLANTS
Wyman #4 7,058 6,474 0.35 7,083 1.49
Stony Brook I 5,478 7,001 0.38 7,194 1.52
McNeil 6,412 11,561 0.62 6,567 1.38

OWNED IN ASSOCIATION W/OTHERS
Vermont Yankee Nuclear (b) 79,823 531,997 28.56 80,663 16.99

NYPA LEASE TRANSMISSIONS
State of Vermont (NYPA) 2,997 29,047 1.56 3,906 0.82

LONG-TERM PURCHASES
Hydro-Quebec 99,946 532,452 28.59 89,064 18.77
Merrimack #2 30,457 230,812 12.39 30,457 6.42
Stony Brook I 12,947 13,590 0.73 13,788 2.91
Small Power Producers 22,064 106,647 5.73 21,743 4.58
Rochester Gas & Electric 0 0 0 0 0

SHORT-TERM PURCHASES
Ontario Hydro #3 20,271 44,165 2.37 29,476 6.21
Other Utilities 40,597 218,100 11.71 73,739 15.54

NEPCO (STAMFORD) 664 4,465 0.24 901 0.19
______ _______ _____ ______ _____
Less System Sales Energy (13,969)

TOTAL 426,564 1,848,608 100.00 474,611 100.00
======= ========= ====== ======= ======

</TABLE>

NOTE: (a) Excludes losses on off-system purchases, totaling 37,357
MWh.
(b) Average annual capability associated with the Vermont
Yankee source
is adjusted to reflect system sale obligations.
See "Power Resources -- Long-Term Power Sales."

Vermont Yankee. The Company and Central Vermont Public Service
Corporation acted as lead sponsors in the construction of the Vermont
Yankee nuclear plant, a boiling-water reactor designed by General Electric
Company. The plant, which became operational in 1972, has a generating
capacity of 520 MW. Vermont Yankee has entered into power contracts with
its sponsor utilities, including the Company, that expire at the end of the
life of the unit. Pursuant to its Power Contract, the Company is required
to pay 20% of Vermont Yankee's operating expenses (including depreciation
and taxes), fuel costs (including charges in respect of estimated costs of
disposal of spent nuclear fuel), decommissioning expenses, interest expense
and return on common equity, whether or not the Vermont Yankee plant is
operating. In 1969, the Company sold to other Vermont utilities 2.735% of
its entitlement to the output of Vermont Yankee. Accordingly, those
utilities have an obligation to the Company to pay 2.735% of Vermont
Yankee's operating expenses, fuel costs, decommissioning expenses, interest
expense and return on common equity. Vermont Yankee has also entered into
capital funds agreements with its sponsor utilities that expire on December
31, 2002. Under its Capital Funds Agreement, the Company is required,
subject to obtaining necessary regulatory approvals, to provide 20% of the
capital requirements of Vermont Yankee not obtained from outside sources.
See Notes 1 and 2 of Notes to Financial Statements of Vermont Yankee.

On April 27, 1989, Vermont Yankee applied to the Nuclear Regulatory
Commission ("NRC") for an amendment to its operating license to extend the
expiration date from December 2007 to March 2012, in order to take
advantage of current NRC policy to issue operating licenses for a 40-year
term measured from the grant of the operating license. (Prior NRC policy,
under which the operating license was issued, called for a term of 40 years
from the date of the construction permit.) On August 22, 1989, the State
of Vermont, opposing the license extension, filed a request for a hearing
and petition for leave to intervene, which petition was subsequently
granted. On December 17, 1990, the NRC issued an amendment to the
operating license extending the expiration date until March 21, 2012, based
upon a "no significant hazards" finding by the NRC Staff and subject to the
outcome of the evidentiary hearing on the State of Vermont's assertions.
On July 31, 1991, Vermont Yankee reached a settlement with the State of
Vermont, and the State filed a withdrawal of its intervention. The
proceeding was dismissed on September 3, 1991.

During periods when Vermont Yankee is unavailable, the Company incurs
replacement-power costs in excess of those costs that the Company would
have incurred for power purchased from Vermont Yankee. Replacement power
is available to the Company from NEPOOL and through special contractual
arrangements with other utilities. Replacement-power costs adversely
affect cash flow and, absent deferral, amortization and recovery through
rates, would adversely affect reported earnings. Routinely, in the case of
scheduled outages for refueling, the VPSB has permitted the Company to
defer, amortize and recover these excess replacement power costs for
financial reporting and ratemaking purposes over the period until the next
scheduled outage. Vermont Yankee has adopted an 18-month refueling
schedule. In late August 1993, Vermont Yankee began a scheduled refueling
outage which was completed on October 26, 1993. Vermont Yankee's next
scheduled refueling is March 1995. In the case of unscheduled outages of
significant duration resulting in substantial unanticipated costs for
replacement power, the VPSB generally has authorized deferral, amortization
and recovery of such costs.

Vermont Yankee incurred capital expenditures of approximately
$7,229,000 in 1993, $10,750,000 in 1992 and $6,596,000 in 1991. Vermont
Yankee estimates capital expenditures amounting to approximately
$15,650,000 for 1994.

During the year ended December 31, 1993, the Company utilized 531,997
MWh of Vermont Yankee energy to meet 28.6% of its retail and requirements
wholesale sales. The average cost of electricity produced by the plant in
1993 was 5.3 cents per KWh. In 1993, Vermont Yankee had an annual capacity
factor of 76.9%, compared to 83.3% in 1992 and 91.2% in 1991.

The Price-Anderson Act currently limits public liability from a single
incident at a nuclear power plant to $9,400,000,000. Any liability beyond
$9,400,000,000 is indemnified under an agreement with the NRC. The first
$200,000,000 of liability coverage is the maximum provided by private
insurance. The Secondary Financial Protection program is a retrospective
insurance plan providing additional coverage up to $9,200,000,000 per
incident by assessing retrospective premiums of $79,300,000 against each of
the 116 reactor units in the United States that are currently subject to
the Program, limited to a maximum assessment of $10,000,000 per incident
per nuclear unit in any one year. The maximum assessment is to be adjusted
at least every five years to reflect inflationary changes.

The above insurance covers all workers employed at nuclear facilities
prior to January 1, 1988, for bodily injury claims. Vermont Yankee has
purchased a master worker insurance policy with limits of $200,000,000 with
one automatic reinstatement of policy limits to cover workers employed on
or after January 1, 1988. Vermont Yankee's estimated contingent liability
for a retrospective premium on the master worker policy as of December 1993
is $3,100,000. The secondary financial protection program referenced above
provides coverage in excess of the Master Worker policy.

HYDRO-QUEBEC:

Highgate Interconnection. On September 23, 1985, the Highgate
transmission facilities, which were constructed to import energy from
Hydro-Quebec in Canada, began commercial operation. The transmission
facilities at Highgate include a 200-MW AC-to-DC-to-AC converter terminal
and seven miles of 345-kV transmission line. VELCO built and operates the
converter facilities, which are jointly owned by a number of Vermont
utilities, including the Company.

NEPOOL/Hydro-Quebec Interconnection. VELCO and certain other NEPOOL
members have entered into agreements with Hydro-Quebec providing for the
construction in two phases of a direct interconnection between the electric
systems in New England and the electric system of Hydro-Quebec in Canada.
The Vermont participants in this project, which has a capacity of 2,000 MW,
will derive about 9% of the total power-supply benefits associated with the
NEPOOL/Hydro-Quebec interconnection. The Company, in turn, receives about
one-third of the Vermont share of those benefits.

The benefits of the interconnection include access to surplus
hydroelectric energy from Hydro-Quebec at a cost below that of the
replacement cost of power and energy otherwise available to the New England
participants; energy banking, under which participating New England
utilities will transmit relatively inexpensive energy to Hydro-Quebec
during off-peak periods and will receive equal amounts of energy, after
adjustment for transmission losses, from Hydro-Quebec during peak periods
when replacement costs are higher; and provision for emergency transfers
and mutual backup to improve reliability for both the Hydro-Quebec system
and the New England systems.

Phase I. The first phase ("Phase I") of the NEPOOL/Hydro-Quebec
Interconnection consists of transmission facilities having a capacity of
690 MW that traverse a portion of eastern Vermont and extend to a converter
terminal located in Comerford, New Hampshire. These facilities entered
commercial operation on October 1, 1986. Vermont Electric Transmission
Company, Inc. ("VETCO"), a wholly owned subsidiary of VELCO, was organized
to construct, own and operate those portions of the transmission facilities
located in Vermont. Total construction costs incurred by VETCO for Phase I
were $47,850,000. Of that amount, VELCO provided $10,000,000 of equity
capital to VETCO through sales of VELCO preferred stock to the Vermont
participants in the Project. The Company purchased $3,100,000 of VELCO
preferred stock to finance the equity portion of Phase I. The remaining
$37,850,000 of construction cost was financed by VETCO's issuance of
$37,000,000 of long-term debt in the fourth quarter of 1986 and the balance
of $850,000 was financed by short-term debt.

Under the Phase I contracts, each New England participant, including
the Company, is required to pay monthly its proportionate share of VETCO's
total cost of service, including its capital costs, as well as a
proportionate share of the total costs of service associated with those
portions of the transmission facilities to be constructed in New Hampshire
by a subsidiary of New England Electric System.

Phase II. Agreements executed in 1985 among the Company, VELCO and
other NEPOOL members and Hydro-Quebec, provided for the construction of the
second phase ("Phase II") of the interconnection between the New England
electric system and that of Hydro-Quebec. Phase II expands the Phase I
facilities from 690 MW to 2,000 MW, and provides for transmission of Hydro-
Quebec power from the Phase I terminal in northern New Hampshire to Sandy
Pond, Massachusetts. Construction of Phase II commenced in 1988 and was
completed in late 1990. The Phase II facilities commenced commercial
operation November 1, 1990, initially at a rating of 1,200 MW, and
increased to a transfer capability of 2,000 MW in July 1991. The Hydro-
Quebec-NEPOOL Firm Energy Contract provides for the import of economical
Hydro-Quebec energy into New England. The Company is entitled to 3.2% of
the Phase II power-supply benefits. Total construction costs for Phase II
were approximately $487,000,000. The New England participants, including
the Company, have contracted to pay monthly their proportionate share of
the total cost of constructing, owning and operating the Phase II
facilities, including capital costs, for 30 years. The agreements
providing for the operation and support of the Phase II facilities meet the
capital lease accounting requirements under SFAS 13. At December 31, 1993,
the present value of the Company's obligation was $11,000,000. The
Company's projected future minimum payments under the Phase II support
agreements are $501,311 for each of the years 1994-1998 and an aggregate of
$8,522,270 for the years 1999-2020.

The Phase II portion of the project is owned by New England Hydro-
Transmission Electric Company, Inc. and New England Hydro-Transmission
Corporation, subsidiaries of New England Electric System, in which certain
of the Phase II participating utilities, including the Company, own equity
interests.

The Company owns approximately 3.2% of the equity of the corporations
owning the Phase II facilities. During construction of the Phase II
project, the Company, as an equity sponsor, was required to provide equity
capital. At December 31, 1993, the capital structure of such corporations
was 40% common equity and 60% long-term debt.

Hydro-Quebec Power Supply Contracts. Under various contracts approved
by the VPSB, the details of which are described in the table below, the
Company purchases capacity and associated energy produced by the Hydro-
Quebec system. Such contracts obligate the Company to pay certain fixed
capacity costs whether or not energy purchases above a minimum level set
forth in the contracts are made. Such minimum energy purchases must be
made whether or not other, less expensive energy sources might be
available. These contracts are intended to complement the other components
in the Company's power supply to achieve the most economic power-supply mix
reasonably available.

July 1984 December 1987 Contract
Contract Schedule A Schedule B Schedule C3
__________ __________ __________ ___________
(Dollars in thousands)

<S> <C> <C> <C> <C>
Capacity Acquired 50 MW 17 MW 68 MW 46 MW

Contact Period 1985-1995 1990-1995 1995-2015 1995-2015

Minimum Energy Purchase 50% 50% 75% 75%
(annual load factor) (1992-1995)

Minimum Energy Charge $3,881 $2,134 $16,157 $11,060
(1993) (1993) (1995-2015)* (1995-2015)*
$3,785 $2,281
(1994-1995)* (1994-1995)

Annual Capacity Charge $3,379 $1,681 $16,663 $11,821
(1993) (1993) (1995-2015)* (1995-2015)*
$3,355 $1,691
(1994-1995)* (1994-1995)*

Average Cost per KWH 2.8 cents 5.5 cents 7.0 cents 7.3 cents
(1993) (1993) (1995-2015)** (1995-2015)**
2.7 cents 4.6 cents
(1994-1995)* (1994-1995)*

</TABLE>

* Estimated average
** Estimated average in nominal dollars, levelized over the period indicated.

On October 12, 1990, the VPSB granted conditional approval of the
Company's purchases pursuant to the contract with Hydro-Quebec entered into
December 4, 1987: (1) Schedule A -- 17 MW of firm capacity and associated
energy to be delivered at the Highgate interconnection for five years
beginning 1990; (2) Schedule B -- 68 MW of firm capacity and associated
energy to be delivered at the Highgate interconnection for twenty years
beginning in September 1995; and (3) Schedule C3 -- 46 MW of firm capacity
and associated energy to be delivered at interconnections to be determined
at a later time for 20 years beginning in November 1995. The opponents to
the December 1987 contract (principally the Crees, native peoples living in
northern Quebec) appealed the VPSB's October 1990 order to the Vermont
Supreme Court. On October 2, 1992, the Vermont Supreme Court affirmed the
VPSB's October 1990 order. On February 12, 1992, the VPSB issued an order
finding that the Company had complied with substantial conditions imposed
by the VPSB in its October 1990 order and approved the Company's purchase
under the December 1987 contract. In March 1992, the opponents to the
December 1987 contract appealed the VPSB'S February 1992 compliance order
to the Vermont Supreme Court. On May 7, 1993, the Vermont Supreme Court
affirmed the VPSB's compliance order approving the Company's purchases
under the December 1987 contract.

The Company anticipates that the Schedule C3 purchases will be
delivered over its entitlement to the NEPOOL/Hydro-Quebec interconnection
(Phase I and Phase II). If such interconnection is utilized, the Company
must forego certain savings associated with other energy deliveries and
capacity arrangements that would benefit the Company if the interconnection
were not utilized for delivery of the Schedule C3 purchases. The Company
believes that the benefits of the Schedule C3 purchases, if power is
delivered over such interconnection, will offset the value of the foregone
savings.

In September 1993, the Company negotiated a renewal of a short-term
"tertiary energy" contract with Hydro-Quebec under which Hydro-Quebec
delivers 61 MW of capacity and energy to the Company over the NEPOOL/Hydro-
Quebec interconnection. The electricity purchased under this tertiary
contract is priced at less than 2.5 cents per KWh. The benefits realized
by the Company from this favorably priced electricity will be greater than
those associated with deliveries foregone by the Company otherwise available
over the NEPOOL/Hydro-Quebec interconnection. This tertiary energy contract
will expire in August 1994. The Company anticipates that purchases of
tertiary energy will extend beyond August 1994, but will end when the
Schedule C3 deliveries begin in November 1995.

On September 27, 1990, the Canadian National Energy Board ("NEB")
issued its decision approving the export by Hydro-Quebec pursuant to the
December 1987 contract. The NEB, however, imposed a condition on its
approval: Hydro-Quebec's export license was to be deemed valid so long as
Hydro-Quebec obtained all federal and environmental approvals required for
any of its new hydroelectric generating units advanced in order to satisfy
Hydro-Quebec's contractual obligations. Hydro-Quebec and the Province of
Quebec appealed the imposition of this condition to the Federal Court of
Appeal. In a decision handed down on July 9, 1991, the Federal Court of
Appeal agreed with Hydro-Quebec's assertion that the NEB has no authority
to regulate the construction of hydroelectric generating units -- a matter
that lies exclusively within provincial jurisdiction under the Canadian
Constitution. The Federal Court of Appeal struck down the challenged NEB
license condition and otherwise affirmed the license. The opponents to the
December 1987 contract appealed the decision of the Federal Court of Appeal
to the Supreme Court of Canada. On February 24, 1994, the Supreme Court of
Canada rendered a decision reversing the judgment of the Federal Court of
Appeal, and reinstated the NEB decision, including the condition that
Hydro-Quebec had objected to.

The December 1987 contract also contains a provision that prohibits
Hydro-Quebec, for a period ending in 1995, from selling power under similar
terms and conditions to any other United States utility at a price lower
than the Company would pay unless the lower price is made available to the
Company. The price of the energy acquired under the December 1987 contract
will reflect adjustments in the United States Gross National Product
Implicit Price Deflator over the term of the contract. The price of the
capacity acquired will reflect adjustments in a pertinent construction cost
index (the Handy Whitman Index of Public Utility Construction Costs) until
the time deliveries begin. From the commencement of deliveries to the
expiration of the contract, the capacity price is essentially frozen.
(Some adjustments are made to reflect changes in financing costs over
time.) Based on current integrated resource analyses, the Company believes
that these contracts for Hydro-Quebec system power compare favorably with
alternative long-term resources available to the Company.

In 1993, the Company utilized 353,729 MWh of Hydro-Quebec energy under
the July 1984 contract, 67,833 MWh under the December 1987 contract
Schedule A and 110,890 MWh under the tertiary energy contract to meet 28.6%
of its retail and requirements wholesale sales. The average cost of Hydro-
Quebec electricity in 1993 was 3.4 cents per KWh. See Notes J and K-2 of
Notes to Consolidated Financial Statements.

New York Power Authority ("NYPA"). NYPA power provided 15,425 MWh to
the Vermont Department of Public Service (the "Department") customers,
delivered over the Company's facilities at an average retail rate of 0.9 cents
per KWh. As of August 1993, the Department chose not to continue retailing
NYPA power to the Company's customers. The Department now wholesales the
allocation of NYPA power to the Company who, in turn, delivers the power to
residential and farm customers. In addition, the Company purchased at
wholesale 13,622 MWh of NYPA power at an average cost of 1.3 cents per KWh in
1993. Under the allocation currently made by NYPA of NYPA power to states
neighboring New York, the amount of such power delivered to residential and
farm customers in the Company's service territory will be as follows:

Entitlements to Customers
in the Company's
Period Service Territory (MW)
------ -------------------------

July 1993 - June 1994 2.0
July 1994 - June 1995 0.3
July 1995 - June 1996 0.3
July 1996 - June 1997 0.3

Merrimack Unit #2. Merrimack Unit #2 is a coal-fired steam plant of
356-MW capacity located in Bow, New Hampshire, and owned by Northeast
Utilities. The Company is entitled to 30.457 MW of capacity and related
energy from the unit under a 30-year contract terminating May 1, 1998.
During the year ended December 31, 1993, the Company utilized 230,812 MWh
from the unit to meet 12.4% of its total retail and requirements wholesale
sales. Merrimack Unit #2 operated at a 73.1% annual capacity factor in
1993 and 66.8% in 1992. The average cost of electricity from this unit was
3.0 cents per KWh in 1993. See Note K-1 of Notes to Consolidated Financial
Statements.

Stony Brook I. The Massachusetts Municipal Wholesale Electric Company
("MMWEC") is principal owner and operator of a 343.0-MW combined-cycle
intermediate generating station -- Stony Brook I -- located in Ludlow,
Massachusetts, which commenced commercial operation in November 1981. The
Company entered into a Joint Ownership Agreement with MMWEC dated as of
October 1, 1977, whereby the Company acquired an 8.8% ownership share of
the plant, entitling the Company to 30.2 MW of capacity. In addition to
this entitlement, the Company has contracted for 13.8 MW of capacity for
the life of the Stony Brook I plant, for which it will pay a proportionate
share of MMWEC's share of the plant's fixed costs and variable operating
expenses. The three units that comprise Stony Brook I are primarily oil-
fired. Two of the units are also capable of burning natural gas. The
natural gas system at the plant was modified in 1985 to allow two units to
operate simultaneously on natural gas.

During 1993, the Company utilized 20,591 MWh from this plant to meet
1.1% of its retail and requirements wholesale sales at an average cost of
9.8 cents per KWh. See Note I-3 and K-1 of Notes to Consolidated Financial
Statements.

Ontario Hydro. The State of Vermont executed a five-year contract
with Ontario Hydro, commencing November 1, 1987, and expiring October 31,
1992, which provides for the purchase by the State of 73 MW of high-
availability power. The contract has options for increasing the power
purchased starting November 1 of 1988, 1989, 1990 and 1991, to a maximum of
88 MW, 98 MW, 108 MW and 112 MW, respectively. This contract can be
extended for three additional five-year periods. The maximum option
increases have been exercised. The Company receives a share of the Ontario
Hydro power imported by the State. The Company's obligation under this
contract terminated as of December 1993. The Company's average share of
such power for 1993 was 20.3 MW, and 44,165 MWh of Ontario Hydro energy
were utilized to meet 2.4% of its retail and requirements wholesale sales.
The average cost of this power was 5.3 cents per KWh in 1993.

Wyman Unit #4. The W. F. Wyman Unit #4, which is located in Yarmouth,
Maine, is an oil-fired steam plant with a capacity of 619 MW. The
construction of this plant was sponsored by the Central Maine Power
Company. The Company has a joint-ownership share of 1.1% (7.1 MW) in the
Wyman #4 unit, which began commercial operation in December 1978.

During 1993, the Company utilized 6,474 MWh from this unit to meet
0.3% of its retail and requirements wholesale sales at an average cost of
5.3 cents per KWh. See Note I-3 of Notes to Consolidated Financial Statements.

McNeil Station. The J. C. McNeil station, which is located in
Burlington, Vermont, is a wood chip and gas-fired steam plant with a
capacity of 53.6 MW. The Company has an 11% or 5.9 MW interest in the J.
C. McNeil plant, which began operation in June 1984. During 1993, the
Company utilized 11,561 MWh from this unit to meet 0.5% of its retail and
requirements wholesale sales at an average cost of 7.0 cents per KWh. In 1989,
the plant added the capability to burn natural gas on an as-
available/interruptible service basis. See Note I-3 of Notes to
Consolidated Financial Statements.

New York Power Purchases:

Rochester Gas and Electric Corporation. In 1988, the Company entered
into a ten-year contract with Rochester Gas and Electric Corporation
("RG&E") for the purchase of up to 50 MW of firm power and associated
energy. This flexible contract allows the Company the discretion of
purchasing from 0 MW to 50 MW on a weekly basis. The Company has no
obligation to purchase power in any week. When the Company elects to
schedule a purchase, however, it must take and pay for energy at a 75% load
factor, or pay a penalty, in the week of the purchase. Although the
Company has no fixed capacity payments, it must pay to reserve transmission
from the Niagara Mohawk Power Corporation ("Niagara Mohawk") for the 50-MW
maximum purchase. Both RG&E and the Company have the option to terminate
the contract effective 1995.

Pursuant to an agreement with Connecticut Light and Power Corporation
("CL&P") and Bozrah Light and Power Company ("Bozrah") that was finalized
in December 1992, the Company exercised the option to terminate the RG&E
contract and the transmission contract with Niagara Mohawk that supports it
effective October 31, 1995. The Company also agreed to offer RG&E power to
CL&P for purchase on a weekly basis through the remaining term of the RG&E
contract, and to terminate a contract under which the Company supplied all
of the electrical requirements of Bozrah, a small electric utility
operating in Gilman, Connecticut. In return, CL&P, which will replace the
Company as the supplier of electricity to Bozrah, will assume
responsibility for approximately 75% of the fixed costs of the transmission
contract with Niagara Mohawk, and will provide the Company with up to 50 MW
of system power, to be scheduled on a weekly basis, at a total price
expected to be lower than that provided under the existing RG&E contract.
In addition, CL&P has offered the Company an option, which may be exercised
in yearly increments starting in July 1994, to purchase up to 50 additional
MW of system power for the period July 1995 through December 2004.

The Company expects that the reductions in its purchased power and
fixed transmission costs derived from this three-party agreement will more
than offset the loss of revenues associated with the termination of its
electricity sales contract with Bozrah. The arrangement was approved by
FERC effective May 1, 1993.
Estimated Charges
1993
Annual Transmission Reservations $300,000
Average Cost per kWh (1993)(1)
4.1 cents (1994-1995)

(1) No power purchases were made under the RG&E or CL&P contracts described
above during 1993.

Small Power Production. The VPSB has adopted rules that implement for
Vermont the purchase requirements established by federal law in the Public
Utility Regulatory Policies Act ("PURPA") of 1978. Under the rules, small
power producers have the option to sell their output to a central state
purchasing agent under a variety of long- and short-term, firm and non-firm
pricing schedules, each of which is based upon the projected Vermont
composite system's power costs which would be required but for the
purchases from small producers. The state purchasing agent assigns the
energy so purchased, and the costs of purchase, to each Vermont retail
electric utility based upon its pro rata share of total Vermont retail
energy sales. Utilities may also contract directly with producers. The
rules provide that all reasonable costs incurred by a utility under the
rules will be included in the utilities' revenue requirements for
ratemaking purposes.

Currently, the state purchasing agent, Vermont Power Exchange, Inc.,
is authorized to seek 150 MW of power from qualifying facilities under
PURPA, of which the Company's current pro rata share would be 32.6% or
48.8 MW.

In 1993, the Company, through both its direct contracts and the
Vermont Power Exchange, purchased 106,647 MWh of small power production to
meet 5.7% of its retail and requirements wholesale sales at an average cost
of 10.0 cents per KWh.

Short-Term Opportunity Purchases and Sales. The Company has made
arrangements with several utilities in New England and New York whereby the
Company may make purchases or sales of utility system power on short notice
and generally for brief periods of time when it appears economic to do so.
Opportunity purchases are arranged when it is possible to purchase power
from another utility for less than it would cost the Company to generate
the power with its own sources. Purchases also help the Company save on
replacement-power costs during an outage of one of its base load sources.
Opportunity sales are arranged when the Company has surplus energy
available at a price that is economic to other regional utilities at any
given time. The sales are arranged based on forecasted costs of supplying
the incremental power necessary to serve the sale. The price is set so as
to recover the forecasted fuel and capacity costs.

During 1993, the Company purchased 222,565 MWh, 11.9% of the Company's
retail and requirements wholesale sales, at an average cost of 2.4 cents
per KWh under such arrangements.

NEPOOL. As a participant of NEPOOL, through VELCO, the Company takes
advantage of pool operations with central economic dispatch of
participants' generating plants, pooling of transmission facilities and
economy and emergency exchange of energy and capacity. The NEPOOL
agreement also imposes obligations on the Company to maintain a generating
capacity reserve as set by the Pool, but which is lower than the reserve
which would be required if the Company were not a Pool participant.

Company Hydroelectric Power. The Company wholly owns and operates
eight hydroelectric generating facilities, the largest of which has a
generating output of 8.8 MW, located on river systems within its service
area. In 1993, these plants provided 123,946 MWh of low-cost energy,
meeting 6.6% of the Company's retail and requirements wholesale sales at an
average cost of 0.9 cents per KWh. See "State and Federal Regulation."

VELCO. The Company, together with six other Vermont electric
distribution utilities, owns VELCO. Since commencing operation in 1958,
VELCO has transmitted power for its owners in Vermont, including power from
NYPA and other power contracted for by Vermont utilities. VELCO also
purchases bulk power for resale at cost to its owners, and as a member of
NEPOOL, represents all Vermont electric utilities in pool arrangements and
transactions. See Note B of Notes to Consolidated Financial Statements.

Long-Term Power Sales. The Company has entered into agreements for a
unit sale of power to Fitchburg Gas and Electric Light Company of 10 MW of
Vermont Yankee capacity and associated energy from September 1, 1990
through October 31, 1996.

In 1986, the Company entered into an agreement for the sale to UNITIL
of 23 MW of capacity produced by the Stony Brook I combined-cycle plant for
a 12-year period commencing October 1, 1986. The agreement provides for
the recovery by the Company of all costs associated with the capacity and
energy sold.

Fuel. During 1993, the Company's retail and requirements wholesale
sales were provided by the following fuel sources: 42.5% from hydro (6.6%
Company-owned, 1.6% NYPA, 28.6% Hydro-Quebec and 5.7% small power
producers), 28.5% from nuclear, 14.8% from coal, 1.1% from natural gas,
0.7% from oil and 0.4% from wood. The remaining 12.0% was purchased on a
short-term basis from other utilities and through NEPOOL.

Vermont Yankee has approximately $165 million of "requirements based"
purchase contracts for nuclear fuel needs to meet substantially all of its
power production requirements through 2002. Under these contracts, any
disruption of operating activity would allow Vermont Yankee to cancel or
postpone deliveries until actually needed.

Vermont Yankee has a contract with the United States Department of
Energy ("DOE") for the permanent disposal of spent nuclear fuel. Under
this contract, DOE will provide disposal services when a facility for spent
nuclear fuel and other high level radioactive waste is available, which is
required under current statutes to be prior to January 31, 1998. A
facility is not yet available. Vermont Yankee also bills its sponsors,
including the Company, a disposal fee, which is subject to annual DOE
adjustment of $.001 per KWh of net generation. See Management's Financial
Analysis in Item 7 herein, Note B of Notes to Consolidated Financial
Statements and Note 8 to Vermont Yankee Notes to Financial Statements.

The Company does not maintain long-term contracts for the supply of
oil for the oil-fired peaking unit generating stations wholly owned by it
(80 MW). The Company did not experience difficulty in obtaining oil for
its own units during 1993, and, while no assurance can be given, does not
anticipate any such difficulty during 1994. None of the utilities from
which the Company expects to purchase oil- or gas-fired capacity in 1994
has advised the Company of grounds for doubt about maintenance of secure
sources of oil and gas during the year.

Coal for Merrimack #2 is presently being purchased by contract and on
the spot market from northern West Virginia and southern Pennsylvania
sources. The sponsor of Merrimack advises that, as of February 28, 1994,
there was a 90-day supply of coal at the plant.

Wood for the McNeil plant is furnished to the Burlington Electric
Department from a variety of sources under short-term contracts ranging
from several weeks' to six months' duration. The McNeil plant used 103,814
tons of wood chips and mill residue and 257,393,000 cubic feet of gas in
1993. The McNeil plant is forecasting consumption of wood chips for 1994
to be 120,000 tons and gas consumption of 600,000,000 cubic feet.
Burlington Electric Department advises that, as of February 26, 1994, there
were 9,200 tons of wood chips in inventory for the McNeil plant.

The Stony Brook combined-cycle generating station is capable of
burning either natural gas or oil in two of its turbines. Natural gas is
supplied to the plant subject to its availability. During periods of
extremely cold weather, the supplier reserves the right to discontinue
deliveries to the plant in order to satisfy the demand of its residential
customers. The Company assumes for planning and budgeting purposes that
the plant will be supplied with gas during the months of April through
November, and that it will run solely on oil during the months of December
through March. The plant maintains an oil supply sufficient to meet
approximately one-half of its annual needs.

STATE AND FEDERAL REGULATION

General. The Company is subject to the regulatory authority of the
VPSB, which extends to retail rates, services, facilities, securities
issues and various other matters. The separate Vermont Department of
Public Service, created by statute in 1981, is responsible for development
of energy supply plans for the State, purchases of power as an agent for
the State and other general regulatory matters. The VPSB is principally
responsible for quasi-judicial proceedings, such as rate proceedings. The
Department, through a Director for Public Advocacy, is entitled to
participate as a litigant in such proceedings and regularly does so.

Vermont law pertaining to rate proceedings of the Company provides
that the rates as filed become final and effective seven months after
suspension of the filed rates (which can occur within 45 days of filing) if
the VPSB fails to act on the permanent rate request by that time. Once
filed, a request for permanent rate relief may not be amended or
supplemented except upon approval of the VPSB after hearing. The VPSB must
consider an application for and, in appropriate circumstances, order
temporary rate relief pending a decision. If the VPSB fails to act on an
application for temporary rate relief within 30 days, or within 45 days
after suspension of the permanent rate request, the temporary rates take
effect. If temporary relief is ordered, revenues recovered are subject to
refund.

The Company's rate tariffs are uniform throughout its service area.

The Company's wholesale rate on sales to eight wholesale customers is
regulated by the FERC. Revenues from sales to these customers were
approximately 2.4% of operating revenues for 1993.

Included within these customers is the Bozrah Light and Power Company,
a private electric utility in Connecticut, with whom the Company had a
contract to provide wholesale electric service on a full-requirements
basis. Service to Bozrah began in March 1987 and terminated May 1, 1993.
See "Power Resources - New York Purchases: Rochester Gas and Electric
Corporation" for a discussion of the three-party agreement negotiated by
the Company relating to the termination of full-requirements service to
Bozrah.

Late in 1989, the Company began serving two new municipal utilities,
Northfield and Hardwick, under its wholesale tariff. These customers
increased electricity sales by approximately 46,000 MWh and peak
requirements by approximately 9 MW. Revenues in 1993 from Northfield and
Hardwick were $1,727,058. Service to Hardwick under the Company's
wholesale tariff terminated on April 30, 1993.

The Company provides transmission service to ten customers within the
State under rates regulated by the FERC; revenues for such services
amounted to less than 1% of the Company's operating revenues for 1993.

By reason of its relationship with Vermont Yankee, VELCO and VETCO,
the Company has filed an exemption statement under Section 3(a)(2) of the
Public Utility Holding Company Act, thereby securing exemption from the
provisions of such Act, except for Section 9(a)(2) thereof (which prohibits
the acquisition of securities of certain other utility companies without
approval of the Securities and Exchange Commission). The Securities and
Exchange Commission has the power to institute proceedings to terminate
such exemption for cause.

Licensing. Pursuant to the Federal Power Act, the FERC has granted
licenses for the following hydro projects:

Project Issue Date Period
- ------- ----------- ------

Bolton February 5, 1982 February 5, 1982 - February 4, 2022

Essex * January 21, 1969 May 1, 1965 - December 31, 1993

Vergennes June 29, 1979 June 1, 1949 - May 31, 1999

Waterbury July 20, 1954 September 1, 1951 - August 31, 2001

* The Company is in the process of relicensing this facility and
anticipates the final FERC license to be issued by mid-1994. The facility
is currently operating on an annual license.

Major project licenses provide that after an initial twenty-year
period, a portion of the earnings of such project in excess of a specified
rate of return is to be set aside in appropriated retained earnings in
compliance with FERC Order #5, issued in 1978. Although the twenty-year
periods expired in 1985, 1969 and 1971 in the cases of the Essex, the
Vergennes and the Waterbury projects, the amounts appropriated are not
material.

Department of Public Service Twenty-Year Power Plan. On October 15,
1988, the Department adopted an update of its twenty-year electrical power-
supply plan (the "Plan") for the State of Vermont. The Plan includes an
overview of statewide growth and development as they relate to future
requirements for electrical energy; an assessment of available energy
resources; and estimates of electrical energy demand. The Plan calls for
exploring the potential reduction of electrical demand through
conservation and load management.

The Company continues to implement its Integrated Resource Plan in a
manner consistent with the Department's Plan. The 1991 Integrated Resource
Plan calls for the continued design and delivery of conservation and load
management programs, customer programs and education programs as well as
measures concerning the efficient distribution of power to the end user.

ENVIRONMENTAL MATTERS

In recent years, public concern for the physical environment has
brought about increased government regulation of the licensing and
operation of electric generation, transmission and distribution facilities.
The Company must meet various land, water, air and aesthetic requirements
as administered by local, state and federal regulatory agencies. Subject
to the results of developments discussed below concerning the Pine Street
Marsh site in Burlington, Vermont, the Company believes that it is in
substantial compliance with such requirements, and no material complaints
concerning compliance by the Company with present environmental protection
regulations are outstanding. Because the regulations and requirements
under existing legislation have not been fully promulgated (and, when
promulgated, are subject to revision), because permits and licenses when
issued may be conditional or may be subject to renewal and because
additional legislation may be adopted in the future, the Company cannot
presently forecast the costs or other effects which environmental
regulation may ultimately have upon its existing and proposed facilities
and operations.

In 1982, the United States Environmental Protection Agency ("EPA")
notified the Company that the EPA, pursuant to the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"),
was considering spending public funds to investigate and take corrective
action involving claimed releases of allegedly hazardous substances at a
site identified as the Pine Street Marsh in Burlington, Vermont. On part
of this site was located a manufactured-gas facility owned and operated by
a number of separate enterprises, including the Company, from the late 19th
century to 1967. In its notice, the EPA stated that the Company may be a
"potentially responsible party" ("PRP") under CERCLA from which
reimbursement of costs of investigation and of corrective action may be
sought. On February 23, 1988, the Company received a Special Notice letter
from the EPA stating that the letter constituted a formal demand for
reimbursement of costs, including interest thereon, that were incurred and
were expected to be incurred in response to the environmental problems at
the site.

On December 5, 1988, the EPA brought suit against the Company, New
England Electric System, and Vermont Gas Systems, Inc. in the United States
District Court for the District of Vermont seeking reimbursement for costs
it incurred in conducting activities in 1985 to remove allegedly hazardous
substances from the site, and requested a declaratory judgment that the
Company and the other defendants are liable for all costs that have been
incurred since the removal and that continue to be incurred in responding
to claims of releases or threatened releases from the Maltex Pond Area --
the portion of the site where the removal action occurred. The complaint
specifically alleged that the EPA expended at least $741,000 during the
1985 removal action and sought interest on this amount from the date the
funds were expended and costs of litigation, including attorneys' fees.
The Company entered a cross-claim against New England Electric System and
third-party claims against UGI Corporation, Southern Union Corporation, the
State of Vermont, and an individual property owner at the site for recovery
of its response costs and for contribution. Fourth-party defendants
subsequently were joined.

In July 1990, the Company and other parties signed a proposed Consent
Decree settling the removal action litigation. All 14 settling defendants
contributed to the aggregate settlement amount of $945,000. Individual
contributions were treated as confidential under the proposed Consent
Decree.

On December 26, 1990, upon the unopposed motion of the United States,
the Consent Decree was entered by the Court.

During the summer and fall of 1989, the EPA conducted the initial
phase of the Remedial Investigation ("RI") and commenced the Feasibility
Study ("FS") relating to the site. In the fall of 1990 and in 1991, the
EPA conducted a second phase of RI work and studied the treatability of
soils and groundwater at the site. In the fall of 1991, the EPA responded
favorably to a request from the Company and other PRPs to participate in
informal discussions on the EPA's ongoing investigation and evaluation of
the site, and invited the Company and other interested parties to share
technical information and resources with the EPA that might assist it in
evaluating remedial options. Thereafter, the Company and other PRPs held
several meetings with the EPA to discuss technical issues and received
copies of the EPA's Supplemental Remedial Investigation Final Report, and
its Baseline Risk Assessment Final Report.

On November 6, 1992, the EPA released its final RI/FS and announced a
proposed remedy with an estimated total cost of approximately $49,500,000,
including 30 years' operation and maintenance costs with a net present
value of approximately $26,400,000. The EPA's preferred remedy called for
construction of a Containment/Disposal Facility ("CDF") over a portion of
the site. The CDF would have consisted of subsurface vertical barriers and
a low permeability cap, with collection trenches and a hydraulic control
system to capture groundwater and prevent its migration outside of the CDF.
Collected groundwater would have been treated and discharged or stored and
disposed of off-site. The proposed remedy also would have required
construction of new wetlands to replace those that would be destroyed by
construction of the CDF, and a long-term monitoring program.

On May 15, 1993, the PRP group in which the Company participated
submitted extensive comments to the EPA opposing the proposed remedy. In
response to an earlier request from the EPA, the PRP group also submitted a
detailed analysis of an alternative remedy anticipated to cost
approximately $20,000,000. In early June, in response to overwhelming
negative comment, the EPA withdrew its proposed remedy and announced that
it would work with all interested parties in developing a new proposal.
Since then, the EPA has established a coordinating council, with
representatives of PRPs, environmental groups, and government agencies, and
presided over by a neutral mediator. The council is charged with
determining what additional studies may be appropriate for the site and may
also eventually address additional response activities. The Company is
represented on the council.

In early 1994, the Company and other PRPs met with the EPA to commence
negotiations on an Administration Order of Consent pursuant to which the
PRPs would conduct additional studies agreed to by the coordinating
council. Although negotiations are not yet complete, it is likely that the
EPA will consent to allowing the PRPs to conduct additional studies at the
site and that the EPA will not require reimbursement for its past RI/FS
study costs as a condition to allowing the PRPs to conduct these additional
studies. The EPA has previously advised the Company that ultimately it
will seek to hold the Company and the PRPs liable for such costs.

In September 1991, the Company, New England Electric System and
Vermont Gas Systems, Inc. entered into confidential negotiations with most
other PRPs concerning allocation of unresolved liabilities concerning the
site. Those negotiations are continuing.

In December 1991, the Company brought suit against several previous
insurers seeking recovery of unrecovered past costs and indemnity against
future liabilities associated with environmental problems at the site. The
parties to this action are engaged in discovery and motions practice.

The Company has reached a confidential settlement with one of the
defendants that provided the Company with second layer excess liability
coverage for a seven month period in 1976. The Company has also reached a
confidential agreement in principle with another insurance company
defendant that provided the Company with comprehensive general liability
insurance between 1976 and 1982, and with environmental impairment
liability insurance from 1981 to 1984. These policies were in place in
1982 when the EPA first notified the Company that it might be a potentially
responsible party at the Pine Street Marsh site.

The Company is unable to predict at this time the magnitude of any
liability resulting from potential claims for the costs of the RI/FS or the
performance of any remedial action, or the likely disposition or magnitude
of claims the Company may have against others, including its insurers,
except to the extent described above.

In its 1991 rate case, the Company, for the first time, sought
recovery for expenses associated with the Pine Street Marsh site.
Specifically, the Company proposed rate recognition of its estimated,
unrecovered 1991 expenditures (approximately $400,000) for technical
consultants and legal assistance in connection with the EPA's enforcement
actions at the site and insurance litigation. While reserving the right to
argue in the future about the appropriateness of rate recovery for Pine
Street Marsh related costs, the Company and the Department reached
agreement that the full amount of Pine Street Marsh costs reflected in the
Company's 1991 rate case should be recovered in rates. The Company's rates
approved by the VPSB on April 2, 1992, reflected the 1991 Pine Street Marsh
related expenditures referred to above.

In its rate increase request filed on October 1, 1993, the Company
proposed rate recognition for its expenditures between January 1, 1992 and
July 31, 1993 (approximately $4,200,000) for technical consultants and
legal assistance in connection with the EPA's enforcement actions at the
site and insurance litigation. The Department and the Company have reached
the same agreement regarding recovery of these costs in rates that they
reached with respect to the Company's 1991 Pine Street Marsh related
expenditures. A comprehensive settlement of the Company's 1993 rate case,
including the agreement regarding Pine Street Marsh costs, is currently
pending before the VPSB.

As of December 31, 1993, the Company had reserved approximately
$680,000 for costs attributable to the site, other than those costs that
are the subject of the agreements between the Department and the Company
mentioned above. Management expects to seek and receive ratemaking
treatment for other costs incurred beyond the amounts that have been
reserved. As of December 31, 1993, such other costs are approximately
$4,918,000, which includes the $4,200,000 in costs that are the subject of
the most recent rate case settlement agreement referred to above.

COMPETITION

The Company serves a fixed area of Vermont under VPSB franchise.
Except as noted below, the Company's electric business is substantially
free from competition from other electric utilities, municipalities and
other public agencies in its franchise area, as mandated by the VPSB. The
Company, however, competes with other providers of energy for the home-
heating market. Wood stoves, oil-burning furnaces and natural gas
represent the principal alternatives to electric heat for customers in the
Company's service territory. Fluctuations in the price of fossil fuels,
especially oil and natural gas, affect the Company's position in the home-
heating market.

Legislative authority has existed since 1941 that would permit Vermont
cities, towns and villages to own and operate public utilities. Since that
time, no municipality served by the Company has established or, as far as
is known to the Company, is presently taking steps to establish, a
municipal public utility.

In 1987, the Vermont General Assembly enacted legislation that
authorized the Department to sell electricity on a significantly expanded
basis. Before the new law was passed, the Department's authority to make
retail sales had been limited: It could sell at retail only to residential
and farm customers and could sell only power that it had purchased from the
Niagara and St. Lawrence projects operated by the New York Power Authority.

Under the new law, the Department can sell electricity purchased from
any source at retail to all customer classes throughout the state, but only
if it convinces the VPSB and other state officials that the public good
will be served by such sales. The Department has made limited additional
retail sales of electricity. The Department retains its traditional
responsibilities of public advocacy before the VPSB and electricity
planning on a statewide basis.

BUSINESS DEVELOPMENT

The Company has a plan of diversification into energy-related
businesses intended to complement the Company's basic utility enterprise.
These businesses are conducted through two subsidiaries, Green Mountain
Propane Gas Company and Mountain Energy, Inc., and the Company's
unregulated rental water heater activities. The Company plans to limit
such diversification to 20% of the Company's consolidated revenue.

Beginning in the first quarter of 1992, the Company consolidated four
of its wholly owned subsidiaries, including Green Mountain Propane and
Mountain Energy, in its financial statements. The Company's prior years'
financial statements have been restated to reflect this consolidation.
Prior to consolidation, the operations of these subsidiaries were reported
on the equity basis as they were not material in relation to the
consolidated group. Also included in the financial statements, in equity
in earnings of affiliates and non-utility operations, are the results of
the Company's rental water heater business. None of these activities is
regulated by the VPSB.

Included in equity in earnings of affiliates and non-utility
operations in the Other Income section of the Statements of Consolidated
Income are the results of operations of the Company's rental water heater
program which is not regulated by the VPSB, and four of the Company's
wholly owned subsidiaries, Green Mountain Propane Gas Company, Mountain
Energy, Inc., GMP Real Estate Corporation, and Lease-Elec, Inc. (also
unregulated). Summarized financial information of the Company's
unregulated activities over the last two years is as follows:

For the years ended December 31
1993 1992
---- ----
(In thousands)
Revenue . . . . . . . . . . . . . . . $11,487 $11,146
Expense . . . . . . . . . . . . . . . 11,527 11,409
--------- ---------
Net Income (Loss) . . . . . . . . . . ($ 40) ($ 263)
========= =========

EMPLOYEES

The Company had 387 employees, exclusive of temporary employees, as of
December 31, 1993. In addition, subsidiaries of the Company had 58
employees at year end.

SEASONAL NATURE OF BUSINESS

The Company experiences its heaviest loads in the colder months of the
year. Winter recreational activities, longer hours of darkness and heating
loads from cold weather usually cause the Company's peak electric sales to
occur in December, January or February. The 1993 peak of 307.3 MW occurred
on February 1, 1993. The Company's retail electric rates are seasonally
differentiated. Under this structure, retail electric rates produce
average revenues per kilowatt hour during four peak season months (December
through March) that are approximately 60% higher than during the eight off-
season months (April through November).

EXECUTIVE OFFICERS

Executive Officers of the Company as of March 31, 1994:

Name Age

Douglas G. Hyde 51 President, Chief Executive Officer and
Chairman of the Executive Committee of the
Corporation since 1993. Executive Vice
President, Chief Operating Officer and
Director from 1989 to 1993. Executive Vice
President and Director of the Corporation
from 1986 to 1989.

A. Norman Terreri 60 Senior Vice President and Chief Operating
Officer since 1993. Senior Vice President
from 1984 to 1993. President - Mountain
Energy, Inc. since December 1989.

Edwin M. Norse 48 Vice President, Chief Financial Officer and
Treasurer since 1986. President-Green
Mountain Propane Gas Company since October
1993.

Christopher L. Dutton 45 Vice President and General Counsel since
1993. Vice President, General Counsel and
Corporate Secretary from 1989 to 1993.
General Counsel and Corporate Secretary
from 1984 to 1989.

Glenn J. Purcell 60 Controller since September 1986.

Thomas C. Boucher 39 Vice President-Corporate Planning since
December 1992. Assistant Vice President-
Energy Planning from 1986 to 1992.

Stephen C. Terry 51 Vice President-External Affairs since
December 1991. Assistant Vice President-
Corporate Relations from 1986 to 1991.

Walter S. Oakes 47 Assistant Vice President-Corporate Services
since December 1988. Director-Customer
Services from 1987 to 1988.

Robert C. Young 56 Assistant Vice President-Operations and
Engineering since December 1992. Director
of Engineering from August 1991 to December
1992. Director of Special Projects from
August 1991 to March 1992. Prior to
joining the Company, he was employed by the
Burlington Electric Department for thirty-
two years, including sixteen years as
General Manager.

Karen K. O'Neill 42 Assistant General Counsel since December
1989. Senior Attorney from 1988 to
December 1989. Corporate Attorney from
1985 to 1988.

Craig T. Myotte 39 Assistant Vice President-Operations and
Maintenance since May 1991. Director-
System Operations from 1986 to 1991.

John J. Lampron 49 Assistant Treasurer since July 1991. Prior
to joining the Company, he was employed by
Public Service Company of New Hampshire as
an Assistant Vice President from 1982 to
1990.

Donna S. Laffan 44 Corporate Secretary since December 1993.
Assistant Secretary from 1986 to 1993.

Officers are elected by the Board of Directors for one-year terms and
serve at the pleasure of the Board of Directors.

ITEM 2. PROPERTY

GENERATING FACILITIES

The Company's Vermont properties are located in five areas and are
interconnected by transmission lines of VELCO and New England Power
Company. The Company wholly owns and operates eight hydroelectric
generating stations with an aggregate effective capability of 35.7 MW. It
also owns two gas-turbine generating stations with effective capabilities
of 15.2 MW and 56.3 MW, respectively. The Company has two diesel
generating stations with an aggregate effective capability of 8.4 MW,
bringing wholly owned effective capability to 116.3 MW.

The Company also owns 17.9% of the outstanding common stock, and is
entitled to 17.265% (90.1 MW) of the capacity of Vermont Yankee, a 1.1%
(7.1 MW) joint-ownership share of the Wyman #4 plant located in Maine, a
8.8% (30.2 MW) joint-ownership share of the Stony Brook I intermediate
units located in Massachusetts and an 11% (5.8 MW) joint-ownership share of
the J. C. McNeil wood-fired steam plant located in Burlington, Vermont.
(See "Power Resources" under Item 1 above for plant details and the table
hereinafter set forth for generating facilities presently available).

TRANSMISSION AND DISTRIBUTION

The Company had, at December 31, 1993, approximately 1.5 miles of 115-
kV transmission lines, 9.4 miles of 69 kV transmission lines, 5.4 miles of
44-kV and 265.1 miles of 34.5 kV transmission lines. Its distribution
system included about 2,336 miles of overhead lines, 2.4 kV to 34.5 kV, and
about 392 miles of underground cable of 2.4 kV to 34.5 kV. At such date,
the Company owned approximately 433,150 kVa of substation transformer
capacity in distribution substations, 156,775 kVa of transformer capacity
in transmission substations and 1,207,299 kVa of transformers for stepdown
from distribution to customer use.

The Company owns 33.8% of the Highgate transmission intertie, a 200-MW
converter and transmission line utilized to transmit power from Hydro-
Quebec.

The Company also owns 29.5% of the common stock and 30% of the
preferred stock of VELCO which operates a high-voltage transmission system
interconnecting electric utilities in the State of Vermont.

PROPERTY OWNERSHIP

The principal wholly owned plants of the Company are located on lands
owned in fee by the Company. Water power and floodage rights are
controlled through ownership of the necessary land in fee or under
easements.

Transmission and distribution facilities which are not located in or
over public highways are, with minor exceptions, located either on land
owned in fee or pursuant to easements which, in nearly all cases, are
perpetual. Transmission and distribution lines located in or over public
highways are so located pursuant to authority conferred on public utilities
by statute, subject to regulation by state or municipal authorities.

INDENTURE OF FIRST MORTGAGE

The Company's interests in substantially all of its properties and
franchises are subject to the lien of the mortgage securing its First
Mortgage Bonds.

GENERATING FACILITIES OWNED

The following table gives information with respect to generating
facilities presently available in which the Company has an ownership
interest. See also "Power Resources" in Item 1.
Winter
Capability
Type Location Name Fuel MW(1)

Wholly Owned Hydro Middlesex, VT Middlesex #2 Hydro 3.4
Marshfield, VT Marshfield #6 Hydro 5.0
Vergennes, VT Vergennes #9 Hydro 2.3
W. Danville, VT W. Danville #15 Hydro 1.2

Colchester, VT Gorge #18 Hydro 3.3
Essex Jct., VT Essex #19 Hydro 7.8
Waterbury, VT Waterbury #22 Hydro 5.0
Bolton, VT DeForge #1 Hydro 8.4

Diesel Vergennes, VT Vergennes #9 Oil 4.2
Essex Jct., VT Essex #19 Oil 4.2

Gas Berlin, VT Berlin #5 Oil 56.3
Turbine Colchester, VT Gorge #16 Oil 15.2

Jointly Owned Steam Vernon, VT Vermont Yankee Nuclear 90.1(2)
Yarmouth, ME Wyman #4 Oil 7.1
Burlington, VT McNeil Wood 6.6(3)

Combined Ludlow, MA Stony Brook #1 Oil/Gas 30.2(2)
_____

Total Winter Capability 250.3

(1) Winter capability quantities are used since the Company's peak usage
occurs during the winter months. Some units are derated for the
summer months. Capability shown includes capacity and associated
energy sold to other utilities.

(2) For a discussion of the impact of various power supply sales on the
availability of generating facilities, see "Long-Term Power Sales."

(3) The Company's entitlement in McNeil is 5.8 MW. However, the Company
receives up to 6.6 MW as a result of other owners' losses on this
system.

CORPORATE HEADQUARTERS

For a discussion of the Company's operating lease for its Corporate
Headquarters building, see Note I-2 of Notes to Consolidated Financial
Statements.

ITEM 3. LEGAL PROCEEDINGS

See the discussion under "Environmental Matters" in Item 1 concerning
a notice received by the Company in 1982, under the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Outstanding shares of the Common Stock are listed and traded on the
New York Stock Exchange. The following tabulation shows the high and low
sales prices for the Common Stock on the New York Stock Exchange during
1992 and 1993:

HIGH LOW

1993 First Quarter 35 5/8 31 3/8
Second Quarter 36 1/2 32 5/8
Third Quarter 36 5/8 34 3/8
Fourth Quarter 35 1/8 30 3/4

1992 First Quarter 31 1/4 29 1/4
Second Quarter 30 3/4 29
Third Quarter 33 5/8 30
Fourth Quarter 33 1/4 30 1/8

The number of common stockholders of record as of March 18, 1994, was
6,693.

Quarterly cash dividends were paid as follows for the past two years:

First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------

1993 52 1/2 cents 52 1/2 cents 53 cents 53 cents
1992 51 1/2 cents 51 1/2 cents 52 1/2 cents 52 1/2 cents

SELECTED FINANCIAL DATA

Results of operations for the years ended December 31
- -----------------------------------------------------
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
--------- --------- --------- --------- ---------

<S> <C> <C> <C> <C> <C>
Operating Revenues........................$147,253 $145,240 $143,555 $147,633 $144,028
Operating Expenses........................ 132,427 128,828 129,041 133,925 131,853
--------- --------- --------- --------- ---------
Operating Income........................ 14,826 16,412 14,514 13,708 12,175
--------- --------- --------- --------- ---------
Other Income
AFUDC - equity.......................... 273 186 225 86 136
Other................................... 2,360 2,073 2,689 2,037 2,196
--------- --------- --------- --------- ---------
Total other income.................... 2,633 2,259 2,914 2,123 2,332
--------- --------- --------- --------- ---------
Interest Charges
AFUDC - borrowed funds.................. (357) (202) (131) (394) (360)
Other................................... 7,185 7,021 7,103 7,259 5,839
--------- --------- --------- --------- ---------
Total interest charges................ 6,828 6,819 6,972 6,865 5,479
--------- --------- --------- --------- ---------

Net Income................................ 10,631 11,852 10,456 8,966 9,028

Dividends on Preferred Stock.............. 811 831 852 421 292
--------- --------- --------- --------- ---------
Net Income Applicable to Common Stock..... $9,820 $11,021 $9,604 $8,545 $8,736
========= ========= ========= ========= =========
Common Stock Data
Earnings per share...................... $2.20 $2.54 $2.45 $2.29 $2.36
Cash dividends declared per share....... $2.11 $2.08 $2.04 $2.00 $1.95
Weighted average shares outstanding..... 4,457 4,345 3,919 3,729 3,697

</TABLE>

Financial Condition as of December 31
- -------------------------------------

<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Assets

Utility Plant, Net.......................$171,411 $164,723 $159,730 $152,370 $131,754
Other Investments........................ 22,528 21,700 21,624 19,785 19,312
Current Assets........................... 26,944 28,067 26,778 25,891 26,818
Deferred Charges......................... 42,345 19,012 11,271 10,536 7,224
Non-Utility Assets....................... 28,626 23,716 19,832 11,078 9,209
--------- --------- --------- --------- ---------
Total Assets............................$291,854 $257,218 $239,235 $219,660 $194,317
========= ========= ========= ========= =========

Capitalization and Liabilities

Common Stock Equity...................... $97,149 $92,645 $87,455 $71,942 $69,459
Redeemable Cumulative Preferred Stock.... 9,385 9,575 9,825 10,087 3,374
Long-Term Debt, Less Current Maturities.. 79,800 67,644 56,270 60,626 56,992
Capital Lease Obligation................. 11,029 11,950 12,627 12,797 --
Curent Liabilities....................... 38,879 30,099 32,893 32,399 34,263
Deferred Credits and Other............... 48,441 33,264 29,694 27,358 25,676
Non-Utility Liabilities.................. 7,171 12,041 10,471 4,451 4,553
--------- --------- --------- --------- ---------
Total Capitalization and Liabilities....$291,854 $257,218 $239,235 $219,660 $194,317
========= ========= ========= ========= =========

</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
Earnings Summary -- Earnings per average share of common stock in 1993
were $2.20 as compared with $2.54 in 1992 and $2.45 in 1991. The 1993
earnings represent an earned return on average common equity of
10.3 percent. In 1992 and 1991, the earned return on equity was 12.2
and 12.5 percent, respectively.

The 1993 decrease in earnings resulted principally from a nearly two-
fold increase in purchases of electricity from independent power
producers mandated by federal and state law. These purchases are priced
at rates set by the Vermont Public Service Board (VPSB) based on the
VPSB calculations of the statewide long-term cost of electricity
acquisitions avoided by such purchases. In 1993, these rates were
substantially higher than the Company's overall cost of electricity.

The principal factors contributing to the earnings results in 1992 were
higher retail revenues, due primarily to a rate increase of 5.6 percent
that took effect in April 1992, and stable energy prices.

Operating Revenues and MWH Sales -- Operating revenues and MWH sales
for the years 1993, 1992 and 1991 consisted of

1993 1992 1991
---- ---- ----
(Dollars in Thousands)
Operating Revenues:
Retail . . . . . . . . . . . . . $ 130,061 $ 126,057 $ 118,021
Sales for Resale . . . . . . . . 14,441 17,258 23,663
Other . . . . . . . . . . . . . 2,751 1,925 1,871
---------- ---------- ----------
Total Operating Revenues . . . . . $ 147,253 $ 145,240 $ 143,555
========== ========== ==========
Megawatthour Sales:
Retail . . . . . . . . . . . . . 1,688,803 1,692,179 1,645,387
Sales for Resale . . . . . . . . 331,875 375,894 545,031
--------- --------- ---------
Total Megawatthour Sales . . . . . 2,020,678 2,068,073 2,190,418
========= ========= =========
Average Number of Customers:
Residential . . . . . . . . . . 67,994 67,201 66,406
Commercial & Industrial . . . . 11,472 11,269 11,239
Other . . . . . . . . . . . . . 74 73 71
------ ------ ------
Total Customers . . . . . . . . . . 79,540 78,543 77,716
====== ====== ======

Differences in operating revenues were due to changes in the following:

1992 1991
to to
1993 1992
---- ----
(In Thousands)
Operating Revenues:
Retail Rates . . . . . . . . . . . . . . . $4,269 $4,499
Retail Sales Volume . . . . . . . . . . . (265) 3,537
Resales and Other Revenues . . . . . . . . (1,991) (6,351)
------- -------
Increase in Operating Revenues . . . . . . . $2,013 $1,685
======= =======

In 1993, total electricity sales decreased 2.3 percent due principally
to a reduction in wholesale sales. Total operating revenues increased
1.4 percent in 1993 due primarily to a 5.6 percent retail rate increase
that was effective in April 1992. Wholesale revenues declined
16.3 percent in 1993 due principally to the sluggish economy and the
availability of inexpensive, excess power supply in New England.

In 1992, total electricity sales decreased 5.6 percent due principally
to a reduction in wholesale sales. Total operating revenues increased
1.1 percent in 1992, due primarily to a 5.6 percent rate increase that
was effective in April 1992, and to increased sales of electricity to
retail customers reflecting colder (but normal) temperatures in 1992 and
higher usage by commercial and industrial customers. These factors were
principally responsible for the 6.8 percent rise in retail revenues that
occurred in 1992. Wholesale revenues declined 27.1 percent in 1992 due
principally to the end of a multi-year contract under which the Company
sold electricity to another New England utility, the sluggish economy,
and the availability of inexpensive, excess power in New England.

IBM, the Company's single largest customer, operates manufacturing
facilities in Essex Junction. IBM's electricity requirements for its
main plant and an adjacent plant accounted for 13.6, 13.8 and
13.0 percent of the Company's operating revenues in 1993, 1992 and 1991,
respectively. No other retail customer accounted for more than
one percent of the Company's revenue.

Power Supply Expenses -- Power supply expenses constituted 59.7 percent,
58.1 percent and 60.7 percent of total operating expenses for the years
ended 1993, 1992 and 1991, respectively. These expenses increased by
$4.1 million in 1993 (5.5 percent), and decreased by $3.4 million
(4.4 percent) in 1992.

Power supply expenses increased in 1993 due primarily to a nearly
twofold increase in purchases of electricity from independent power
producers mandated by federal and state law. The average cost per
kilowatthour of such electricity is substantially greater than the
Company's embedded cost of electricity.

The decrease in power supply expenses in 1992 was principally the result
of lower fuel prices, abundant and inexpensive opportunity purchases,
reduced levels of wholesale electricity sales and favorable changes in
the Company's power purchase contracts with Hydro-Quebec.

Other Operating Expenses -- Other operating expenses were virtually
unchanged in 1993 from 1992.

Higher pension and postretirement health care benefit costs and
increased regulatory commission expenses resulted in an 8.2 percent
increase in other operating expenses in 1992.

Transmission Expenses -- The Company's restructuring of a series of
transmission contracts produced a 3.0 percent decrease in transmission
expenses in 1993.

Transmission expenses decreased 4.8 percent in 1992 for the same reason.

Maintenance Expenses -- Maintenance expenses decreased 7.3 percent in
1993 due principally to a scheduled increase in activity in various
capital projects that had the effect of reducing activity by Company
employees on maintenance projects.

Maintenance expenses increased 8.1 percent in 1992 due principally to
scheduled increases in tree trimming expenses and hydroelectric
generating facilities maintenance.

Depreciation and Amortization -- Depreciation and amortization expenses
increased 6.3 percent in 1993, reflecting continuing additions to the
Company's distribution facilities.

Depreciation and amortization expenses increased 14.5 percent in 1992,
reflecting continuing additions to the Company's distribution facilities
and the amortization of costs of conservation programs.

Income Taxes -- The effective federal tax rates for the years 1993, 1992
and 1991 were 28.9 percent, 28.8 percent and 28.5 percent, respectively.
The various effects and components of the income tax provisions are
detailed in Note G of the Notes to Financial Statements.

Other Income -- Other income increased 16.6 percent in 1993 due
primarily to an increase in earnings of the Company's wholly owned
subsidiary, Mountain Energy, Inc., and to the VPSB's disallowance in the
1992 retail rate case of approximately $400,000 in construction costs.

Diminished equity in earnings of affiliates and non-utility operations,
primarily attributable to operating losses sustained by the propane
subsidiary, was responsible for a 20.9 percent decrease in other income
in 1992, compared to the previous year.

Interest Charges -- Interest charges were virtually unchanged in 1993
from 1992.

A 67.2 percent decrease in short-term debt interest expense, due to both
lower interest rates and a reduction in short-term borrowings, was
partially offset by an increase in long-term debt expense resulting in
an overall decrease of 2.9 percent in interest charges in 1992.

Dividends on Preferred Stock -- Dividends on preferred stock decreased
2.4 percent in 1993 due primarily to the repurchase by the Company in
1992 of the following preferred stock: 450 shares of 4.75 percent,
Class B; 450 shares of 7 percent, Class C; and 1,600 shares of
9.375 percent, Class D, Series 1.

Dividends on preferred stock decreased 2.5 percent in 1992 due primarily
to the repurchase of preferred stock by the Company in 1991 of the same
class and quantity.

Future Outlook -- The Company continues to implement aggressive
conservation programs to mitigate the increasing demand for electricity.
The Company is reviewing its future conservation plans in light of
various factors, including changing avoided electricity costs, its
experience and increased effectiveness in delivering conservation
programs, and its total resource mix. Even with continued existing
conservation programs, the Company anticipates that the demand for
electricity in its service territory will grow by approximately
1.0 percent per year over the next five years.

Because the Company purchases most of its power supply from other
utilities, it does not anticipate that it will incur any material direct
cost increases as a result of the recently enacted Federal Clean Air
legislation. Furthermore, only one of its power supply purchase
contracts, which expires in 1998, relates to a generating plant that is
likely to be affected by the acid rain provisions of this legislation.
Overall, approximately 10 percent of the Company's committed electricity
supply is expected to be affected by federal and State environmental
compliance requirements.

The Company regularly reviews rates and forecasts costs. As these
forecasts change, the Company will seek changes in rates that will
enable it to recover operating costs.

Financial statements are prepared in accordance with generally accepted
accounting principles and report operating results in terms of historic
costs. This accounting provides reasonable financial statements but
does not always take inflation into consideration. As rate recovery is
based on these historical costs and known and measurable changes, the
Company is able to receive some rate relief for inflation. It does not
receive immediate rate recovery relating to fixed costs associated with
Company assets. Such fixed costs are recovered based on historic
figures. Any effects of inflation on plant costs are generally offset
by the fact that these assets are financed through long-term debt.

Diversification -- The Company has a plan of diversification into
energy-related businesses intended to complement the Company's basic
utility enterprise. The Company plans to limit diversification to
20 percent of the Company's consolidated revenue.

Environmental Matters -- In recent years, public concern for the
physical environment has brought about increased government regulation
of the licensing and operation of electric generation, transmission and
distribution facilities. The Company must meet various land, water, air
and aesthetic requirements as administered by local, state and federal
regulatory agencies. The Company maintains an environmental compliance
and monitoring program that includes employee training, regular
inspection of Company facilities, research and development projects,
waste handling and spill prevention procedures and other activities.
Subject to the results of developments discussed in Note I.1 of Notes to
Consolidated Financial Statements concerning the Pine Street Marsh site
in Burlington, Vermont, the Company believes that it is in substantial
compliance with such requirements, and no material complaints concerning
compliance by the Company with present environmental protection
regulations are outstanding.

During 1991, the Company incurred approximately $400,000 in costs
associated with the Pine Street Marsh site for technical consultants and
legal assistance in connection with the United States Environmental
Protection Agency's (EPA) enforcement actions at the site and insurance
litigation. In its 1991 rate increase proceeding, the Company, for the
first time, sought to recover costs associated with the Pine Street
Marsh site in retail rates. The Department of Public Service and the
Company entered into an agreement providing that the Company was
entitled to recover all such costs incurred in 1991. The agreement
provided that such rate recovery is not intended to serve as a precedent
for retail ratemaking treatment of future costs incurred by the Company
in connection with the Pine Street Marsh site. The Company's rates
approved by the VPSB on April 2, 1992, reflected the 1991 Pine Street
related expenditures referred to above. From January 1, 1992 through
July 31, 1993, the Company incurred approximately $4.2 million in such
costs associated with the Pine Street Marsh site and insurance
litigation. In its 1993 rate proceeding, the Company sought to recover
these costs in retail rates. The Company and the other parties to the
rate proceeding entered into an agreement providing that the Company was
entitled to recover all such costs incurred in the January 1, 1992
through July 31, 1993 period. The agreement provided that such rate
recovery is not intended to serve as a precedent for retail ratemaking
of future costs incurred by the Company in connection with the Pine
Street Marsh site. This agreement, which is a part of an overall
2.9 percent rate increase settlement reached by the parties, is pending
before the VPSB.

As of December 31, 1993, the Company has reserved approximately $680,000
for costs attributable to the site, other than those costs that are the
subject of the two agreements between the Department and the Company
mentioned above. Management expects to seek and receive ratemaking
treatment for other costs incurred beyond the amounts that have been
reserved. As of December 31, 1993, such other costs are approximately
$4,918,000, of which $4.2 million is the subject of the agreement that
is a part of the settlement of the Company's 1993 rate proceeding
referred to above.

As is more fully set forth in Note I.1 of Notes to Consolidated
Financial Statements, the Company is unable to predict at this time the
magnitude of liability that may be imposed on it resulting from
potential claims for the cost of studies undertaken by the EPA or
performance of any remedial action in connection with the Pine Street
Marsh site. The Company is one of several parties that the EPA has
identified as potentially responsible for the cost of studying and
remedying the results of releases of allegedly hazardous substances at
the site. To the degree that it is held liable for such claims, the
Company will pursue claims against other responsible parties seeking to
ensure that they contribute appropriately to reimburse the Company for
any costs incurred.

In December 1991, the Company brought suit against several previous
insurers seeking recovery of all past costs and indemnity against future
liabilities associated with the environmental problems at the site. The
parties to the action are engaged in discovery and motions practice.

The Company has reached a confidential settlement with one of the
defendants, which provided the Company with second layer excess
liability coverage for a seven-month period in 1976. The Company has
also reached a confidential agreement in principle with another
insurance company defendant that provided the Company with comprehensive
general liability insurance between 1976 and 1982, and with
environmental impairment liability insurance from 1981 to 1984. These
policies were in place in 1982 when EPA first notified the Company that
it might be a potentially responsible party at the Pine Street site.

LIQUIDITY AND CAPITAL RESOURCES
Construction -- The Company's capital requirements result from the need
to construct facilities or to invest in programs to meet anticipated
customer demand for electric service. The policy of the Company is to
increase diversification of its power supply and other resources through
various means, including power purchase and sales arrangements and
relying on sources that represent relatively small additions to the
Company's mix to satisfy customer requirements. This permits the
Company to meet its financing needs in a flexible, orderly manner.
Planned expenditures over the next five years will be primarily for
distribution and conservation projects.

Capital expenditures over the past three years and forecasted for the
next five years are as follows:

Total Net
Actual Generation Transmission Distribution Conservation Other Expenditures
(Dollars in thousands and net of AFUDC and Customer Advances For Construction)

1991 $2,038 $1,682 $7,628 $2,269 $2,564 $16,181
1992 868 1,766 7,320 3,144 2,925 16,023
1993 1,747 1,605 9,093 8,136 2,937 23,518
Forecasted
1994 $ 709 $ 829 $7,849 $6,975 $3,618 $19,980
1995 7,567 999 7,132 6,776 2,402 24,876
1996 1,978 1,499 7,301 6,497 2,251 19,526
1997 1,579 999 7,386 5,867 2,386 18,217
1998 1,579 999 7,386 5,430 2,386 17,780

Other Cash Requirements -- In its January 1991 rate order, the VPSB
required that the Company set up a special trust account for monies
currently accrued for postretirement health care benefits. This fund
totaled $2.1 million at December 31, 1993, and $3.3 million at January
31, 1994. In 1994, the Company may devote $1 million to $4 million to
unregulated investments.

Insurance Settlement -- In January 1993, the Company settled a long-
disputed claim with a former medical benefits insurance carrier relating
to overcharged premiums dating back to 1984, resulting in an agreement
under which the carrier paid the Company $360,000. The Company received
this payment in the first quarter of 1993.

Rates -- On October 1, 1993, the Company filed a request with the VPSB
to increase retail rates by 8.6 percent. The increase is needed
primarily to cover the cost of buying power from independent power
producers, the cost of energy conservation programs, the cost of plant
additions made in the past two years, and costs incurred in 1992 and
1993 associated with the Company's response to the EPA's RI/FS and
proposed remedy at the Pine Street Marsh site and with the Company's
litigation against its previous insurers seeking recovery of past costs
incurred and indemnity against future liabilities in connection with the
site. On January 28, 1994, the Company and the other parties in the
proceeding reached a settlement agreement providing for a 2.9 percent
retail rate increase effective June 15, 1994, and a target return on
equity for utility operations of 10.5 percent. The settlement agreement
also provided for the Company's recovery in rates of $4.2 million in
costs associated with the Pine Street Marsh site, as described herein
above. The agreement must be reviewed and approved by the VPSB before
it can take effect.

Financing and Capitalization -- For the period 1991 through 1993,
internally generated funds, after payment of dividends, provided
approximately 47 percent of total capital requirements for construction,
sinking funds and other requirements. The Company anticipates that for
the period 1994-1998, internally generated funds will provide
approximately 67 percent of total capital requirements.

In November of 1993, the Company sold $20 million of its first mortgage
bonds in two components -- $15 million that will mature in 2018 and
$5 million that will mature in 2000. The 2018 and 2000 bonds will bear
interest at the rate of 6.7 percent and 5.71 percent, respectively. The
proceeds from the sale were used to refinance existing debt, to finance
construction and conservation expenditures, and for other corporate
purposes.

At December 31, 1993, the Company's capitalization consisted of
51.6 percent common equity, 43.4 percent long-term debt and 5.0 percent
preferred equity. The Company has a comprehensive capital plan to
maintain approximately this balance of common equity, long-term debt and
preferred equity.

The Company anticipates issuing additional shares of its common stock in
1994. The Company has not determined the date or the amount of the
stock issuance.

The Company's first mortgage securities are rated "A-" by Standard &
Poor's. This rating was affirmed in November of 1993 by Standard &
Poor's following its annual review of the Company. Standard & Poor's
changed its "outlook" of the Company from "stable" to "negative,"
reflecting Standard & Poor's assessment that the electric utility
industry is becoming increasingly more competitive. The Company's first
mortgage securities are rated "A" by Duff & Phelps.

See Note F of Notes to Consolidated Financial Statements for a
discussion of bank lines of credit available to the Company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GREEN MOUNTAIN POWER CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

Page
Financial Statements

Statements of Consolidated Income
For the Years Ended December 31, 1993, 1992 and 1991 39

Consolidated Statements of Cash Flows for the
Years Ended December 31, 1993, 1992 and 1991 40

Consolidated Balance Sheets as of
December 31, 1993 and 1992 41-42

Consolidated Capitalization data as of
December 31, 1993 and 1992 43

Notes to Consolidated Financial Statements 44-63

Report of Independent Public Accountants 64

Schedules

For the Years Ended December 31, 1993, 1992 and 1991:

V Property, Plant and Equipment 65-67

VI Accumulated Depreciation and Amortization
of Property, Plant and Equipment 68

VIII Valuation and Qualifying Accounts and Reserves 69

IX Short-Term Borrowings 70

X Supplementary Income Statement Information 71

All other schedules are omitted as they are either not
required, not applicable or the information is
otherwise provided.

Consents and Reports of Independent
Public Accountants

KPMG Peat Marwick 109
Arthur Andersen & Co. 110-111

STATEMENTS OF CONSOLIDATED INCOME

GREEN MOUNTAIN POWER CORPORATION For the Years Ended December 31

1993 1992 1991
----------------- --------------- ---------------
(In thousands except amounts per share)

<S> <C> <C> <C>
Operating Revenues (Note A)..................................... $147,253 $145,240 $143,555
----------------- --------------- ---------------
Operating Expenses
Power Supply (Notes A, B and K)
Vermont Yankee Nuclear Power Corporation................... 29,785 29,230 27,464
Company-owned generation................................... 3,150 3,804 4,946
Purchases from others...................................... 46,066 41,878 45,951
Other operating............................................... 17,353 17,239 15,934
Transmission (Note J)......................................... 10,775 11,103 11,661
Maintenance................................................... 4,352 4,692 4,340
Depreciation and amortization (Note A)........................ 8,572 8,065 7,046
Taxes other than income....................................... 6,125 5,902 5,677
Income taxes (Note G)......................................... 6,249 6,915 6,022
----------------- --------------- ---------------
Total operating expenses................................... 132,427 128,828 129,041
----------------- --------------- ---------------
Operating Income......................................... 14,826 16,412 14,514
----------------- --------------- ---------------

Other Income
Equity in earnings of affiliates and
non-utility operations (Note B)............................ 2,341 2,178 2,755
Allowance for equity funds used during construction (Note A).. 273 186 225
Other income and deductions, net.............................. 19 (105) (66)
----------------- --------------- ---------------
Total other income.......................................... 2,633 2,259 2,914
----------------- --------------- ---------------
Income before interest charges............................ 17,459 18,671 17,428
----------------- --------------- ---------------

Interest Charges
Long-term debt................................................ 6,539 6,542 6,064
Other......................................................... 646 479 1,039
Allowance for borrowed funds used during
construction (Note A)...................................... (357) (202) (131)
----------------- --------------- ---------------
Total interest charges...................................... 6,828 6,819 6,972
----------------- --------------- ---------------
Net Income...................................................... 10,631 11,852 10,456

Dividends on preferred stock.................................... 811 831 852
----------------- --------------- ---------------
Net Income Applicable to Common Stock........................... $9,820 $11,021 $9,604
================= =============== ===============

Common Stock Data (Notes A and C)
Earnings per share............................................ $2.20 $2.54 $2.45

Cash dividends declared per share............................. $2.11 $2.08 $2.04

Weighted average shares outstanding........................... 4,457 4,345 3,919

The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOW

GREEN MOUNTAIN POWER CORPORATION For the Years Ended December 31

1993 1992 1991
--------- --------- ---------
(In thousands)
<S> <C> <C> <C>
Operating Activities:
Net Income........................................................... $10,631 $11,852 $10,456
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization (Note A)........................... 8,572 8,065 7,046
Dividends from associated companies less equity income (Note B).. 254 659 190
Allowance for funds used during construction (Note A)............ (630) (388) (356)
Deferred purchased power costs (Note A).......................... (6,407) (5,347) 104
Amortization of purchased power costs (Note A)................... 3,717 3,825 1,840
Deferred income taxes (Note G)................................... 5,180 3,089 1,474
Amortization of gain on sale of property......................... (53) (53) (53)
Amortization of investment tax credits (Note G).................. (283) (284) (230)
Environmental proceedings costs.................................. (2,472) (2,612) (416)
Changes in:
Special deposits............................................... -- 90 --
Accounts receivable............................................ 2,384 (433) (2,885)
Accrued utility revenues....................................... (538) (368) (16)
Fuel, materials, and supplies.................................. 53 (113) 892
Prepayments and other current assets........................... 1,069 (1,401) (1,050)
Accounts payable............................................... 513 1,521 (573)
Taxes accrued.................................................. (418) (315) 420
Interest accrued............................................... 903 (733) (188)
Other current liabilities...................................... (2,745) 1,175 2,015
Other.......................................................... (2,620) 97 4,433
--------- --------- ---------
Net cash provided by operating activities.......................... 17,110 18,326 23,103
--------- --------- ---------

Investing Activities:
Construction expenditures.......................................... (15,949) (15,327) (19,475)
Conservation expenditures.......................................... (7,418) (3,006) (1,958)
Investment in nonutility property.................................. (5,950) (282) (2,305)
Special fund for post-retirement benefits (Note A)................. (601) (56) (1,463)
--------- --------- ---------
Net cash used in investing activities............................ (29,918) (18,671) (25,201)
--------- --------- ---------
Financing Activities:
Reduction in preferred stock (Note D).............................. (190) (250) (262)
Issuance of common stock (Note C).................................. 4,077 3,195 13,989
Short-term debt, net (Note F)...................................... 7,402 (2,093) 2,302
Sale of first mortgage bonds (Note E).............................. 20,000 17,000 --
Reduction in long-term debt (Note E)............................... (8,530) (7,246) (5,116)
Cash dividends..................................................... (10,204) (9,857) (8,837)
Reacquired common stock............................................ -- -- (96)
--------- --------- ---------
Net cash provided by financing activities........................ 12,555 749 1,980
--------- --------- ---------

Net increase (decrease) in cash and cash equivalents............... (253) 404 (118)
Cash at beginning of year.......................................... 480 76 194
--------- --------- ---------
Cash at End of Year.................................................... $227 $480 $76
========= ========= =========

The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

CONSOLIDATED BALANCE SHEETS

GREEN MOUNTAIN POWER CORPORATION December 31

1993 1992
--------- ---------
(In thousands)
ASSETS

<S> <C> <C>
Electric Utility
Utility Plant (Notes A, E and I)
Utility plant, at original cost....................$214,977 $201,643
Less accumulated depreciation...................... 64,226 58,516
--------- ---------
Net utility plant................................ 150,751 143,127
Property under capital lease (Note J).............. 11,029 11,950
Construction work in progress...................... 9,631 9,646
--------- ---------
Total utility plant, net......................... 171,411 164,723
--------- ---------
Other Investments
Associated companies at equity (Notes A,B and I)... 16,886 17,139
Other investments (Note A)......................... 5,642 4,561
--------- ---------
Total other investments.......................... 22,528 21,700
--------- ---------
Current Assets
Cash............................................... 50 200
Accounts receivable, customers and others,
less allowance for doubtful accounts............. 14,814 17,198
Accrued utility revenues (Note A).................. 6,138 5,600
Fuel, materials and supplies, at average cost...... 2,841 2,894
Prepayments........................................ 1,984 1,866
Other.............................................. 1,117 309
--------- ---------
Total current assets............................. 26,944 28,067
--------- ---------
Deferred Charges
Future revenue due to income taxes................. 4,179 --
Unfunded future federal income taxes............... 4,590 --
Demand side management programs................... 12,809 6,429
Environmental proceedings costs.................... 5,356 2,969
Purchased power costs.............................. 4,134 1,445
Other.............................................. 11,277 8,169
--------- ---------
Total deferred charges........................... 42,345 19,012
--------- ---------
Non-Utility
Cash and cash equivalents.......................... 177 280
Other current assets............................... 3,479 4,736
Property and equipment............................. 11,331 10,589
Intangible assets.................................. 3,484 4,032
Other assets....................................... 10,155 4,079
--------- ---------
Total non-utility assets......................... 28,626 23,716
--------- ---------
Total Assets...........................................$291,854 $257,218
========= =========

The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

GREEN MOUNTAIN POWER CORPORATION December 31

1993 1992
--------- ---------
(In thousands)

CAPITALIZATION AND LIABILITIES

<S> <C> <C>
Electric Utility
Capitalization (See Capitalization Data)
Common Stock Equity (Note C)
Common stock..................................... $15,120 $14,712
Additional paid-in capital....................... 57,178 53,510
Retained Earnings................................ 25,229 24,801
Treasury stock, at cost.......................... (378) (378)
--------- ---------
Total common stock equity...................... 97,149 92,645
Redeemable cumulative preferred stock (Note D)..... 9,385 9,575
Long-term debt, less current maturities (Note E)... 79,800 67,644
--------- ---------
Total capitalization........................... 186,334 169,864
--------- ---------

Capital lease obligation (Note J)...................... 11,029 11,950

Current Liabilities
Current maturuties of long-term debt............... 1,800 2,486
Short-term debt (Note F)........................... 19,015 11,614
Accounts payable, trade, and accrued liabilities... 8,373 7,701
Accounts payable to associated companies (Note B).. 4,302 4,461
Dividends declared................................. 199 203
Customer deposits.................................. 1,197 1,112
Taxes Accrued...................................... 397 815
Interest accrued................................... 2,070 1,167
Other.............................................. 1,526 540
--------- ---------
Total current liabilities...................... 38,879 30,099
--------- ---------
Deferred Credits
Accumulated deferred income taxes (Note G)......... 20,683 15,504
Unamortized investment tax credits (Note G)........ 5,672 5,955
Future revenue reduction due to income taxes....... 4,366 --
Unfunded future federal income taxes............... 4,179 --
Other (Note A)..................................... 13,541 11,805
--------- ---------
Total deferred credits......................... 48,441 33,264
--------- ---------

Non-Utility
Current liabilities................................ 666 3,524
Other liabilities.................................. 6,505 8,517
--------- ---------
Total non-utility liabilities.................. 7,171 12,041
--------- ---------
Total Capitalization and Liabilities...................$291,854 $257,218
========= =========

The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

CONSOLIDATED CAPITALIZATION DATA

GREEN MOUNTAIN POWER CORPORATION December 31

<TABLE>
<CAPTION>
Issued and Outstanding
CAPITAL STOCK Authorized 1993 1992 1993 1992
----------- ---------- ---------- --------- ---------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Common Stock,$3.33 1/3 par value (Note C)..................10,000,000 4,536,042 4,413,537 $15,120 $14,712
========= =========
-----------------------------------------------------------------------------------------------------------------

Authorized Outstanding
and Issued 1993 1992 1993 1992
----------- ---------- ---------- --------- ---------
(In thousands)
Redeemable Cumulative Preferred Stock
$100 par value (Note D)
4.75%,Class B, redeemable at
$101 per share........................................ 15,000 3,900 4,200 $390 $420
7%,Class C, redeemable at
$101 per share........................................ 15,000 5,550 5,550 555 555
9.375%,Class D,Series 1,
redeemable at $101 per share.......................... 40,000 14,400 16,000 1,440 1,600
8.625%,Class D,Series 3,
redeemable at $105.751 per share...................... 70,000 70,000 70,000 7,000 7,000
--------- ---------
Total Preferred Stock...................................... $9,385 $9,575
========= =========

LONG-TERM DEBT (Note E) 1993 1992
--------- ---------
(In thousands)

First Mortgage Bonds
5 1/8% Series due 1996.............................................................................. $3,000 $3,000
7% Series due 1998.................................................................................. 3,000 3,000
8 5/8% Series due 1999.............................................................................. -- 600
9 1/8% Series due 2003 - Cash sinking fund,$100,000
annually.......................................................................................... -- 3,400
10.7% Series due 2000 - Cash sinking fund,$1,800,000
annually.......................................................................................... 12,600 14,400
10.0% Series due 2004 - Cash sinking fund,commences 1995............................................ 17,000 17,000
9.64% Series due 2020............................................................................... 9,000 9,000
8.65% Series due 2022 - Cash sinking fund,commences 2012............................................ 13,000 13,000
6.84% Series due 1997 - Cash sinking fund,commences 1995............................................ 4,000 4,000
5.71% Series due 2000............................................................................... 5,000 --
6.7% series due 2018................................................................................ 15,000 --

Debentures
8 7/8% due 1994 - Cash sinking fund,$86,000 annually................................................ -- 980
12 5/8% due 1998 - Cash sinking fund,$500,000 annually.............................................. -- 1,750
--------- ---------
Total Long-term Debt Outstanding...................................................................... 81,600 70,130
Less Current Maturities (due within one year)....................................................... 1,800 2,486
--------- ---------
Total Long-term Debt, Net............................................................................. $79,800 $67,644
========= =========

The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

Notes to Consolidated Financial Statements

A. Significant Accounting Policies
1. System of Accounts
The Company's accounting records, rates, operations and certain other
practices of its electric utility business are subject to the regulatory
authority of the Federal Energy Regulatory Commission (FERC) and the
Vermont Public Service Board (VPSB).

2. Basis of Presentation
Included in equity in earnings of affiliates and non-utility operations
in the Other Income section of the Statements of Consolidated Income are
the results of operations of the Company's rental water heater program,
which is not regulated by the VPSB, and four of the Company's wholly
owned subsidiaries, Green Mountain Propane Gas Company, Mountain Energy,
Inc., GMP Real Estate Corporation, and Lease-Elec, Inc. (also unregulated).
Summarized financial information is as follows:
For the years ended December 31
1993 1992
---- ----
(In thousands)
Revenue . . . . . . . . . . . . . . . $11,487 $11,146
Expense. . . . . . . . . . . . . . . . 11,527 11,409
--------- ---------
Net Income (Loss) . . . . . . . . . . ($ 40) ($ 263)
========= =========

The Company carries its investments in various associated companies --
Vermont Yankee Nuclear Power Corporation (Vermont Yankee), Vermont
Electric Power Company, Inc. (VELCO), New England Hydro-Transmission
Corporation, and New England Hydro-Transmission Electric Company -- at
equity.

3. Statements of Cash Flows
The following amounts of interest (net of amounts capitalized) and
income taxes were paid for the years ending December 31:
1993 1992 1991
---- ---- ----
(In thousands)
Interest . . . . . . . . . . . . . . . . $6,206 $7,683 $7,254
Income Taxes (Net of refunds) . . . . . $1,920 $3,511 $3,695

4. Utility Plant
The cost of plant additions includes all construction-related direct
labor and materials, as well as indirect construction costs including
the cost of money (Allowance for Funds Used During Construction or
AFUDC). The costs of renewals and betterments of property units are
capitalized; the costs of maintenance, repairs and replacements of minor
property items are charged to maintenance expense; the costs of units of
property removed from service, net of removal costs and salvage, are
charged to accumulated depreciation.

AFUDC represents the composite interest and equity costs of capital
funds used to finance construction. AFUDC, a non-cash item, is
recognized as a cost of "Utility Plant" with offsetting credits to
"Other Income" and "Interest Charges." This is in accordance with
established regulatory ratemaking practice under which a utility is
permitted a return on, and the recovery of, these capital costs through
their ultimate inclusion in rate base and in the provisions for
depreciation.

When Construction Work in Progress (CWIP) is included in rate base and
the utility is recovering the cost of financing this construction
through rates, no AFUDC is included in the cost of such construction.
The VPSB generally allows CWIP in rate base for short-term construction
projects and projects for which completion is imminent.

AFUDC, which is compounded semi-annually, was calculated using weighted
average rates of 7.2 percent, 8.9 percent and 7.6 percent for the years
1993, 1992 and 1991, respectively.

5. Depreciation
The Company provides for depreciation on the straight-line method based
on the cost and estimated remaining service life of the depreciable
property outstanding at the beginning of the year.

The annual depreciation provision was approximately 3.6 percent, 3.5
percent and 3.5 percent of total depreciable property at the beginning
of the year for 1993, 1992 and 1991, respectively.

6. Operating Revenues
Operating revenues consist principally of sales of electric energy. The
Company records accrued utility revenues, based on estimates of electric
service rendered and not billed at the end of an accounting period, in
order to match revenues with related costs.

7. Deferred Charges
In a manner consistent with authorized or expected ratemaking treatment,
the Company defers and amortizes certain replacement power, maintenance
and other costs associated with the Vermont Yankee nuclear plant. In
addition, the Company accrues other replacement power expenses to
reflect more accurately its cost of service to better match revenues and
expenses consistent with regulatory treatment.

At December 31, 1993 deferred charges totaled $42.3 million, consisting
of charges for conservation programs, response and litigation costs
attributable to the Pine Street Marsh site discussed in Note I.1, repair
costs for and relicensing of the Essex hydroelectric facility, repair
costs for the Vergennes hydroelectric facility, Hydro-Quebec power
contract negotiations and support charges, regulatory deferrals of storm
damages, PCB clean-up, regulatory deferrals of rights-of-way
maintenance, costs associated with the 1993 scheduled Vermont Yankee
outage, postretirement health care costs, and various other projects and
deferrals.

8. Earnings Per Share
Earnings per share are based upon the weighted average number of shares
of common stock outstanding during each year.

9. Major Customers
The Company had one major retail customer, IBM, metered at two
locations, that accounted for 13.6, 13.8 and 13.0 percent of operating
revenues in 1993, 1992 and 1991, respectively.

10. Pension and Retirement Plans
The Company has a defined benefit pension plan covering substantially
all of its employees. The retirement benefits are based on the
employees' level of compensation and length of service. The Company's
policy is to fund all pension costs accrued. The Company records annual
expense in accordance with methods approved in the rate-setting process.

Net pension costs reflect the following components and assumptions:
1993 1992 1991
---- ---- ----
(Dollars in thousands)

Service cost-benefits earned during the period . $ 748 $ 676 $ 621
Interest cost on projected benefit obligations . 1,593 1,466 1,275
Actual (return) loss on plan assets . . . . . . . (3,107) (1,743) (3,109)
Net amortization and deferral . . . . . . . . . . 1,141 (77) 1,440
Adjustment due to actions of regulator . . . . . 337 430 153
------ ------- ------
Net periodic pension cost funded and recognized . $ 712 $ 752 $ 380
====== ======= ======

Assumptions used to determine pension costs in 1993, 1992 and 1991 were:
Discount rate . . . . . . . . . . . . . . . . 8.0% 8.0% 8.0%
Rate of increase in future compensation levels 6.0% 6.0% 6.0%
Expected long-term rate of return on assets . 9.0% 9.0% 9.0%

The following table sets forth the Plan's funded status as of December 31:
1993 1992 1991
---- ---- ----
(In thousands)
Actuarial present value of benefit obligations:
Accumulated benefit obligations,
including vested benefits of $16,825,
$15,100 and $12,567, respectively . . . . . ($17,105) ($15,262) ($12,704)
========= ========= =========
Projected benefit obligations for
service rendered to date . . . . . . . . . ($21,002) ($19,235) ($16,563)
Plan assets at fair value . . . . . . . . . . . 23,981 21,167 19,675
------- ------- -------
Assets in excess of projected
benefit obligations . . . . . . . . . . . . . 2,979 1,932 3,112
Unrecognized net loss (gain) from past
experience different from that assumed . . . (272) 559 399
Prior service cost not yet recognized in net
periodic pension cost . . . . . . . . . . . . 1,885 2,028 842
Unrecognized net asset at transition
being recognized over 16.47 years . . . . . . (2,162) (2,391) (2,619)
Adjustment due to actions of regulator . . . . . (2,430) (2,128) (1,734)
------ ------ -----
Prepaid pension cost included in other assets . $ --- $ --- $ ---
====== ====== ======

The Company has evaluated the effect of a reduction in the discount rate
and compensation trend rate and has concluded that the net effect of
such changes is insignificant.

The plan assets consist primarily of cash equivalent funds, fixed income
securities and listed equity securities.

The Company also has a supplemental pension plan for certain employees.
Pension costs for the years ended December 31, 1993, 1992 and 1991 were
$384,000, $377,000 and $352,000, respectively, under this plan. This
plan is supported through insurance contracts.

11. Fair Value of Financial Instruments
If the first mortgage bonds, debentures, and preferred stock outstanding
at December 31, 1993 were refinanced using new issue debt rates of
interest, which are generally lower than the Company's outstanding
rates, the present value of those obligations would differ from the
amounts outstanding on the December 31, 1993 balance sheet by
nine percent. The Company does not anticipate a refinancing; however,
if such an event were to occur, there would be no gain or loss, inasmuch
as under established regulatory precedent, any such difference would be
reflected in rates and have no effect upon income.

12. Postretirement Health Care Benefits
The Company provides certain health care benefits for retired employees
and their dependents. Employees become eligible for these benefits if
they reach normal retirement age while working for the Company.

On January 1, 1993, the Company adopted the standard on accounting for
postretirement health care and other benefits, SFAS 106, which requires
the Company to use accrual accounting for postretirement benefits other
than pensions. Prior to 1993, the Company recognized the cost of
postretirement health care benefits by recording an amount equivalent to
that which had been allowed in rates. The difference between total cost
and claims paid was accrued on the balance sheet.

In its January 4, 1991 rate order, the VPSB required the Company to
establish a fund in which the Company will accumulate monies for
postretirement health care expenses. At December 31, 1993, the Company
had deposited $2.1 million in the investment fund, which is included in
other investments in the accompanying balance sheet. In January 1994,
the Company fully funded its accrued postretirement benefit cost of
$3.3 million. In order to maximize the tax deductible contributions
that are allowed under IRS regulations, the Company has amended its
pension plan and established separate VEBA trusts for its union and
nonunion employees.

The Company will seek and expects to receive rate recovery for all
amounts expended for postretirement health care benefits.

Net postretirement benefits costs for 1993 reflect the following
components and assumptions:
(In thousands)
Accumulated postretirement benefit obligation:
Current retirees . . . . . . . . . . . . . . . . . ($ 3,628)
Participants currently eligible . . . . . . . . . (2,288)
All others . . . . . . . . . . . . . . . . . . . . (4,789)
--------
Total accumulated postretirement benefit obligation . (10,705)
Plan assets at fair value . . . . . . . . . . . . . . 0
-------
Accumulated postretirement benefit obligation in excess
of plan assets . . . . . . . . . . . . . . . . . . (10,705)
Unrecognized transition obligation . . . . . . . . . 6,845
Unrecognized net loss (gain) . . . . . . . . . . . . 538
--------
Accrued postretirement benefit cost . . . . . . . . . $3,322
========
Net periodic postretirement benefit cost for 1993 includes the following
components:
(In thousands)
Service cost . . . . . . . . . . . . . . . . . . . . $ 438
Interest cost . . . . . . . . . . . . . . . . . . . 940
Amortization and deferral . . . . . . . . . . . . . 380
--------
Total net periodic postretirement benefit cost . . . $ 1,758
========

For measurement purposes, a 14.25 percent annual rate of increase in the
per capita cost of covered benefits was assumed for 1993; the rate was
assumed to decrease gradually to 5.5 percent by the year 2000 and remain
at that level thereafter. The health care cost trend rate assumption
has a significant effect on the amounts reported. For example,
increasing the assumed health care cost trend rate by one percentage
point would increase the accumulated postretirement benefit obligation
as of December 31, 1993 by $1.7 million and the aggregate of the service
and interest components of net periodic postretirement benefit cost for
the year ended December 31, 1993 by $241,000. The weighted average
discount rate used in determining the accumulated postretirement benefit
obligation was 8 percent at December 31, 1993.

The Company has evaluated the effect of a reduction in the discount rate
and medical care trend rate and has concluded that the net effect of
such changes is insignificant.

13. Deferred Credits
The Company has deferred credits and other long-term liabilities of
$22.1 million, consisting of operating lease equalization, general
liabilities and damages reserves and accruals for employee benefits.

B. Investments in Associated Companies
The Company accounts for investments in the following companies by the
equity method:
Investment in Equity
Percent Ownership December 31,
at December 31, 1993 1993 1992
-------------------- ---- ----
(In thousands)
VELCO - Common . . . . . . . . . 29.5% $ 1,816 $ 1,818
- Preferred . . . . . . . 30.0% 1,572 1,736
------- ------
Total VELCO . . . . . . . . . . 3,388 3,554
Vermont Yankee - Common . . . . 17.9% 9,745 9,731
New England Hydro-Transmission -
Common . . . . . . . . . . 3.18% 1,408 1,489
New England Hydro-Transmission
Electric - Common . . . . . 3.18% 2,345 2,396
-------- --------
$16,886 $17,170
======= ========

Undistributed earnings in associated companies totaled $1,140,000 at
December 31, 1993.
VELCO
VELCO is a corporation engaged in the transmission of electric power
within the state of Vermont. VELCO has entered into transmission
agreements with the State of Vermont and other electric utilities, and
under these agreements bills all costs, including interest on debt and a
fixed return on equity, to the State and others using the system. The
Company's purchases of transmission services from VELCO were
$8.0 million, $7.8 million and $7.8 million for the years 1993, 1992 and
1991, respectively. Pursuant to VELCO's Amended Articles of
Association, the Company is entitled to approximately 30 percent of the
dividends distributed by VELCO. The Company has recorded its equity in
earnings on this basis and also is obligated to provide its
proportionate share of the equity capital requirements of VELCO through
continuing purchases of its common stock, if necessary.
Summarized financial information for VELCO is as follows:
December 31,
---------------------------
1993 1992 1991
---- ---- ----
(In thousands)
Company's equity in net income . . . . . . . $ 406 $ 448 $ 466
======= ======= ======
Total assets . . . . . . . . . . . . . . . . $70,199 $70,821 $69,949
Less:
Liabilities and long-term debt . . . . . 58,806 58,889 57,395
------- ------- -------
Net assets . . . . . . . . . . . . . . . . . $11,393 $11,932 $12,554
======= ======= =======
Company's equity in net assets . . . . . . . $ 3,388 $ 3,554 $ 3,738
======= ======= =======
Vermont Yankee
The Company is responsible for 17.3 percent of Vermont Yankee's expenses of
operations, including costs of equity capital and estimated costs of
decommissioning, and is entitled to a similar share of the power output of
the nuclear plant, which has a net capacity of 520 megawatts. Vermont
Yankee's current estimate of decommissioning is approximately $253 million
in 1993 dollars, of which $99 million has been funded. At December 31,
1993, the Company's portion of the net unfunded liability was $27 million,
which it expects will be recovered through rates over Vermont Yankee's
remaining operating life. As a sponsor of Vermont Yankee, the Company also
is obligated to provide 20 percent of capital requirements not obtained by
outside sources. During 1993, the Company incurred $27.7 million in Vermont
Yankee annual capacity charges, which included $1.6 million for interest
charges. The Company's share of Vermont Yankee's long-term debt at December
31, 1993 was $13.8 million.

The Price-Anderson Act currently limits public liability from a single
incident at a nuclear power plant to $9.4 billion. Any liability beyond
$9.4 billion is indemnified under an agreement with the NRC. The first
$200 million of liability coverage is the maximum provided by private
insurance. The Secondary Financial Protection program is a retrospective
insurance plan providing additional coverage up to $9.2 billion per incident
by assessing retrospective premiums of $79.3 million against each of the 116
reactor units in the United States that are currently subject to the
Program, limited to a maximum assessment of $10 million per incident per
nuclear unit in any one year. The maximum assessment is to be adjusted at
least every five years to reflect inflationary changes.

The above insurance covers all workers employed at nuclear facilities prior
to January 1, 1988, for bodily injury claims. Vermont Yankee has purchased
a master worker insurance policy with limits of $200 million with one
automatic reinstatement of policy limits to cover workers employed on or
after January 1, 1988. Vermont Yankee's estimated contingent liability for
a retrospective premium on the master worker policy as of December 1993 is
$3.1 million. The secondary financial protection program referenced above
provides coverage in excess of the Master Worker policy.

Insurance has been purchased from Nuclear Electric Insurance Limited
(NEIL II) to cover the costs of property damage, decontamination or
premature decommissioning resulting from a nuclear incident. All companies
insured with NEIL II are subject to retroactive assessments if losses exceed
the accumulated funds available to NEIL II. The maximum potential
assessment against Vermont Yankee with respect to losses arising during the
current policy year is $5.8 million at the time of the first loss and
$12.3 million at the time of a subsequent loss. Vermont Yankee's liability
for the retrospective premium adjustment for any policy year ceases six
years after the end of that policy year unless prior demand has been made.
Summarized financial information for Vermont Yankee is as follows:
December 31,
1993 1992 1991
---- ---- ----
(In thousands)
Earnings:
Operating revenues . . . . . . . . . . . $180,145 $175,919 $151,722
Net income applicable to common stock . 7,793 7,921 8,490
Company's equity in net income . . . . . 1,425 1,415 1,516
Total assets . . . . . . . . . . . . . . . $469,770 $438,208 $417,618
Less:
Liabilities and long-term debt . . . . 415,606 383,933 363,354
-------- -------- --------
Net assets . . . . . . . . . . . . . . . . $ 54,164 $ 54,275 $ 54,264
======== ======== ========
Company's equity in net assets . . . . . . $ 9,745 $ 9,731 $ 9,729
======== ======== ========
C. Common Stock Equity
The Company maintains a Dividend Reinvestment and Stock Purchase Plan
(DRIP) under which 394,112 shares were reserved and unissued at December
31, 1993. The Company also funds an Employee Savings and Investment
Plan (ESIP). At December 31, 1993, there were 47,067 shares reserved
and unissued under the ESIP.

In October 1991, the Company issued 429,600 additional shares of common
stock at a price of $28.25 per share. The net proceeds were used to
reduce the Company's outstanding short-term debt, to finance planned
capital additions and to maintain an appropriate capital structure.

In May 1993, the Company amended its Articles of Association increasing
the number of authorized shares of common stock from 6,000,000 to
10,000,000.

Changes in common stock equity for the years ended December 31, 1991,
1992 and 1993 are as follows:

Common Stock Treasury Stock
------------------------ Paid-in Retained ------------------------ Stock
Shares Amount Capital Earnings Shares Amount Equity
------ ------ ------- -------- ------ ------ ------
(Dollars in thousands)

<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1990............... 3,779,623 $12,599 $38,438 $21,187 11,586 ($282) $71,942

Common Stock Issuance:
Public:................................ 429,600 1,432 10,704 12,136
DRIP:.................................. 73,370 245 1,659 1,904
ESIP:.................................. 24,965 83 586 669
Purchase of Treasury Stock............... 4,270 (96) (96)
Net Income............................... 10,456 10,456
Cash Dividends on Capital Stock:
Common Stock -$2.04 per share..... (7,988) (7,988)
Preferred Stock -$4.75 per share..... (24) (24)
-$7.00 per share..... (45) (45)
-$9.375 per share.... (176) (176)
-$8.625 per share.... (604) (604)
Other-Common Stock Issuance Expense...... (719) (719)
------------------------------------------------------------------------------------
BALANCE, December 31, 1991............... 4,307,558 14,359 50,668 22,806 15,856 (378) 87,455

Common Stock Issuance:
DRIP:.................................. 84,637 282 2,251 2,533
ESIP:.................................. 21,342 71 591 662
Net Income............................... 11,852 11,852
Cash Dividends on Capital Stock:
Common Stock -$2.08 per share..... (9,029) (9,029)
Preferred Stock -$4.75 per share..... (22) (22)
-$7.00 per share..... (41) (41)
-$9.375 per share.... (161) (161)
-$8.625 per share.... (604) (604)
------------------------------------------------------------------------------------
BALANCE, December 31, 1992............... 4,413,537 14,712 53,510 24,801 15,856 (378) 92,645

Common Stock Issuance:
DRIP:.................................. 86,974 290 2,586 2,876
ESIP:.................................. 35,531 118 1,082 1,200
Net Income............................... 10,631 10,631
Cash Dividends on Capital Stock:
Common Stock -$2.08 per share..... (9,396) (9,396)
Preferred Stock -$4.75 per share..... (19) (19)
-$7.00 per share..... (38) (38)
-$9.375 per share.... (146) (146)
-$8.625 per share.... (604) (604)
------------------------------------------------------------------------------------
BALANCE, December 31, 1993............... 4,536,042 $15,120 $57,178 $25,229 15,856 ($378) $97,149
====================================================================================

</TABLE>

Dividend Restrictions
Certain restrictions on the payment of cash dividends on common stock
are contained in the indentures relating to long-term debt and in the
Restated Articles of Association. Under the most restrictive of such
provisions, $17.9 million of retained earnings were free of restrictions
at December 31, 1993.

The properties of the Company include several hydroelectric projects
licensed under the Federal Power Act, with license expiration dates
ranging from 1993 to 2022. At December 31, 1993, $259,000 of retained
earnings had been appropriated as excess earnings on hydroelectric
projects as required by Section 10(d) of the Federal Power Act.

D. Preferred Stock
The holders of the preferred stock are entitled to specific voting
rights with respect to the placement of restrictions on certain types of
corporate actions. They are also entitled to elect the smallest number
of directors necessary to constitute a majority of the Board of
Directors in the event of preferred stock dividend arrearages equivalent
to or exceeding four quarterly dividends. Similarly, the holders of the
preferred stock are entitled to elect two directors in the event of a
default in any purchase or sinking fund requirements provided for any
class of preferred stock.

Certain classes of preferred stock are subject to annual purchase or
sinking fund requirements. The sinking fund requirements are mandatory.
The purchase fund requirements are mandatory, but holders may elect not
to accept the purchase offer. The redemption or purchase price to
satisfy these requirements may not exceed $100 per share plus accrued
dividends. All shares redeemed or purchased in connection with these
requirements must be canceled and may not be reissued. The annual
purchase and sinking fund requirements for certain classes of preferred
stock are:

Purchased and Sinking Fund
4.75%, Class B . . . . . . . . December 1 450 Shares
7%, Class C . . . . . . . . . December 1 450 Shares
9.375%, Class D, Series 1 . . December 1 1,600 Shares

The 8.625%, Class D, Series 3, preferred stock issued in September 1990,
requires no sinking fund.

Under the Restated Articles of Association relating to Redeemable
Cumulative Preferred Stock, the annual aggregate amounts of purchase and
sinking fund requirements for the next five years are $250,000 for each
of the years 1994 and 1995, and $1,650,000 for the years 1996 - 1998.

All of the classes of preferred stock are redeemable at the option of
the Company or, in the case of voluntary liquidation, at various prices
on various dates. The prices include the par value of the issue plus
any accrued dividends and a redemption premium. The redemption premium
for Class B, C and D, Series 1, is $1.00 per share. The redemption
premium for the Class D, Series 3, is $5.751 per share until September
1, 1994; $4.793 per share from September 1, 1994 to September 1, 1995;
$3.835 per share from September 1, 1995 to September 1, 1996; $2.877 per
share from September 1, 1996 to September 1, 1997; $1.919 per share from
September 1, 1997 to September 1, 1998; and $0.916 per share from
September 1, 1998 to September 1, 1999, after which there is no
redemption premium.

In May 1993, the Company amended its Articles of Association authorizing
a new class of preferred stock, Class E, which may be divided into and
issued in series. No shares of Class E preferred stock were issued as
of December 31, 1993.

E. Long-term Debt
Utility
Substantially all of the property and franchises of the Company are
subject to the lien of the indenture under which first mortgage bonds
have been issued. The annual sinking fund requirements (excluding
amounts that may be satisfied by property additions) and long-term debt
maturities for the next five years are:
Sinking
Funds Maturities Total
------- ---------- -----
(In thousands)

1994 . . . . . . . . . . . . . . $1,800 $ --- $1,800
1995 . . . . . . . . . . . . . . 4,833 --- 4,833
1996 . . . . . . . . . . . . . . 4,833 3,000 7,833
1997 . . . . . . . . . . . . . . 3,500 1,334 4,834
1998 . . . . . . . . . . . . . . 3,500 3,000 6,500

Non-Utility
At December 31, 1993, Green Mountain Propane Gas Company, the Company's
propane subsidiary, had long-term debt of $4,125,000, which was secured
by substantially all of the subsidiary's assets. The annual sinking
fund requirements and maturities for the next three years are:

Sinking
Funds Maturities Total
(In thousands)

1994 . . . . . . . . . . . . . $1,100 $ --- $1,100
1995 . . . . . . . . . . . . . 1,100 --- 1,100
1996 . . . . . . . . . . . . . 550 1,375 1,925

F. Short-term Debt
Utility
At December 31, 1993, the Company had lines of credit with five banks
totaling $30.5 million, with borrowings outstanding of $19.0 million.
Borrowings under these lines of credit are at interest rates ranging
from less than prime to the prime rate. The Company has fee
arrangements on its lines of credit ranging from 1/4 to 3/8 percent and
no compensating balance requirements. These lines of credit are subject
to periodic review and renewal during the year by the various banks.

Non-Utility
At December 31, 1993, Green Mountain Propane Gas Company, the Company's
propane subsidiary, had a line of credit with a bank for $2.0 million,
with borrowings outstanding of $400,000.

G. Income Taxes
Utility
On January 1, 1993, the Company adopted the standard on accounting for
income taxes, SFAS 109, which requires an asset and liability approach
for financial accounting and reporting for income taxes.

When implementing SFAS 109 the Company created additional deferred tax
assets of $4.8 million and deferred tax liabilities of $5.6 million to
give recognition to certain temporary differences previously not
recognized in the Company's financial statements. These additional
deferred taxes will be collected from or returned to ratepayers in
future periods and, accordingly, the Company recognized a regulatory
liability and regulatory asset related to income taxes of $4.8 million
and $5.6 million, respectively. The implementation of SFAS 109 on
January 1, 1993, and the application of SFAS 109 had no material impact
on the Company's results of operations or cash flows in the twelve
months ended December 31, 1993. Additionally, the Company does not
believe SFAS 109 will significantly impact future results of operations
or cash flows based on current ratemaking policy.

The implementation of SFAS 109 also requires the Company to consider now
the future utilization of deferred tax assets. If there is doubt that
the Company will be able to utilize these future tax benefits, it might
be necessary to establish a valuation allowance. The Company has
concluded that it is not necessary at this time to establish a valuation
allowance. The Company has been in a tax-paying position for
approximately ten years and does not foresee future events that will
alter the Company's capacity to utilize these deductions when intended.

The temporary differences which gave rise to the net deferred tax
liability at January 1, 1993 and December 31, 1993, were as follows:

At January 1, At December 31,
1993 1993
------------- ---------------
(In thousands)
Deferred Tax Assets
Contributions in aid of construction. . $ 4,584 $ 5,094
Deferred compensation and
postretirement benefits . . . . . . . 3,046 3,387
Alternative minimum tax credit . . . . 305 749
Excess deferred taxes . . . . . . . . . 2,287 2,188
Unamortized investment tax credits . . 2,528 2,402
Other . . . . . . . . . . . . . . . . . 2,077 1,018
------- -------
$14,827 $14,838
------- -------
Deferred Tax Liabilities
Property-related and other . . . . . . $22,659 $25,090
Demand side management costs . . . . . 2,856 5,841
Unamortized investment tax credit . . . 5,956 5,672
Reversal of previously flowed-through
tax depreciation . . . . . . . . . . 4,865 4,182
AFUDC equity basis adjustment . . . . . 771 726
-------- --------
37,107 41,511
-------- --------
Net accumulated deferred income tax
asset (liability) . . . . . . . . . . ($22,280) ($26,673)
========= =========

The following table reconciles the change in the net accumulated
deferred income tax liability to the deferred income tax expense
included in the income statement for the period:

Net change in deferred income tax liability per above table . . . $4,393
Change in income tax related regulatory assets and liabilities. . 503
Other adjustments . . . . . . . . . . . . . . . . . . . . . . . . 849
------
Deferred income tax expense for the period . . . . . . . . . . . $5,745
======

The components of the provision for income taxes are:
Year Ended December 31,
1993 1992 1991
---- ---- ----
(In thousands)
Current state income taxes . . . . . . . $ 134 $ 796 $ 991
Deferred state income taxes . . . . . . 1,225 716 332
Current federal income taxes . . . . . . 369 3,007 3,730
Deferred federal income taxes . . . . . 4,804 2,678 1,243
Investment tax credits -- net . . . . . (284) (284) (276)
------- ------- --------
Total income taxes . . . . . . . . . . . 6,248 6,913 6,020
Amounts included in "Other income" . . . 1 2 2
------- ------- -------
Income taxes charged to operations . . . $6,249 $6,915 $6,022
======= ======= =======

The following table details the components of the provisions for
deferred federal income taxes:
Year Ended December 31,
1993 1992 1991
---- ---- ----
(In thousands)
Deferred purchase power costs . . . . . $ 904 $ 475 $ (606)
Excess tax depreciation . . . . . . . . 1,300 1,512 1,497
Demand side management . . . . . . . . 1,918 733 584
State tax benefit . . . . . . . . . . . (416) (211) (52)
Contributions in aid of construction . (404) (746) (293)
Supplemental benefit plans . . . . . . (182) (42) (383)
Prepaid property taxes . . . . . . . . --- 8 36
Pine Street . . . . . . . . . . . . . . 817 237 152
Other . . . . . . . . . . . . . . . . . 867 712 308
------- ------- -------
$4,804 $2,678 $1,243
======= ======= =======

Total federal income taxes differ from the amounts computed by applying
the statutory tax rate to income before taxes. The reasons for the
differences are:
Year Ended December 31,
1993 1992 1991
---- ---- ----
(In thousands)
Income before income tax . . . . . . . $16,880 $18,765 $16,476
Federal statutory rate . . . . . . . . 34% 34% 34%
Computed "expected" federal
income taxes . . . . . . . . . . . . $ 5,739 $ 6,380 $ 5,602
Increase (decrease) in taxes
resulting from:
Tax versus book depreciation . . . . 327 357 357
Dividends received and paid credit . (580) (597) (634)
AFUDC - equity funds . . . . . . . . (93) (63) (77)
Amortization of ITC . . . . . . . . (284) (284) (276)
State tax benefit . . . . . . . . . (462) (514) (450)
Excess deferred taxes . . . . . . . (60) (60) (60)
Other . . . . . . . . . . . . . . . 302 182 235
------- ------- -------
Total federal income taxes . . . . . . $4,889 $5,401 $4,697
======= ======= =======
Effective federal income tax rate . . 28.9% 28.8% 28.5%

Non-Utility
The Company's non-utility subsidiaries had accumulated deferred income
taxes of $2.3 million on its balance sheet at December 31, 1993, largely
attributable to property-related transactions.

The components of the provision for income taxes for the non-utility
operations are:
Year Ended December 31,
1993 1992 1991
---- ---- ----
(In thousands)
State income taxes . . . . . . . . . . $ (58) $(104) $ (40)
Federal income taxes . . . . . . . . . (224) (314) (150)
Investment tax credits . . . . . . . . (45) (45) (61)
------ ------ ------
Income taxes charged to operations . . $(327) $(463) $(251)
====== ====== ======

Total federal income taxes differ from the amounts computed by applying
the statutory rate to income before taxes, primarily attributable to
state tax benefits.

The effective federal income tax rates for the non-utility operations
were 34.2 percent, 33.3 percent and 43.1 percent for the years ended
1993, 1992 and 1991, respectively.

H. Quarterly Financial Information (Unaudited)
The following quarterly financial information, in the opinion of
management, includes all adjustments necessary to a fair statement of
results of operations for such periods. Variations between quarters
reflect the seasonal nature of the Company's business and the timing of
rate changes.

1993 Quarter Ended
March June Sept. Dec. Total
----- ---- ----- ---- -----
(Amounts in thousands, except per share)
Operating Revenues . . . . . . $40,751 $33,427 $35,647 $37,428 $147,253
Operating Income . . . . . . . 5,160 2,093 3,075 4,498 14,826
Net Income . . . . . . . . . . 4,302 966 2,051 3,312 10,631
Net Income Applicable to
Common Stock . . . . . . . . 4,099 763 1,848 3,110 9,820
Earnings per Average Share of
Common Stock . . . . . . . . $0.93 $0.17 $0.41 $0.69 $2.20
Weighted Average Number of
Common Shares Outstanding . 4,415 4,442 4,470 4,503 4,457

1992 Quarter Ended
March June Sept. Dec. Total
----- ---- ----- ---- -----
(Amounts in thousands, except per share)
Operating Revenues . . . . . . $39,476 $33,288 $33,911 $38,565 $145,240
Operating Income . . . . . . . 5,636 2,420 3,888 4,468 16,412
Net Income . . . . . . . . . . 4,060 1,585 2,766 3,441 11,852
Net Income Applicable to
Common Stock . . . . . . . . 3,852 1,377 2,558 3,234 11,021
Earnings per Average Share of
Common Stock . . . . . . . . $0.89 $0.32 $0.59 $0.74 $2.54
Weighted Average Number of
Common Shares Outstanding . 4,305 4,329 4,359 4,386 4,345

I. Commitments and Contingencies
1. Environmental Matters
In 1982, the United States Environmental Protection Agency (EPA)
notified the Company that the EPA, pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (CERCLA),
was considering spending public funds to investigate and take corrective
action involving claimed releases of allegedly hazardous substances at a
site identified as the Pine Street Marsh in Burlington, Vermont. On
part of this site was located a manufactured-gas facility owned and
operated by a number of separate enterprises, including the Company,
from the late 19th century to 1967. In its notice, the EPA stated that
the Company may be a "potentially responsible party" (PRP) under CERCLA
from which reimbursement of costs of investigation and of corrective
action may be sought. On February 23, 1988, the Company received a
Special Notice letter from the EPA stating that the letter constituted a
formal demand for reimbursement of costs, including interest thereon,
that were incurred and were expected to be incurred in response to the
environmental problems at the site.

On December 5, 1988, the EPA brought suit against the Company, New
England Electric System, and Vermont Gas Systems, Inc. in the United
States District Court for the District of Vermont seeking reimbursement
for costs it incurred in conducting activities in 1985 to remove
allegedly hazardous substances from the site, and requested a
declaratory judgment that the Company and the other defendants are
liable for all costs that have been incurred since the removal and that
continue to be incurred in responding to claims of releases or
threatened releases from the Maltex Pond Area -- the portion of the site
where the removal action occurred. The complaint specifically alleged
that the EPA expended at least $741,000 during the 1985 removal action
and sought interest on this amount from the date the funds were expended
and costs of litigation, including attorneys' fees. The Company entered
a cross-claim against New England Electric System and third-party claims
against UGI Corporation, Southern Union Corporation, the State of
Vermont, and an individual property owner at the site for recovery of
its response costs and for contribution. Fourth-party defendants
subsequently were joined.

In July 1990, the Company and other parties signed a proposed Consent
Decree settling the removal action litigation. All 14 settling
defendants contributed to the aggregate settlement amount of $945,000.
Individual contributions were treated as confidential under the proposed
Consent Decree.

On December 26, 1990, upon the unopposed motion of the United States,
the Consent Decree was entered by the Court.

During the summer and fall of 1989, the EPA conducted the initial phase
of the Remedial Investigation (RI) and commenced the Feasibility Study
(FS) relating to the site. In the fall of 1990 and in 1991, the EPA
conducted a second phase of RI work and studied the treatability of
soils and groundwater at the site. In the fall of 1991, the EPA
responded favorably to a request from the Company and other PRPs to
participate in informal discussions on the EPA's ongoing investigation
and evaluation of the site, and invited the Company and other interested
parties to share technical information and resources with the EPA that
might assist it in evaluating remedial options. Thereafter, the Company
and other PRPs held several meetings with the EPA to discuss technical
issues and received copies of the EPA's Supplemental Remedial
Investigation Final Report, and its Baseline Risk Assessment Final
Report.

On November 6, 1992, the EPA released its final RI/FS and announced a
proposed remedy with an estimated total cost of approximately
$49.5 million, including 30 years' operation and maintenance costs, with
a net present value of approximately $26.4 million. The EPA's preferred
remedy called for construction of a Containment/Disposal Facility "CDF"
over a portion of the site. The CDF would have consisted of subsurface
vertical barriers and a low permeability cap, with collection trenches
and hydraulic control system to capture groundwater and prevent its
migration outside of the CDF. Collected groundwater would have been
treated and discharged or stored and disposed of off-site. The proposed
remedy also would have required construction of new wetlands to replace
those that would be destroyed by construction of the CDF and a long-term
monitoring program.

On May 15, 1993, the PRP group in which the Company participated
submitted extensive comments to the EPA opposing the proposed remedy.
In response to an earlier request from the EPA, the PRP group also
submitted a detailed analysis of an alternative remedy anticipated to
cost approximately $20 million. In early June, in response to
overwhelming negative comment, the EPA withdrew its proposed remedy and
announced that it would work with all interested parties in developing a
new proposal. Since then, the EPA has established a coordinating
council, with representatives of PRPs, environmental groups, and
government agencies, and presided over by a neutral mediator. The
council is charged with determining what additional studies may be
appropriate for the site and may also eventually address additional
response activities. The Company is represented on the council.

In early 1994, the Company and other PRPs met with the EPA to commence
negotiations on an Administration Order of Consent pursuant to which the
PRPs would conduct additional studies agreed to by the coordinating
council. Although negotiations are not yet complete, it is likely that
the EPA will consent to allowing the PRPs to conduct additional studies
at the site and that the EPA will not require reimbursement for its past
RI/FS study costs as a condition to allowing the PRPs to conduct these
additional studies. The EPA has previously advised the Company that
ultimately it will seek to hold the Company and the PRPs liable for such
costs.

In September 1991, the Company, New England Electric System and Vermont
Gas Systems, Inc. entered into confidential negotiations with most other
PRPs concerning allocation of unresolved liabilities concerning the
site. Those negotiations are continuing.

In December 1991, the Company brought suit against several previous
insurers seeking recovery of unrecovered past costs and indemnity
against future liabilities associated with environmental problems at the
site. The parties to this action are engaged in discovery and motions
practice.

The Company has reached a confidential settlement with one of the
defendants that provided the Company with second layer excess liability
coverage for a seven month period in 1976. The Company has also reached
a confidential agreement in principle with another insurance company
defendant that provided the Company with comprehensive general liability
insurance between 1976 and 1982, and with environmental impairment
liability insurance from 1981 to 1984. These policies were in place in
1982 when the EPA first notified the Company that it might be a
potentially responsible party at the Pine Street Marsh site.

The Company is unable to predict at this time the magnitude of any
liability resulting from potential claims for the costs of the RI/FS or
the performance of any remedial action, or the likely disposition or
magnitude of claims the Company may have against others, including its
insurers, except to the extent described above.

In its 1991 rate case, the Company, for the first time, sought recovery
for expenses associated with the Pine Street Marsh site. Specifically,
the Company proposed rate recognition of its estimated, unrecovered 1991
expenditures (approximately $400,000) for technical consultants and
legal assistance in connection with the EPA's enforcement actions at the
site and insurance litigation. While reserving the right to argue in
the future about the appropriateness of rate recovery for Pine Street
Marsh related costs, the Company and the Vermont Department of Public
Service (Department) reached agreement that the full amount of Pine
Street Marsh costs reflected in the Company's 1991 rate case should be
recovered in rates. The Company's rates approved by the Vermont Public
Service Board (VPSB) on April 2, 1992, reflected the 1991 Pine Street
Marsh related expenditures referred to above.

In its rate increase request filed on October 1, 1993, the Company
proposed rate recognition for its expenditures between January 1, 1992
and July 31, 1993 (approximately $4.2 million) for technical consultants
and legal assistance in connection with the EPA's enforcement actions at
the site and insurance litigation. The Department and the Company have
reached the same agreement regarding recovery of these costs in rates
that they reached with respect to the Company's 1991 Pine Street Marsh
related expenditures. A comprehensive settlement of the Company's 1993
rate case, including the agreement regarding Pine Street Marsh costs, is
currently pending before the VPSB.

As of December 31, 1993, the Company had reserved approximately $680,000
for costs attributable to the site, other than those costs that are the
subject of the agreement between the Department and the Company
mentioned above. Management expects to seek and receive ratemaking
treatment for other costs incurred beyond the amounts that have been
reserved. As of December 31, 1993, such other costs are approximately
$4,918,000, which includes the $4.2 million in costs that are the
subject of the rate case settlement agreement referred to above.

2. Operating Leases
The Company has an operating lease for its corporate headquarters
building and two of its service center buildings, including related real
estate. This lease has a base term of 25 years, ending June 30, 2009,
with renewal options aggregating another 25 years. The annual lease
charges will total $983,000 for each of the years 1994 through 2008 and
$574,000 for 2009. The Company has options to purchase the buildings at
fair market value at the end of the base term and at the end of each
renewal period.

3. Jointly-Owned Facilities
The Company had joint-ownership interests in electric generating and
transmission facilities at December 31, 1993, as follows:

Ownership Share of Utility Accumulated
Interest Capacity Plant Depreciation
(In %) (In MW) (In thousands)
Highgate . . . . . . . . . . 33.8 67.6 $ 9,726 $2,310
McNeil . . . . . . . . . . . 11.0 5.9 $ 8,503 $2,464
Stony Brook (No. 1) . . . . . 8.8 30.2 $10,035 $4,660
Wyman (No. 4) . . . . . . . . 1.1 6.8 $ 2,372 $1,100
Metallic Neutral Return (1) . 59.4 --- $ 1,563 $ 181
(1) Neutral conductor for NEPOOL/Hydro-Quebec Interconnection

The Company's share of expenses for these facilities is reflected in the
Statements of Consolidated Income. Each participant in these facilities
must provide for its own financing.

4. Rate Matters
On October 1, 1993, the Company filed a request with the VPSB to
increase retail rates by 8.6 percent. The increase is needed primarily
to cover the cost of buying power from independent power producers, the
cost of energy conservation programs, the cost of plant additions made
in the last two years, and costs incurred in 1992 and through July 31,
1993, associated with the proposed remedy at the Pine Street Marsh site
and with the Company's litigation against its previous insurers seeking
recovery of past costs incurred and indemnity against future liabilities
in connection with the site. On January 28, 1994, the parties to the
rate proceeding reached an agreement resulting in a 2.9 percent retail
rate increase and a return on equity of 10.5 percent, effective June 15,
1994. The agreement must be reviewed and approved by the VPSB.

5. Other Legal Matters
The Company is involved in legal and administrative proceedings in the
normal course of business and does not believe that the ultimate outcome
of these proceedings will have a material effect on the financial
position or the results of operations of the Company.

J. Obligations Under Transmission Interconnection Support Agreement
Agreements executed in 1985 among the Company, VELCO and other NEPOOL
members and Hydro-Quebec, provided for the construction of the second
phase (Phase II) of the interconnection between the New England electric
systems and that of Hydro-Quebec. Phase II expands the Phase I
facilities from 690 megawatts to 2,000 megawatts and provides for
transmission of Hydro-Quebec power from the Phase I terminal in northern
New Hampshire to Sandy Pond, Massachusetts. Construction of Phase II
commenced in 1988 and was completed in late 1990. The Company is
entitled to 3.2 percent of the Phase II power-supply benefits. Total
construction costs for Phase II were approximately $487 million. The
New England participants, including the Company, have contracted to pay
monthly their proportionate share of the total cost of constructing,
owning and operating the Phase II facilities, including capital costs.
As a supporting participant, the Company must make support payments
under thirty-year agreements. These support agreements meet the capital
lease accounting requirements under SFAS 13. At December 31, 1993, the
present value of the Company's obligation is $11.0 million.

Projected future minimum payments under the Phase II support agreements
are as follows:
Year ending December 31,
1994 . . . . . . . . . . . $ 501,311
1995 . . . . . . . . . . . 501,311
1996 . . . . . . . . . . . 501,311
1997 . . . . . . . . . . . 501,311
1998 . . . . . . . . . . . 501,311
Total for 1999-2020 . . . 8,522,270
-----------
$11,028,825
===========

The Phase II portion of the project is owned by New England Hydro-
Transmission Electric Company and New England Hydro-Transmission
Corporation, subsidiaries of New England Electric System, in which
certain of the Phase II participating utilities, including the Company,
own equity interests. The Company holds approximately 3.2 percent of
the equity of the corporations owning the Phase II facilities.

K. Long-Term Power Purchases
1. Unit Purchases
Under long-term contracts with various electric utilities in the region,
the Company is purchasing certain percentages of the electrical output
of production plants constructed and financed by those utilities. Such
contracts obligate the Company to pay certain minimum annual amounts
representing the Company's proportionate share of fixed costs, including
debt service requirements (amounts necessary to retire the principal of
and to pay the interest on the portion of the related long-term debt
ascribed to the Company) whether or not the production plants are
operating. The cost of power obtained under such long-term contracts,
including payments required to be made when a production plant is not
operating, is reflected as "Power Supply Expenses" in the Statements of
Consolidated Income.

Information (including estimates for the Company's portion of certain
minimum costs and ascribed long-term debt) with regard to significant
purchased power contracts of this type in effect during 1993 follows:
Stony Vermont
Merrimack Brook Yankee
--------- ----- -------
(Dollars in thousands)
Plant capacity . . . . . . . . . . . 320.0 MW 343.0 MW 520.0 MW
Company's share of output . . . . . 8.9% 4.4% 17.3%
Contract period . . . . . . . . . . 1968-1998 (1) (2)
Company's annual share of:
Interest . . . . . . . . . . . . . $ 589 $ 307 $ 1,403
Other debt service . . . . . . . . 297 270 ---
Other capacity . . . . . . . . . . 1,560 353 26,327
------ ------ -------
Total annual capacity . . . . . . . $2,446 $ 930 $27,730
====== ====== =======
Company's share of long-term debt . $ 944 $5,983 $13,749
====== ====== =======

(1) Life of plant estimated to be 1981 - 2006.
(2) License for plant operations expires in 2012.

2. Hydro-Quebec System Power Purchases
Under various contracts approved by the VPSB, the details of which are
described in the table below, the Company purchases capacity and
associated energy produced by the Hydro-Quebec system. Such contracts
obligate the Company to pay certain fixed capacity costs whether or not
energy purchases above a minimum level set forth in the contracts are
made. Such minimum energy purchases must be made whether or not other,
less expensive energy sources might be available. These contracts are
intended to complement the other components in the Company's power
supply to achieve the most economic power-supply mix reasonably
available.

On October 12, 1990, the VPSB granted conditional approval of the
Company's purchases pursuant to the contract with Hydro-Quebec entered
into December 4, 1987: (1) Schedule A -- 17 megawatts of firm capacity
and associated energy to be delivered at the Highgate interconnection
for five years beginning 1990; (2) Schedule B -- 68 megawatts of firm
capacity and associated energy to be delivered at the Highgate
interconnection for twenty years beginning in September 1995; and (3)
Schedule C3 -- 46 megawatts of firm capacity and associated energy to be
delivered at interconnections to be determined at a later time for 20
years beginning in November 1995. The opponents to the December 1987
contract appealed the VPSB's October 1990 order to the Vermont Supreme
Court. On October 2, 1992, the Vermont Supreme Court affirmed the
VPSB's October 1990 order. On February 12, 1992, the VPSB issued an
order finding that the Company had complied with substantial conditions
imposed by the VPSB in its October 1990 order and approved the Company's
purchase under the December 1987 contract. In March 1992, the opponents
to the December 1987 contract appealed the VPSB's February 1992
compliance order to the Vermont Supreme Court. On May 7, 1993, the
Vermont Supreme Court affirmed the VPSB's compliance order approving the
Company's purchases under the December 1987 contract.

The Company anticipates that the Schedule C3 purchases will be delivered
over its entitlement to the NEPOOL/Hydro-Quebec interconnection (Phase I
and Phase II). If such interconnection is utilized, the Company must
forego certain savings associated with other energy deliveries and
capacity arrangements that would benefit the Company if the
interconnection were not utilized for delivery of the Schedule C3
purchases. The Company believes that the benefits of the Schedule C3
purchases, if power is delivered over such interconnection, will offset
the value of the foregone savings.

In September 1993, the Company negotiated a renewal of a short-term
"tertiary energy" contract with Hydro-Quebec under which Hydro-Quebec
delivers up to 61 megawatts of capacity and energy to the Company over
the NEPOOL/Hydro-Quebec interconnection. The electricity purchased
under this tertiary contract is priced at less than 2.5 cents per
kilowatthour. The benefits realized by the Company from this favorably
priced electricity will be greater than those associated with deliveries
foregone by the Company otherwise available over the NEPOOL/Hydro-Quebec
interconnection. This tertiary energy contract will expire in August
1994. The Company anticipates that purchases of tertiary energy will
extend beyond August 1994, but will end when the Schedule C3 deliveries
begin in November 1995.

On September 27, 1990, the Canadian National Energy Board (NEB) issued
its decision approving the export by Hydro-Quebec pursuant to the
December 1987 contract. The NEB, however, imposed a condition on its
approval: Hydro-Quebec's export license was to be deemed valid so long
as Hydro-Quebec obtained all federal and environmental approvals
required for any of its new hydroelectric generating units advanced in
order to satisfy Hydro-Quebec's contractual obligations. Hydro-Quebec
and the Province of Quebec appealed the imposition of this condition to
the Federal Court of Appeal. In a decision handed down on July 9, 1991,
the Federal Court of Appeal agreed with Hydro-Quebec's assertion that
the NEB has no authority to regulate the construction of hydroelectric
generating units -- a matter that lies exclusively within provincial
jurisdiction under the Canadian Constitution. The Federal Court of
Appeal struck down the challenged NEB license condition and otherwise
affirmed the license. The opponents to the December 1987 contract
appealed the decision of the Federal Court of Appeal to the Supreme
Court of Canada. On February 24, 1994, the Supreme Court of Canada
rendered a decision reversing the judgment of the Federal Court of
Appeal, and reinstated the NEB decision, including the condition that
Hydro-Quebec had objected to.

The December 1987 contract, like the July 1984 contract, calls for the
delivery of system power and is not related to any particular facilities
in the Hydro-Quebec system. Consequently, there are no identifiable
debt-service charges associated with any particular Hydro-Quebec
facility that can be distinguished from the overall charges paid under
the contract. Based on current integrated resource analyses, the
Company believes that these contracts for Hydro-Quebec system power
compare favorably with alternative long-term resources available to the
Company.

July 1984 December 1987 Contract
Contract Schedule A Schedule B Schedule C3
--------- ---------- ---------- -----------
(Dollars in thousands)
Capacity Acquired . . . . 50 MW 17 MW 68 MW 46 MW
Contract Period . . . . . 1985-1995 1990-1995 1995-2015 1995-2015
Minimum Energy Purchase
(annual load factor) . 50% 50% 75% 75%
(1992-1995)

Minimum Energy Charge . . $3,881 $2,134 $16,157 $11,060
(1993) (1993) (1995-2015)* (1995-2015)*
$3,785 $2,281
(1994-1995)* (1994-1995)
Annual Capacity Charge . $3,379 $1,681 $16,633 $11,821
(1993) (1993) (1995-2015)* (1995-2015)*
$3,355 $1,691
(1994-1995)* (1994-1995)*
Average Cost per KWH . . 2.8 cents 5.5 cents 7.0 cents 7.3 cents
(1993) (1993) (1995-2015)** (1995-2015)**
2.7 cents 4.6 cents
(1994-1995)* (1994-1995)*

*Estimated average.
**Estimated average in nominal dollars, levelized over the period indicated.

3. Rochester Gas & Electric Purchase
In 1988, the Company entered into a ten-year contract with Rochester Gas
and Electric Corporation (RG&E) for the purchase of up to 50 megawatts
of firm power and associated energy. This flexible contract allows the
Company the discretion of purchasing from 0 megawatts to 50 megawatts on
a weekly basis. The Company has no obligation to purchase power in any
week. When the Company elects to schedule a purchase, however, it must
take and pay for energy at a 75 percent load factor, or pay a penalty,
in the week of the purchase. Although the Company has no fixed capacity
payments, it must pay to reserve transmission from the Niagra Mohawk
Power Corporation for the 50-megawatt maximum purchase. Both RG&E and
the Company have the option to terminate the contract effective 1995.

Pursuant to an agreement with Connecticut Light and Power Corporation
(CL&P) and Bozrah Light and Power (Bozrah) that was finalized in
December 1992, the Company exercised the option to terminate the RG&E
agreement and the transmission contract with Niagara Mohawk that
supports it effective October 31, 1995. The Company also agreed to
offer RG&E power to CL&P for purchase on a weekly basis through the
remaining term of the RG&E agreement, and to terminate a contract under
which the Company supplied all of the electrical requirements of Bozrah,
a small electric utility operating in Gilman, Connecticut. In return,
CL&P, which will replace the Company as the supplier of electricity to
Bozrah, will assume responsibility for approximately 75 percent of the
fixed costs of the transmission contract with Niagara Mohawk, and will
provide the Company with up to 50 megawatts of system power, to be
scheduled on a weekly basis, at a total price expected to be lower than
that provided under the existing RG&E contract. In addition, CL&P has
offered the Company an option, which may be exercised in yearly
increments starting in July 1994, to purchase up to 50 additional
megawatts of system power for the period July 1995 through December
2004.

The Company expects that the reductions in its purchased power and fixed
transmission costs derived from this three-party agreement will more
than offset the loss of revenues associated with the termination of its
electricity sales contract with Bozrah. The arrangement was approved by
FERC effective May 1, 1993.

Estimated Charges
1993
Annual Transmission Reservations . . . . . . . . . $300,000

Average Cost per KWH . . . . . . . . . . . . . . . (1993)(1)
4.1 cents (1994 - 1995)

(1)No power purchases were made under the RG&E or CL&P contracts
described above during 1993.

REPORT OF INDEPENDENT PUBLIC ACCOUNTS

To the Board of Directors of
Green Mountain Power Corporation:

We have audited the accompanying consolidated balance sheets and
capitalization data of Green Mountain Power Corporation (a Vermont
corporation) as of December 31, 1993 and 1992, and the related
consolidated statements of income and cash flows for each of the three
years in the period ended December 31, 1993. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Green Mountain Power Corporation as of December 31, 1993 and 1992, and
the consolidated results of its operations and its cash flows for each
of the three years in the period ended December 31, 1993, in conformity
with generally accepted accounting principles.

As discussed in Notes A and G to the accompanying financial statements,
effective January 1, 1993, the Company changed its method of accounting
for post-retirement benefits other than pensions and income taxes.

ARTHUR ANDERSEN & CO.

Boston, Massachusetts
February 1, 1994

Schedule V

GREEN MOUNTAIN POWER CORPORATION
PROPERTY, PLANT AND EQUIPMENT
December 31, 1993

Balance at Other Changes Balance at
Beginning of Additions Add End of
Classification Period at Cost (1) Retirements (Deduct) Period
- ----------------------------------- ------------- -------------- -------------- ------------- -------------

<S> <C> <C> <C> <C> <C>
Electric Utility
Electric Plant
Intangible plant...................... $3,125,484 $1,555,539 $181,227 $71,406 $4,571,202
Steam production...................... 10,687,682 60,044 -- -- 10,747,726
Hydraulic production.................. 24,034,321 922,598 49,390 22,394 24,929,923
Other production...................... 17,533,239 886,850 18,474 -- 18,401,615
Transmission.......................... 25,623,292 3,171,249 69,184 (27,350) 28,698,007
Distribution.......................... 101,367,145 6,942,288 825,200 4,956 107,489,189
General............................... 19,271,489 1,685,095 745,253 (71,406) 20,139,925
------------- -------------- -------------- ------------- -------------
Total plant in service............... 201,642,652 15,223,663 1,888,728 0 214,977,587

Property under capital lease.......... 11,949,580 -- -- (920,755) 11,028,825
Construction work in progress......... 9,646,810 (16,152) -- -- 9,630,658
Held for future use................... -- -- -- -- --
------------- -------------- -------------- ------------- -------------
Total electric plant (2).............$223,239,042 $15,207,511 $1,888,728 ($920,755) $235,637,070
============= ============== ============== ============= =============

Other................................. $567,124 $113,438 $239,009 $ -- $441,553
============= ============== ============== ============= =============

Non-Utility
Land, buildings and general structure. $2,395,853 $ -- $ -- $ -- $2,395,853
Vehicles.............................. 1,102,438 177,948 47,585 -- 1,232,801
Office furniture and equipment........ 130,471 55,221 $ -- -- 185,692
Containers and equipment.............. 7,883,391 1,237,199 58,941 -- 9,061,649
------------- -------------- -------------- ------------- -------------
Total non-utility property........... $11,512,153 $1,470,368 $106,526 $ -- $12,875,995
============= ============== ============== ============= =============
Other
Rental water heaters................. $3,968,436 $148,428 $233,856 $ -- $3,883,008
============= ============== ============== ============= =============

(1) Includes a credit for contributions received in aid of construction of $1,367,697.
(2) For depreciation method and rates, see Note A-5 of Notes to Consolidated Financial Statements.

</TABLE>

Schedule V

GREEN MOUNTAIN POWER CORPORATION
PROPERTY, PLANT AND EQUIPMENT
December 31, 1992

<S> <C> <C> <C> <C> <C>
Electric Utility
Electric Plant
Intangible plant...................... $4,582,132 $519,890 $1,976,538 -- $3,125,484
Steam production...................... 10,678,787 8,895 -- -- 10,687,682
Hydraulic production.................. 23,820,246 219,545 5,470 -- 24,034,321
Other production...................... 17,481,923 57,573 6,257 -- 17,533,239
Transmission.......................... 25,335,417 351,815 39,997 (23,943) 25,623,292
Distribution.......................... 94,142,001 8,290,182 1,088,981 23,943 101,367,145
General............................... 18,139,190 2,194,657 1,062,358 -- 19,271,489
------------- -------------- -------------- ------------- -------------
Total plant in service............... 194,179,696 11,642,557 4,179,601 -- 201,642,652

Property under capital lease.......... 12,627,179 -- -- (677,599) 11,949,580
Consrtuction work in progress......... 8,581,476 1,065,334 -- -- 9,646,810
Held for future use................... -- -- -- -- --
------------- -------------- -------------- ------------- -------------
Total electric plant (2).............$215,388,351 $12,707,891 $4,179,601 ($677,599) $223,239,042
============= ============== ============== ============= =============

Other................................. $328,115 $239,009 $ -- $ -- $567,124
============= ============== ============== ============= =============

Non-Utility
Land, buildings and general structure. $2,289,745 $106,108 $ -- $ -- $2,395,853
Vehicles.............................. 881,843 220,595 -- -- 1,102,438
Office furniture and equipment........ 125,967 4,504 -- -- 130,471
Containers and equipment.............. 5,129,626 2,753,765 -- -- 7,883,391
------------- -------------- -------------- ------------- -------------
Total non-utility property........... $8,427,181 $3,084,972 $ -- $ -- $11,512,153
============= ============== ============== ============= =============
Other
Rental water heaters................. $4,491,205 $137,496 $660,265 $ -- $3,968,436
============= ============== ============== ============= =============

(1) Includes a credit for contributions received in aid of construction of $3,574,832.
(2) For depreciation method and rates, see Note A-5 of Notes to Consolidated Financial Statements.

</TABLE>

Schedule V

GREEN MOUNTAIN POWER CORPORATION
PROPERTY, PLANT AND EQUIPMENT
December 31, 1991

<S> <C> <C> <C> <C> <C>
Electric Utility
Electric Plant
Intangible plant...................... $3,336,411 $1,246,290 $2,818 $2,249 $4,582,132
Steam production...................... 10,645,867 32,920 -- -- 10,678,787
Hydraulic production.................. 20,892,720 2,962,727 59,700 24,499 23,820,246
Other production...................... 17,759,103 (283,626) 6,367 12,813 17,481,923
Transmission.......................... 23,934,794 1,521,265 20,324 (100,318) 25,335,417
Distribution.......................... 88,035,716 7,240,801 1,199,270 64,754 94,142,001
General............................... 17,688,502 2,081,321 1,626,606 (4,027) 18,139,190
------------- -------------- -------------- ------------- -------------
Total plant in service............... 182,293,113 14,801,698 2,915,085 (30) 194,179,696

Property under capital lease.......... 12,797,448 -- -- (170,269) 12,627,179
Consrtuction work in progress......... 8,633,566 (52,090) -- -- 8,581,476
Held for future use.................. -- -- -- -- --
------------- -------------- -------------- ------------- -------------
Total electric plant (2).............$203,724,127 $14,749,608 $2,915,085 ($170,299) $215,388,351
============= ============== ============== ============= =============

Other................................. $172,449 $155,666 $ -- $ -- $328,115
============= ============== ============== ============= =============

Non-Utility
Land, buildings and general structure. $1,428,719 $861,026 $ -- $ -- $2,289,745
Vehicles.............................. 335,788 559,605 13,550 -- 881,843
Office furniture and equipment........ 77,356 50,976 2,365 -- 125,967
Containers and equipment.............. 1,785,428 3,348,106 3,908 -- 5,129,626
------------- -------------- -------------- ------------- -------------
Total non-utility property........... $3,627,291 $4,819,713 $19,823 $ -- $8,427,181
============= ============== ============== ============= =============
Other
Rental water heaters................. $4,495,752 $125,321 $139,043 9,175 $4,491,205
============= ============== ============== ============= =============

(1) Includes a credit for contributions received in aid of construction of $2,166,566.
(2) For depreciation method and rates, see Note A-5 of Notes to Consolidated Financial Statements.

</TABLE>

Schedule VI
GREEN MOUNTAIN POWER CORPORATION
ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
For the Years Ended December 31, 1993, 1992 and 1991

Additions
Balance at Charged to Other Changes Balance at
Beginning of Costs and Add End of
Description Period Expenses Retirements (Deduct) Period
- ----------------------------------- ------------- -------------- -------------- ------------- -------------

<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1993

Accumulated Depreciation
Electric Plant.................... $58,516,131 $7,290,093 $2,129,716 (1) $549,293 (2) $64,225,801
Non-Utility Property................ $923,034 $657,858 $28,598 $ -- $1,552,294
Rental Water Heaters................ $2,949,238 $268,734 $233,856 $ -- $2,984,116

Year Ended December 31, 1992

Accumulated Depreciation
Electric Plant...................... $55,658,400 $6,935,077 $4,603,309 (1) $525,963 (2) $58,516,131
Non-Utility Property................ $456,751 $466,283 $ -- $ -- $923,034
Rental Water Heaters................ $3,312,130 $297,373 $660,265 $ -- $2,949,238

Year Ended December 31, 1991

Accumulated Depreciation
Electric Plant...................... $51,353,779 $6,078,261 $2,245,263 (1) $471,623 (2) $55,658,400
Non-Utility Property................ $381,464 $95,110 $19,823 $ -- $456,751
Rental Water Heaters................ $3,132,416 $318,757 $139,043 $ -- $3,312,130

(1) Principally retirement and cost of removal charged to accumulated depreciation, net of salvage.
(2) Depreciation on transportation equipment charged to transportation clearing account.

</TABLE>

Schedule VIII
GREEN MOUNTAIN POWER CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Years Ended December 31, 1993, 1992 and 1991

Additions
Balance at ------------------------------- Balance at
Beginning of Charged to Charged to End of
Description Period Cost & Expense Other Accounts Deductions Period
- ----------------------------------- ------------- -------------- -------------- ------------- -------------

<S> <C> <C> <C> <C> <C>
Pine Street Marsh (1)
1993................................. $684,430 $ -- $ -- $ -- $684,430
1992................................. $687,136 $3,678 $ -- $6,384 $684,430
1991................................. $509,025 $240,606 $ -- $62,495 $687,136

Injuries and Damages
1993................................. ($2,357) $142,000 $ -- $33,983 $105,660
1992................................. ($12,413) $42,000 $ -- $31,944 ($2,357)
1991................................. $5,521 $42,413 $ -- $60,347 ($12,413)

Bad Debt Reserve (3)
1993................................. $469,922 $410,000 $89,014 (2) $329,083 $639,853
1992................................. $351,049 $449,475 $44,338 (2) $374,940 $469,922
1991................................. $300,370 $336,252 $104,883 (2) $390,456 $351,049

(1) See Note I-1 of the Notes to Consolidated Financial Statements.
(2) Represents collection of accounts previously written off.
(3) Includes non-utility bad debt reserve.

</TABLE>

Schedule IX

GREEN MOUNTAIN POWER CORPORATION
Short-term Borrowings
For the Years Ended December 31, 1993, 1992 and 1991

Maximum Average Weighted
Amount Amount Average
Balance at Interest Rate Outstanding Outstanding Interest Rate
Category of Aggregate End of at End of During the During the During the
Short-term Borrowings Period Period Period Period (2) Period
----------------------------- ------------- -------------- -------------- ------------- -------------

<S> <C> <C> <C> <C> <C>
Electric Utility
Notes Payable to Banks (1)
Period Ended - 1993................... $19,015,000 3.74% $26,100,000 $11,303,000 3.64% (3)
Period Ended - 1992................... $11,614,000 3.94% $13,784,000 $4,648,000 4.59% (3)
Period Ended - 1991................... $13,707,000 5.70% $16,400,000 $9,737,000 6.68% (3)

Non-Utility
Notes Payable to Banks
Period Ended - 1993................... $400,000 6.75% $750,000 $135,000 6.75% (3)
Period Ended - 1992................... $750,000 6.75% $750,000 $330,000 7.11% (3)
Period Ended - 1991................... $540,000 7.25% $555,000 $265,000 8.83% (3)

(1) The Company had lines of credit amounting to $30,500,000 at rates which ranged from 3.59%
to 5.00% at December 31, 1993. The Company had fee arrangements on its lines of credit.

(2) Average amount outstanding computed by using month-end debt balances.

(3) The weighted average interest rate is computed by using month-end debt
balances and month-end rates.

</TABLE>

Schedule X
GREEN MOUNTAIN POWER CORPORATION
Supplementary Income Statement Information
For the Years Ended December 31, 1993, 1992 and 1991

Charged to Costs and Expenses
------------------------------------------------
Item 1993 1992 1991
- ------------------------ ------------- -------------- --------------

<S> <C> <C> <C>
Electric Utility
Taxes Other than Income Taxes
Municipal property taxes............. $3,929,829 $3,801,888 $3,667,260
Payroll taxes........................ 885,897 843,042 831,433
Gross operating revenue tax.......... 1,310,052 1,256,933 1,178,722
------------- -------------- --------------
Total............................. $6,125,778 $5,901,863 $5,677,415
============= ============== ==============

Non-Utility
Depreciation.......................... $657,858 $466,284 $81,435
Amortization of intangible assets..... $549,504 $537,530 $305,184
Advertising........................... $76,625 $211,629 $89,665

</TABLE>

All other items were not material or were disclosed in the
Consolidated Financial Statements or the related notes.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

PART III

ITEMS 10, 11, 12 & 13

Certain information regarding executive officers called for by Item
10, "Directors and Executive Officers of the Registrant," is furnished
under the caption, "Executive Officers" in Item 1 of Part I of this Report.
The other information called for by Item 10, as well as that called for by
Items 11, 12, and 13, "Executive Compensation," "Security Ownership of
Certain Beneficial Owners and Management" and "Certain Relationships and
Related Transactions," will be set forth under the captions "Nominees for
Director," "Compliance with the Securities Exchange Act," "Executive
Compensation," "Pension Plan Information" and "Security Ownership of
Certain Beneficial Owners and Management" in the Company's definitive proxy
statement relating to its annual meeting of stockholders to be held on May
19, 1994. Such information is incorporated herein by reference. Such
proxy statement pertains to the election of directors and other matters.
Definitive proxy materials will be filed with the Securities and Exchange
Commission pursuant to Regulation 14A in April 1994.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

Filed
Herewith
On Page

Item 14(a)(1). The financial statements and financial 38
statement schedules of the Company are listed on the Index to
financial statements set forth in Item 8 hereof.

Item 14(a)(2). The financial statements and financial 84
statement schedules of Vermont Yankee Nuclear Power Corporation,
together with report thereon of Arthur Andersen & Co. and KPMG
Peat Marwick are bound and filed herewith as Item 14(d).

ITEM 14(a)(3). EXHIBITS

Incorporated by Reference from
Exhibit SEC Docket OR
Number Exhibit Page Filed Herewith
______ _________________________________________ _______ ___________________

<S> <C> <C> <C>
*3-a Restated Articles of Association, as certified 3-a
June 6, 1991.

*3-a-1 Amendment to 3-a above, dated as of May 20, 1993. 3-a-1

* 3-b By-laws of the Company, as amended 3-b
March 8, 1994.

4-b-1 Indenture of First Mortgage and Deed of Trust 4-b 2-27300
dated as of February 1, 1955.

4-b-2 First Supplemental Indenture dated as of 4-b-2 2-75293
April 1, 1961.

4-b-3 Second Supplemental Indenture dated as of 4-b-3 2-75293
January 1, 1966.

4-b-4 Third Supplemental Indenture dated as of 4-b-4 2-75293
July 1, 1968.

4-b-5 Fourth Supplemental Indenture dated as of 4-b-5 2-75293
October 1, 1969.

4-b-6 Fifth Supplemental Indenture dated as of 4-b-6 2-75293
December 1, 1973.

4-b-7 Seventh Supplemental Indenture dated as of 4-a-7 2-99643
August 1, 1976.

4-b-8 Eighth Supplemental Indenture dated as of 4-a-8 2-99643
December 1, 1979.

4-b-9 Ninth Supplemental Indenture dated as of 4-b-9 2-99643
July 15, 1985.

4-b-10 Tenth Supplemental Indenture dated as of 4-b-10 Form 10-K 1989
June 15, 1989. (1-8291)

4-b-11 Eleventh Supplemental Indenture dated as of 4-b-11 Form 10-Q Sept
September 1, 1990. 1990 (1-8291)

4-b-12 Twelfth Supplemental Indentrue dated as of 4-b-12 Form 10-K 1991
March 1, 1992. (1-8291)

4-b-13 Thirteenth Supplemental Indenture dated as of 4-b-13 Form 10-K 1991
March 1, 1992. (1-8291)

*4-b-14 Fourteenth Supplemental Indenture dated as of 4-b-14
November 1, 1993.

*4-b-15 Fifteenth Supplemental Indenture dated as of 4-b-15
November 1, 1993.

4-c Debenture Indenture dated as of August 1, 1967 4-c 2-75293
(6 5/8% Debentures due August 1, 1992).

4-c-1 First Supplemental Indenture dated as of 4-c-1 2-49697
August 1, 1969, amending Exhibit 4-c above.

4-d Debenture Indenture dated as of October 1, 1969 4-d 2-75293
(8 7/8% Debentures due October 1, 1994).

4-e Debenture Indenture dated as of December 1, 1976 4-d 2-99643
(9 3/8% Debentures due December 1, 1996).

4-f Debenture Indenture dated as of August 1, 1983 4-f Form 10K 1992
(12 5/8% Debentures due August 1, 1998). (1-8291)

10-a Form of Insurance Policy issued by Pacific 10-a 33-8146
Insurance Company, with respect to
indemnification of Directors and Officers.

10-b-1 Firm Power Contract dated September 16, 1958, 13-b 2-27300
between the Company and the State of Vermont
and supplements thereto dated September 19,
1958; November 15, 1958; October 1, 1960 and
February 1, 1964.

10-b-2 Power Contract, dated February 1, 1968, between 13-d 2-34346
the Company and Vermont Yankee Nuclear Power
Corporation.

10-b-3 Amendment, dated June 1, 1972, to Power Contract 13-f-1 2-49697
between the Company and Vermont Yankee Nuclear
Power Corporation.

10-b-3 Amendment, dated April 15, 1983, to Power 10-b-3(a) 33-8164
(a) Contract between the Company and Vermont
Yankee Nuclear Power Corporation.

10-b-3 Additional Power Contract, dated 10-b-3(b) 33-8164
(b) February 1, 1984,between the Company and
Vermont Yankee Nuclear Power Corporation.

10-b-4 Capital Funds Agreement, dated February 1, 13-e 2-34346
1968, between the Company and Vermont
Yankee Nuclear Power Corporation.

10-b-5 Amendment, dated March 12, 1968, to Capital 13-f 2-34346
Funds Agreement between the Company and
Vermont Yankee Nuclear Power Corporation.

10-b-6 Guarantee Agreement, dated November 5, 1981, 10-b-6 2-75293
of the Company for its proportionate share
of the obligations of Vermont Yankee Nuclear
Power Corporation under a $40 million loan
arrangement.

10-b-7 Three-Party Power Agreement among the Company, 13-i 2-49697
VELCO and Central Vermont Public Service
Corporation dated November 21, 1969.

10-b-8 Amendment to Exhibit 10-b-7, dated June 1, 1981. 10-b-8 2-75293

10-b-9 Three-Party Transmission Agreement among the 13-j 2-49697
Company, VELCO and Central Vermont Public
Service Corporation, dated November 21, 1969.

10-b-10 Amendment to Exhibit 10-b-9, dated June 1, 1981. 10-b-10 2-75293

10-b-12 Unit Purchase Contract dated February 10, 1968, 13-h 2-34346
between the Company and Vermont Electric
Power Company, Inc., for purchase of
"Merrimack" power from Public Service
Company of New Hampshire.

10-b-14 Agreement with Central Maine Power Company et 5.16 2-52900
al, to enter into joint ownership of Wyman
plant, dated November 1, 1974.

10-b-15 New England Power Pool Agreement as amended to 4.8 2-55385
November 1, 1975.

10-b-16 Bulk Power Transmission Contract between the 13-v 2-49697
Company and VELCO dated June 1, 1968.

10-b-17 Amendment to Exhibit 10-b-16, dated June 1, 1970. 13-v-i 2-49697

10-b-20 Power Sales Agreement, dated August 2, 1976, as 10-b-20 33-8164
amended October 1, 1977, and related
Transmission Agreement, with the Massachusetts
Municipal Wholesale Electric Company.

10-b-21 Agreement dated October 1, 1977, for Joint 10-b-21 33-8164
Ownership, Construction and Operation of the
MMWEC Phase I Intermediate Units, dated
October 1, 1977.

10-b-28 Contract dated February 1, 1980, providing for 10-b-28 33-8164
the sale of firm power and energy by the Power
Authority of the State of New York to the
Vermont Public Service Board.

10-b-30 Bulk Power Purchase Contract dated April 7, 10-b-32 2-75293
1976, between VELCO and the Company.

10-b-33 Agreement amending New England Power Pool 10-b-33 33-8164
Agreement dated as of December 1, 1981,
providing for use of transmission inter-
connection between New England and
Hydro-Quebec.

10-b-34 Phase I Transmission Line Support Agreement 10-b-34 33-8164
dated as of December 1, 1981, and Amendment
No. 1 dated as of June 1, 1982, between
VETCO and participating New England utilities
for construction, use and support of Vermont
facilities of transmission interconnection
between New England and Hydro-Quebec.

10-b-35 Phase I Terminal Facility Support Agreement 10-b-35 33-8164
dated as of December 1, 1981, and Amendment
No. 1 dated as of June 1, 1982, between
New England Electric Transmission Corporation
and participating New England utilities for
construction, use and support of New Hampshire
facilities of transmission interconnection
between New England and Hydro-Quebec.

10-b-36 Agreement with respect to use of Quebec 10-b-36 33-8164
Interconnection dated as of December 1, 1981,
among participating New England utilities
for use of transmission interconnection
between New England and Hydro-Quebec.

10-b-39 Vermont Participation Agreement for Quebec 10-b-39 33-8164
Inter-connection dated as of July 15, 1982,
between VELCO and participating Vermont
utilities for allocation of VELCO's rights
and obligations as a participating New
England utility in the transmission inter-
connection between New England and Hydro-Quebec.

10-b-40 Vermont Electric Transmission Company, Inc. 10-b-40 33-8164
Capital Funds Agreement dated as of July 15,
1982, between VETCO and VELCO for VELCO to
provide capital to VETCO for construction of
the Vermont facilities of the transmission
inter-connection between New England and
Hydro-Quebec.

10-b-41 VETCO Capital Funds Support Agreement dated as 10-b-41 33-8164
of July 15, 1982, between VELCO and partici-
pating Vermont utilities for allocation
of VELCO's obligation to VETCO under the
Capital Funds Agreement.

10-b-42 Energy Banking Agreement dated March 21, 1983, 10-b-42 33-8164
among Hydro-Quebec, VELCO, NEET and parti-
cipating New England utilities acting by and
through the NEPOOL Management Committee for
terms of energy banking between participating
New England utilities and Hydro-Quebec.

10-b-43 Interconnection Agreement dated March 21, 1983, 10-b-43 33-8164
between Hydro-Quebec and participating New
England utilities acting by and through the
NEPOOL Management Committee for terms and
conditions of energy transmission between
New England and Hydro-Quebec.

10-b-44 Energy Contract dated March 21, 1983, between 10-b-44 33-8164
Hydro-Quebec and participating New England
utilities acting by and through the NEPOOL
Management Committee for purchase of
surplus energy from Hydro-Quebec.

10-b-45 Firm-Power Agreement dated as of October 5, 1982, 10-b-45 33-8164
between Ontario Hydro and Vermont Department
of Public Service.

10-b-46 Sales Agreement, dated January 20, 1983, between 10-b-46 33-8164
Central Maine Power Company and the Company
for excess power.

10-b-48 Sales Agreement, dated February 1, 1983, 10-b-48 33-8164
betweenNiagara Mohawk and Vermont Electric
Power Company for purchase of energy.

10-b-50 Agreement for Joint Ownership, Construction and 10-b-50 33-8164
Operation of the Highgate Transmission
Interconnection, dated August 1, 1984,
between certain electric distribution
companies, including the Company.

10-b-51 Highgate Operating and Management Agreement, 10-b-51 33-8164
dated as of August 1, 1984, among VELCO and
Vermont electric-utility companies, including
the Company.

10-b-52 Allocation Contract for Hydro-Quebec Firm Power 10-b-52 33-8164
dated July 25, 1984, between the State of
Vermont and various Vermont electric utilities,
including the Company.

10-b-53 Highgate Transmission Agreement dated as of 10-b-53 33-8164
August 1, 1984, between the Owners of the
Project and various Vermont electric
distribution companies.

10-b-54 Lease and Sublease Agreement dated June 1, 1984, 10-b-54 33-8164
between Burlington Associates and the Company.

10-b-55 Ground Lease Agreement dated June 1, 1984, 10-b-55 33-8164
between GMP Real Estate Corporation and
Burlington Associates.

10-b-56 Assignment of Lease and Agreement, dated June 1, 10-b-56 33-8164
1984, from Burlington Associates to Teachers
Insurance and Annuity Association of America.

10-b-57 Mortgage dated June 1, 1984, from GMP Real Estate 10-b-57 33-8164
Corporation, Mortgagor, to Teachers Insurance
and Annuity Association of America, Mortgagee.

10-b-58 Lease and Operating Agreement dated June 28,1985, 10-b-58 33-8164
between the State of Vermont and the Company.

10-b-59 Service Contract dated June 28, 1985, between the 10-b-59 33-8164
State of Vermont and the Company.

10-b-61 Agreements entered in connection with Phase II 10-b-61 33-8164
of the NEPOOL/Hydro-Quebec + 450 KV HVDC
Transmission Interconnection.

10-b-62 Agreement between UNITIL Power Corp. and the 10-b-62 33-8164
Company to sell 23 MW capacity and energy from
Stony Brook Intermediate Combined Cycle Unit.

10-b-63 Sales Agreement dated as of June 20, 1986, 10-b-63 33-8164
between the Company and UNITIL Power Corp.
for sale of system power.

10-b-64 Sales Agreement dated as of June 20, 1986, 10-b-64 33-8164
between the Company and Fitchburg Gas and
Electric Light Company for sale of 10 MW
capacity and energy from the Vermont Yankee
plant.

10-b-65 Sales Agreement dated September 18, 1985, 10-b-65 Form 10-K 1991
between the Company and Fitchburg Gas and (1-8291)
Electric Light Company for the sale of
system power.

10-b-66 Sales Agreement dated January 1, 1987, between 10-b-66 Form 10-K 1991
the Company and Bozrah Light and Power (1-8291)
Company for sale of power.

10-b-67 Sales Agreement dated August 31, 1987, amending 10-b-67 Form 10-K 1992
the agreement dated June 20, 1986, between (1-8291)
the Company and UNITIL Power Corp. for sale
of system power.

10-b-68 Firm Power and Energy Contract dated December 4, 10-b-68 Form 10-K 1992
1987, between Hydro-Quebec and participating (1-8291)
Vermont utilities, including the Company, for
the purchase of firm power for up to thirty years.

10-b-69 Firm Power Agreement dated as of October 26, 1987, 10-b-69 Form 10-K 1992
between Ontario Hydro and Vermont Department of (1-8291)
Public Service.

10-b-70 Firm Power and Energy Contract dated as of 10-b-70 Form 10-K 1992
February 23, 1987, between the Vermont Joint (1-8291)
Owners of the Highgate facilities and Hydro-
Quebec for up to 50 MW of capacity.

10-b-70 Amendment to 10-b-70. 10-b-70(a) Form 10-K 1992
(a) (1-8291)

10-b-71 Interconnection Agreement dated as of 10-b-71 Form 10-K 1992
February 23, 1987, between the Vermont Joint (1-8291)
Owners of the Highgate facilities and Hydro-Quebec.

10-b-72 Participation Agreement dated as of April 1, 1988, 10-b-72 Form 10-Q
between Hydro-Quebec and participating Vermont June 1988
utilities, including the Company, implementing (1-8291)
the purchase of firm power for up to 30 years
under the Firm Power and Energy Contract dated
December 4, 1987 (previously filed with the
Company's Annual Report on Form 10-K for 1987,
Exhibit Number 10-b-68).

10-b-72 Restatement of the Participation Agreement filed 10-b-72(a) Form 10-K 1988
(a) as Exhibit 10-b-72 on Form 10-Q for June 1988. (1-8291)

10-b-73 Agreement dated as of May 1, 1988, between 10-b-73 Form 10-Q
Rochester Gas and Electric Corporation and the Sept. 1988
Company,implementing the Company's purchase of up (1-8291)
to 50 MW of electric capacity and associated energy.

10-b-74 Agreement dated as of November 1, 1988, between 10-b-74 Form 10-Q for
the Company and Fitchburg Gas and Electric Light Sept. 1988
Company,for sale of electric capacity and (1-8291)
associated energy.

10-b-74 Amendment to Exhibit 10-b-74. 10-b-74(a) Form 10-Q
(a) Sept 1989
(1-8291)

10-b-75 Allocation Agreement dated as of March 25, 1988, 10-b-75 Form 10-Q
between Ontario Hydro and the State of Vermont, Sept. 1988
for firm power and associated energy from (1-8291)
Ontario Hydro.

10-b-76 Agreement dated as of October 1, 1988, between 10-b-76 Form 10-K 1988
the Company and Central Hudson Gas & Electric (1-8291)
Corporation for the Company to purchase up to
50 MW of capacity and associated energy.

10-b-76 Transmission agreement dated February 28, 1989, 10-b-76(a) Form 10-K 1988
(a) between the Company and Consolidated Edison (1-8291)
Company of New York, Inc. (Con Edison), that
Con Edison will provide electric transmission
to the Company from Central Hudson Gas &
Electric Company.

10-b-77 Firm Power and Energy Contract dated December 29, 10-b-77 Form 10-K 1988
1988, between Hydro-Quebec and participating (1-8291)
Vermont utilities, including the Company, for the
purchase of up to 54 MW of firm power and energy.

10-b-78 Transmission Agreement dated December 23, 1988, 10-b-78 Form 10-K 1988
between the Company and Niagara Mohawk Power (1-8291)
Corporation (Niagara Mohawk), for Niagara
Mohawk to provide electric transmission to
the Company from RochesterGas and Electric
and Central Hudson Gas and Electric.

10-b-79 Lease Agreement dated November 1, 1988, between 10-b-79 Form 10-K 1988
the Company and International Business Machines (1-8291)
Corporation (IBM) for the lease to IBM of the
gas turbines and associated facilities located
on land adjacent to IBM's Essex Junction,
Vermont, plant.

10-b-80 Sales Agreement dated January 1, 1989, between 10-b-80 Form 10-K 1988
the Company and Public Service of New Hampshire (1-8291)
(PSNH)for PSNH to purchase electric capacity
from the Company.

10-b-81 Sales Agreement dated May 24, 1989, between 10-b-81 Form 10-Q
the Town of Hardwick, Hardwick Electric Department June 1989
and the Company for the Company to purchase (1-8291)
all of the output of Hardwick's generation and
transmission sources and to provide Hardwick
with all-requirements energy and capacity except
for that provided by the Vermont Department of
Public Service or Federal Preference Power.

10-b-82 Sales Agreement dated July 14, 1989, between 10-b-82 Form 10-Q
Northfield Electric Department and the Company June 1989
for the Company to purchase all of the output (1-8291)
of Northfield's generation and transmission
sources and to provide Northfield with all-
requirements energy and capacity except for
that provided by the Vermont Department of
Public Service or Federal Preference Power.

10-b-83 Power Purchase and Operating Agreement dated as 10-b-83 Form 10-Q
of April 20, 1990, between CoGen Lime Rock, June 1990
Inc., and the Company for the production of (1-8291)
energy to meet customer needs.

10-b-84 Capacity, Transmission and Energy Service 10-b-84 Form 10-K 1992
Agreement dated December 23, 1992, between (1-8291)
the Company and Connecticut Light and Power
Company (CL&P) for CL&P to supply power to
Bozrah Light and Power Company.

Management contracts or compensatory plans or arrangements
required to be filed as exhibits to this form 10-K
pursuant to Item 14(c).

10-c Contract dated as of October 15, 1983, between 10-c 33-8164
the Company and Thomas V. O'Connor, Jr.

10-c-1 Amendment dated as of March 31, 1988, to an 10-c-1 Form 10-Q
agreement between the Company and March 1988
Thomas V. O'Connor, Jr (1-8291)

10-d-1a Green Mountain Power Corporation Amended and 10-d-1a Form 10-Q
Restated Deferred Compensation Plans for March 1990
Directors and Officers. (1-8291)

*10-d-1b Green Mountain Power Corporation Second Amended 10-d-1b
and Restated Deferred Compensation Plan for
Directors.

*10-d-1c Green Mountain Power Corporation Second Amended 10-d-1c
and Restated Deferred Compensation Plan for
Officers.

*10-d-1d Amendment No. 93-1 to the Amended and Restated 10-d-1d
Deferred Compensation Plan for Officers.

10-d-2 Green Mountain Power Corporation Medical Expense 10-d-2 Form 10-K 1991
Reimbursement Plan. (1-8291)

10-d-3 Green Mountain Power Corporation Management 10-d-3 Form 10-K 1991
Incentive Plan. (1-8291)

10-d-4 Green Mountain Power Corporation Officer 10-d-4 Form 10-K 1991
Insurance Plan. (1-8291)

10-d-4a Green Mountain Power Corporation Officers' 10-d-4a Form 10-K 1990
Insurance Plan as amended. (1-8291)

10-d-5a Severance Agreements with J. V. Cleary, D. G. Hyde, 10-d-5a Form 10-K 1990
A. N. Terreri, E. M. Norse, T. V. O'Connor, Jr., (1-8291)
C. L. Dutton, G. J. Purcell, S. C. Terry and
T. C. Boucher.

10-d-6 Severance Agreements with W. S. Oakes, E. L. Shlatz 10-d-6 Form 10-K 1988
and J. H. Winer. (1-8291)

10-d-6a Restatement of 10-d-6 above. 10-d-6a Form 10-K 1990
(1-8291)

10-d-7 Severance Agreement with K. K. O'Neill. 10-d-7 Form 10-K 1990
(1-8291)

10-d-8 Green Mountain Power Corporation Officers' 10-d-8 Form 10-K 1990
Supplemental Retirement Plan. (1-8291)

10-d-9 Severance Agreement with C. T. Myotte. 10-d-9 Form 10-Q June
1991 (1-8291)

10-d-10 Severance Agreement with J. J. Lampron. 10-d-10 Form 10-K 1991
(1-8291)

10-d-11 Severance Agreement with D. R. Stroupe 10-d-11 Form 10-Q Sept
1992 (1-8291)

10-e-2 Agreement dated as of May 26, 1988, between the 10-e-2 Form 10-K for
Company and Thomas P. Salmon, Chairman of the Board. 1988 (1-8291)

16-a Letter from former accountant, Coopers & Lybrand. Form 8-K for
1987 (1-8291)

*23-a-1 Consent of Arthur Anderson & Co.

*23-a-2 Consent of KPMG Peat Marwick

</TABLE>

____________________
* Filed herewith

ITEM 14(b)

There were no reports on Form 8-K filed for the quarter ending
December 31, 1993.

OTHER MATTERS

For the purposes of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990) under the Securities Act of
1933, the undersigned registrant hereby undertakes as follows, which
undertaking shall be incorporated by reference into registrant's
Registration Statement on Form S-8 No. 33-47985 (filed May 14, 1992):

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

GREEN MOUNTAIN POWER CORPORATION

By: /s/D. G. Hyde Date: March 31, 1994
----------------------------
(D. G. Hyde, President and
Chief Executive Officer)

Pursuant to the requriements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/D. G. Hyde Chairman of the Executive Commit- March 31, 1994
(D. G. Hyde) tee, President, Chief Executive
Officer and Director

/s/E. M. Norse Vice President, Treasurer and March 31, 1994
(E. M. Norse) Chief Financial Officer (Principal
Financial Officer)

/s/G. J. Purcell Controller March 31, 1994
(G. J. Purcell) (Principal Accounting Officer)

/s/T. P. Salmon Chairman of the Board and March 31, 1994
(T. P. Salmon) Director

/s/R. E. Boardman Director March 31, 1994
(R. E. Boardman)

/s/N. L. Brue Director March 31, 1994
(N. L. Brue)

/s/W. H. Bruett Director March 31, 1994
(W. H. Bruett)

/s/M. O. Burns Director March 31, 1994
(M. O. Burns)

/s/J. V. Cleary Director March 31, 1994
(J. V. Cleary)

/s/R. I. Fricke Director March 31, 1994
(R. I. Fricke)

/s/E. A. Irving Director March 31, 1994
(E. A. Irving)

/s/M. L. Johnson Director March 31, 1994
(M. L. Johnson)

/s/R. W. Page Director March 31, 1994
(R. W. Page)

ITEM 14(d) FINANCIAL STATEMENTS

VERMONT YANKEE NUCLEAR POWER CORPORATION

FINANCIAL STATEMENTS

December 31, 1993, 1992 and 1991

(WITH INDEPENDENT AUDITOR'S REPORT THEREON)

VERMONT YANKEE NUCLEAR POWER CORPORATION

Index to Financial Statements and Financial Statement Schedules

Financial Statements: Page

Balance Sheets, December 31, 1993 and 1992 88-89

Statements of Income and Retained Earnings,
years ended December 31, 1993, 1992 and 1991 90

Statements of Cash Flows, years ended
December 31, 1993, 1992 and 1991 91

Notes to Financial Statements 92-105

Financial Statements:

Schedule I - Marketable Securities and Other
Investments at December 31, 1993 106

Schedule V - Property, Plant and Equipment,
years ended December 31, 1993, 1992 and 1991 107

Schedule VI - Accumulated Depreciation, Depletion
and Amortization of Property, Plant and
Equipment, years ended December 31, 1993, 108
1992 and 1991

All other schedules are omitted as the required information is
inapplicable or the required information is included in the financial
statements or related notes.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Stockholders and Board of Directors of
Vermont Yankee Nuclear Power Corporation:

We have audited the accompanying balance sheet of Vermont Yankee Nuclear
Power Corporation as of December 31, 1993, and the related statements of
income and retained earnings and cash flows for the year then ended.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of
Vermont Yankee Nuclear Power Corporation as of December 31, 1992 and
1991, were audited by other auditors whose report, dated February 5,
1993, expressed an unqualified opinion on those statements and included
an additional paragraph discussing the Company's 1992 change in
accounting for postretirement benefits other than pensions.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Vermont
Yankee Nuclear Power Corporation as of December 31, 1993, and the
results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.

As discussed in Note 10 to the accompanying financial statements,
effective January 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as whole. Supplementary schedules I, V and
VI are presented for purposes of additional analysis and are not a
required part of the basic financial statements. This information has
been subjected to the auditing procedures applied in our audit of the
basic financial statements and, in our opinion, is fairly stated in, all
material respects, in relation to the basic financial statements taken
as a whole.

Boston, Massachusetts
January 27, 1994 ARTHUR ANDERSEN & CO.

INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
Vermont Yankee Nuclear Power Corporation:

We have audited the balance sheet of Vermont Yankee Nuclear Power
Corporation as of December 31, 1992, and the related statements of
income and retained earnings and cash flows for each of the years in the
two-year period ended December 1992. In connection with our audits of
the financial statements, we also have audited the financial statement
schedules for each of the years in the two-year period ended December
31, 1992. These financial statements and financial statement schedules
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and financial
statement schedules based on our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Vermont
Yankee Nuclear Power Corporation at December 31, 1992 and the results of
its operations and cash flows for each of the years in the two-year
period ended December 31, 1992, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly, in all material respects,
the information set forth therein.

As discussed in note 13, the Company adopted the provisions of Statement
of Financial Accounting Standards Number 106, Employers' Accounting for
Postretirement Benefits Other than Pensions, in 1992.

KPMG Peat Marwick

Boston, Massachusetts
February 5, 1993

Balance Sheets
Assets
December 31,
------------
1993 1992
---- ----
(Dollars in thousands)
Utility plant:
Electric plant, at cost (note 6) $ 374,736 $ 362,278
Less accumulated depreciation 198,389 185,263
________ ________
176,347 177,015
Construction work in progress 597 6,408
________ ________
Net electric plant 176,944 183,423
________ ________
Nuclear fuel, at cost (note 6):
Assemblies in reactor 69,063 74,025
Fuel in process --- 5,236
Spent fuel 287,700 259,199
________ ________
356,763 338,460
Less accumulated amortization of burned
nuclear fuel 317,039 302,362
________ ________
39,724 36,098
Less accumulated amortization of final
core nuclear fuel 7,220 6,487
________ ________
Net nuclear fuel 32,504 29,611
________ ________
Net utility plant 209,448 213,034
________ ________
Current assets:
Cash and temporary investments 2,349 1,922
Accounts receivable from sponsors 12,235 15,407
Other accounts receivable 4,522 2,715
Materials and supplies 17,081 16,862
Prepaid expenses 3,949 4,381
________ ________
Total current assets 40,136 41,287
________ ________
Deferred charges:
Deferred decommissioning costs (note 2) 34,379 34,389
Accumulated deferred income taxes (note 10) 18,231 10,378
Deferred DOE enrichment site decontamination
and decommissioning fee (note 4) 18,627 18,143
Net unamortized loss on reacquired debt 2,942 ---
Other deferred charges (note 4) 3,643 4,994
________ ________
Total deferred charges 77,822 67,904
________ ________
Long-term funds at amortized cost:
Decommissioning fund (notes 2, 5, and 7) 98,880 82,091
Disposal fee defeasance fund (notes 5, 7, and 8) 43,484 33,892
________ ________
Total long-term funds 142,364 115,983
________ ________
$469,770 $438,208
======== ========
See accompanying notes to financial statements.

Balance Sheets
Capitalization and Liabilities
December 31,
------------
1993 1992
---- ----
(Dollars in thousands)
Capitalization:
Common stock equity:
Common stock, $100 par value; authorized
400,100 shares; issued 400,014 shares of which
7,533 are held in Treasury $ 40,001 $ 40,001
Additional paid-in capital 14,227 14,227
Treasury stock (7,533 shares at cost) (1,131) (1,131)
Retained earnings 1,067 1,178
________ ________
Total common stock equity 54,164 54,275
________ ________
Long-term obligations, net (notes 6 and 7) 79,636 74,193
________ ________
Total capitalization 133,800 128,468
________ ________
Commitments and contingencies (notes 2, 14 and 15)

Disposal fee and accrued interest for
spent nuclear fuel (notes 7 and 8) 80,688 78,239
________ ________
Current liabilities:
Accrued liabilities 28,063 22,743
Accounts payable 2,117 2,591
Accrued interest 635 974
Accrued taxes 1,206 1,472
________ ________
Total current liabilities 32,021 27,780
________ ________
Deferred credits:
Accrued decommissioning costs (note 2) 134,614 117,601
Accumulated deferred income taxes 56,478 58,963
Net regulatory tax liability (note 10) 8,351 ---
Accumulated deferred investment tax credits 7,013 7,590
Net unamortized gain on reacquired debt --- 1,732
Accrued DOE enrichment site decon-
tamination and decommissioning fee (note 4) 15,966 17,220
Other deferred credits 839 615
________ ________
Total deferred credits 223,261 203,721
________ ________
$469,770 $438,208
======== ========

See accompanying notes to financial statements.

Statements of Income and Retained Earnings
Years ended December 31,
------------------------
1993 1992 1991
---- ---- ----
(Dollars in thousands
except per share amounts)

Operating revenues $180,145 $175,919 $151,722
________ ________ ________
Operating expenses:
Nuclear fuel expense 19,526 21,240 24,864
Other operating expense 74,013 72,967 59,666
Maintenance 31,405 27,878 13,664
Depreciation 13,707 13,253 11,800
Decommissioning expense (note 2) 11,315 10,649 8,065
Taxes on income (note 10) 3,777 3,401 3,485
Property and other taxes 9,961 10,227 10,294
________ ________ ________
Total operating expenses 163,704 159,615 131,838
________ ________ ________
Operating income 16,441 16,304 19,884
________ ________ ________
Other income and (deductions):
Net earnings on decommissioning fund
(notes 2 and 5) 5,653 5,395 4,423
Decommissioning expense (note 2) (5,653) (5,395) (4,423)
Allowance for equity funds used
during construction 92 89 124
Interest 1,550 2,046 1,377
Taxes on other income (note 10) (623) (756) (447)
Other, net (232) (199) (917)
________ ________ ________
787 1,180 137
________ ________ ________
Income before interest expense 17,228 17,484 20,021
________ ________ ________
Interest expense:
Interest on long-term debt 7,281 7,101 7,684
Interest on disposal costs of spent
nuclear fuel (note 8) 2,450 2,801 4,312
Allowance for borrowed funds used
during construction (297) (339) (465)
________ ________ ________
Total interest expense 9,434 9,563 11,531
________ ________ ________
Net income 7,794 7,921 8,490
Retained earnings at beginning of year 1,178 1,166 1,982
________ ________ ________
8,972 9,087 10,472
Dividends declared 7,905 7,909 9,306
________ ________ ________
Retained earnings at end of year $ 1,067 $ 1,178 $ 1,166
======== ======== ========
Average number of shares outstanding
in thousands 392 392 394
======== ======== ========
Net income per average share of common
stock outstanding $ 19.86 $ 20.18 $ 21.56
======== ======== ========
Dividends per average share of common
stock outstanding $ 20.14 $ 20.15 $ 23.71
======== ======== ========
See accompanying notes to financial statements.

Statements of Cash Flows
Years ended December 31,
------------------------
1993 1992 1991
---- ---- ----
(Dollars in thousands)
Cash flows from operating activities:
Net income $ 7,794 $ 7,921 $ 8,490
________ ________ ________
Adjustments to reconcile net income
to net cash provided by operating
activities:
Amortization of nuclear fuel 15,410 18,143 21,002
Depreciation 13,707 13,253 11,800
Decommissioning expense 11,315 10,649 8,065
Deferred tax expense (979) (2,169) (801)
Amortization of deferred investment tax credit (577) (641) (740)
Nuclear fuel disposal fee interest accrual 2,450 2,802 4,312
Interest and dividends on disposal
fee defeasance fund (1,402) (1,385) (1,495)
(Increase) decrease in accounts receivable 1,365 688 (129)
(Increase) decrease in prepaid expenses 432 (1,159) 163
(Increase) in materials and supplies inventory (219) (454) (1,531)
Increase (decrease) in accounts payable
and accrued liabilities 4,846 (7,453) 5,495
Increase (decrease) in interest and
taxes payable (605) 306 (760)
Other (1,228) (1,410) (1,665)
________ ________ ________
Total adjustments 44,515 31,170 43,716
________ ________ ________
Net cash provided by operating activities 52,309 39,091 52,206
________ ________ ________
Cash flows from investing activities:
Electric plant additions (7,229) (10,750) (6,596)
Nuclear fuel additions (18,303) (4,707) (18,444)
Payments to decommissioning fund (11,250) (10,612) (8,323)
Payments to disposal fee defeasance fund (8,190) (5,190) (8,216)
________ ________ ________
Net cash used in investing activities (44,972) (31,259) (41,579)
________ ________ ________
Cash flows from financing activities:
Dividend payments (7,905) (7,909) (9,306)
Purchase of treasury stock --- --- (1,131)
Issuance of Series H first mortgage bonds, net --- --- 10,374
Issuance of Series I first mortgage
bonds, net 75,125 --- ---
Retirement of first mortgage bonds
including redemption costs (74,629) (6,521) (13,178)
Payments of long-term obligations (137,911) (107,763) (53,419)
Borrowings under long-term agreements 138,410 111,215 53,798
________ ________ ________
Net cash used in financing activities (6,910) (10,978) (12,862)
________ ________ ________
Net increase (decrease) in cash and
temporary investments 427 (3,146) (2,235)
Cash and temporary investments at
beginning of year 1,922 5,068 7,303
________ ________ ________
Cash and temporary investments
at end of year $ 2,349 $ 1,922 $ 5,068
======== ======== ========
See accompanying notes to financial statements.

Notes to Financial Statements

NOTE 1. Summary of Significant Accounting Policies

(a) Regulations and Operations

Vermont Yankee Nuclear Power Corporation ("the Company") is
subject to regulations prescribed by the Federal Energy
Regulatory Commission ("FERC"), and the Public Service Board of
the State of Vermont with respect to accounting and other
matters. The Company is also subject to regulation by the
Nuclear Regulatory Commission ("NRC") for nuclear plant licensing
and safety, and by federal and state agencies for environmental
matters such as air quality, water quality and land use.

Prior to November, 1993, the Company was subject to regulation by
the Securities and Exchange Commission. As a result of the debt
refinancing discussed in note 6, the Company is no longer subject
to such regulation.

The Company recognizes revenue pursuant to the terms of the Power
Contracts and Additional Power Contracts. The Sponsors, a group
of nine New England utilities, are severally obligated to pay the
Company each month their entitlement percentage of amounts equal
to the Company's total fuel costs and operating expenses of its
Plant, plus an allowed return on equity (since December 1, 1989,
12.25%). Such contracts also obligate the Sponsors to make
decommissioning payments through the end of the Plant's service
life and the completion of the decommissioning of the Plant. All
Sponsors are committed to such payments regardless of the Plant's
operating level or whether the Plant is out of service during the
period.

Under the terms of the Capital Funds Agreements, the Sponsors are
committed, subject to obtaining necessary regulatory
authorizations, to make funds available to obtain or maintain
licenses necessary to keep the Plant in operation.

(b) Depreciation and Maintenance

Electric plant is being depreciated on the straight-line method
at rates designed to fully depreciate all depreciable properties
over the lesser of estimated useful lives or the Plant's
remaining NRC license life, which extends to March, 2012.
Depreciation expense was equivalent to overall effective rates of
3.74%, 3.56% and 3.23% for the years 1993, 1992 and 1991,
respectively.

Renewals and betterments constituting retirement units are
charged to electric plant. Minor renewals and betterments are
charged to maintenance expense. When properties are retired, the
original cost, plus cost of removal, less salvage, is charged to
the accumulated provision for depreciation.

The cost of nuclear fuel is amortized to expense based on the
rate of burn-up of the individual assemblies comprising the total
core. The Company also provides for the costs of disposing of
spent nuclear fuel at rates specified by the United States
Department of Energy ("DOE") under a contract for disposal
between the Company and the DOE.

The Company amortizes to expense on a straight-line basis the
estimated costs of the final unspent nuclear fuel core, which is
expected to be in place at the expiration of the Plant's NRC
operating license in conformity with rates authorized by the
FERC.

(d) Amortization of Materials and Supplies

The Company amortizes to expense a formula amount designed to
fully amortize the cost of the material and supplies inventory
that is expected to be on hand at the expiration of the Plant's
NRC operating license.

(e) Long-term Funds

The Company accounts for its investments in long-term funds at
amortized cost since it has both the intent and ability to hold
these investments for the foreseeable future. Amortized cost
represents the cost to purchase the investment, net of any
unamortized premiums or discounts.

(f) Amortization of Gain and Loss on Reacquired Debt

The difference between the amount paid upon reacquisition of any
debt security and the face value thereof, plus any unamortized
premium, less any related unamortized debt expense and
reacquisition costs, or less any unamortized discount, related
unamortized debt expense and reacquisition costs applicable to
the debt redeemed, retired and canceled, is deferred by the
Company and amortized to expense on a straight-line basis over
the remaining life of the applicable security issues.

(g) Allowance for Funds Used During Construction

Allowance for funds used during construction ("AFUDC") is the
estimated cost of funds used to finance the Company's
construction work in progress and nuclear fuel in process which
is not recovered from the Sponsors through current revenues. The
allowance is not realized in cash currently, but under the Power
Contracts, the allowance will be recovered in cash over the
Plant's service life through higher revenues associated with
higher depreciation and amortization expense.

AFUDC was capitalized at overall effective rates of 5.92%, 6.82%
and 6.98% for 1993, 1992 and 1991, respectively, using the gross
rate method.

(h) Decommissioning

The Company is accruing the estimated costs of decommissioning
its Plant over the Plant's remaining NRC license life. Any
amendments to these estimated costs are accounted for
prospectively.

(i) Taxes on Income

Effective January 1, 1993, the Company began accounting for taxes
on income under the liability method required by Statement of
Financial Accounting Standard 109. See Note 10 for a further
discussion of this change in accounting.

Investment tax credits have been deferred and are being amortized
to income over the lives of the related assets.

(j) Cash Equivalents

For purposes of the Statements of Cash Flows, the Company
considers all highly liquid short-term investments with an
original maturity of three months or less to be cash equivalents.

(k) Reclassifications

Certain information in the 1992 and 1991 financial statements has
been reclassified to conform with the 1993 presentation.

(l) Earnings per Common Share

Earnings per common share have been computed by dividing earnings
available to common stock by the weighted average number of
shares outstanding during the year.

NOTE 2. Decommissioning

The Company accrues estimated decommissioning costs for its
nuclear plant over its remaining NRC licensed life based on
studies by an independent engineering firm that assumes that
decommissioning will be accomplished by the prompt removal and
dismantling method. This method requires that radioactive
materials be removed from the plant site and that all buildings
and facilities be dismantled immediately after shutdown. Studies
estimate that approximately six years would be required to
dismantle the Plant at shutdown, remove wastes and restore the
site. The Company has implemented rates based on a settlement
agreement with the FERC which allowed $190 million, in 1988
dollars, as the estimated decommissioning cost. This allowed
amount is used to compute the Company's liability and billings to
the Sponsors. Based on an assumed inflation rate of 6% per annum
and an expiration of the Plant's NRC operating license in 2012,
the estimated current cost of decommissioning is $253 million
and, at the end of 2012, is approximately $769 million. The
present value of the pro rata portion of decommissioning costs
recorded to date is $134.6 million. On December 31, 1993, the
balance in the Decommissioning Trust was $98.9 million.

Billings to Sponsors for estimated decommissioning costs
commenced during 1983, at which time the Company recorded a
deferred charge for the present value of decommissioning costs
applicable to operations of the Plant for prior periods. Current
period decommissioning costs not funded through billings to
Sponsors or earnings on decommissioning fund assets are also
deferred. These deferred costs will be amortized to expense as
they are funded over the remaining life of the NRC operating
license.

In 1994, the Company must file a revised estimate of
decommissioning costs and a revised schedule of future annual
decommissioning fund collections reflecting the historical
differences between assumed and actual rates of inflation and the
historical differences between assumed and actual rates of
earnings on decommissioning fund assets. Filings are required to
be made within four years of the most recent FERC approval of
decommissioning cost estimates and rates.

Cash received from Sponsors for plant decommissioning costs is
deposited into the Vermont Yankee Decommissioning Trust in either
the Qualified Fund (i.e., amounts currently deductible pursuant
to the IRS regulations) or the Nonqualified Fund (i.e., excess
collections pursuant to FERC authorization which are not
currently deductible). Funds held by the Trust are invested in
high-grade U.S. government securities and municipal obligations.
Interest earned by the Decommissioning Trust assets is recorded
in other income and deductions, with an equal and offsetting
amount representing the current period decommissioning cost
funded by such earnings reflected as decommissioning expense.

Decommissioning expense for 1991 included an adjustment of
approximately $2.1 million resulting from the Company's rate
reduction filing approved by the FERC on February 28, 1991 as
discussed in Note 3.

NOTE 3. FERC Rate Case Matters

On April 27, 1989, Vermont Yankee filed an application with the
NRC to extend the term of the operating license from 2007 to 2012
so that the Plant may operate for 40 years after it entered
commercial service in 1972. On December 17, 1990, the NRC issued
an amendment to the operating license extending its term to March
21, 2012. The Company submitted a rate reduction filing with the
FERC to reflect in rates the adjustments to decommissioning,
depreciation and amortization resulting from the license
extension. The Company proposed to make this reduction effective
as of March 1, 1991 and, since the extension was issued in 1990,
to reflect the necessary adjustment for the period January 1,
1990 through February 28, 1991.

On February 28, 1991, the FERC approved the Company's rate
reduction filing. The effects of this ruling were accounted for
prospectively in fiscal 1991, producing a net revenue reduction
ofapproximately $7.4 million in 1991, which reflected the
retroactive treatment to January 1, 1990. This ruling resulted
in reduced revenue requirements of approximately $3.5 million for
both 1992 and 1993, and similar reductions are expected in future
years.

On March 26, 1993, the FERC initiated a review of the return on
common equity component of the formula rates included in the
Company's Power Contracts. On October 22, 1993, the FERC
approved a settlement whereby the Company retained its 12.25%
authorized rate of return on common equity and agreed to credit
monthly power billings by approximately $139,000 beginning in
June, 1993.

In 1994, the Company will submit a rate filing to the FERC which
will include, among other things, a revised estimate of
decommissioning costs and a revised schedule of future annual
decommissioning fund collections.

NOTE 4. Other Deferred Charges and Credits

In October, 1992, Congress passed the Energy Policy Act of 1992
which requires, among other things, that certain utilities help
pay for the cleanup of the DOE's enrichment facilities over a 15-
year period. The Company's annual fee is estimated based on the
historical share of enrichment service provided by the DOE and is
indexed to inflation. These fees will not be adjusted for future
business as the DOE's future cost of sales will include a
decontamination and decommissioning component. The Act stipulates
that the annual fee shall be fully recoverable in rates in the
same manner as other fuel costs.

In 1993, the DOE billed and the Company paid the first of the 15
annual fees. As of December 31, 1993, the Company has recognized
a current accrued liability of $2.6 million for the two fee
payments expected to be made in 1994, a deferred credit of $16.0
million for the 12 annual fee payments that are due subsequent to
1994 and a corresponding regulatory asset of $18.6 million which
represents the total amount includable in future billings to the
purchasers under the Power Contracts. While these amounts are
reflected in these financial statements, the Company is reviewing
the DOE's calculation of the annual fee and believes that the
annual fee will ultimately be reduced.

Approximately $2.1 and $3.3 million of the $3.6 and $5.0 million
in other deferred charges at December 31, 1993 and 1992,
respectively, relate to payments made to the Vermont Low Level
Radioactive Waste Authority ("VLLRWA"), an agency of the State of
Vermont for the siting and construction of a low-level waste
disposal facility.

NOTE 5. Long-term Funds

The book value and estimated market value of long-term fund
investment securities at December 31, is as follows:

1993 1992
---- ----
Book Market Book Market
value value value value
----- ------ ----- ------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Decommissioning fund:
U.S. Treasury obligations $17,262 $ 18,666 $22,000 $23,067
Municipal obligations 79,755 84,576 57,141 59,009
Accrued interest and money market funds 1,863 1,863 2,950 2,950
_______ _______ _______ _______
98,880 105,105 82,091 85,026
_______ _______ _______ _______
Disposal fee defeasance fund:
Short-term investments 39,870 39,870 26,457 26,457
Corporate bonds and notes 3,195 3,083 6,110 5,940
Accrued interest and money market funds 419 419 1,325 1,325
_______ _______ _______ _______
43,484 43,372 33,892 33,722
_______ _______ _______ _______
Total long-term fund investments $142,364 $148,477 $115,983 $118,748
======= ======= ======= =======
</TABLE>

At December 31, 1993 and 1992, gross unrealized gains and losses
pertaining to the long-term investment securities were as
follows:

1993 1992
---- ----
(Dollars in thousands)
Unrealized gains on U.S. Treasury obligations $ 1,431 $ 1,071
------- -------
Unrealized losses on U.S. Treasury obligations $ (27) $ (4)
------- -------
Unrealized gains on Municipal obligations $ 4,843 $ 1,895
------- -------
Unrealized losses on Municipal obligations $ (22) $ (27)
------- -------
Unrealized losses on corporate bonds and notes $ (112) $ (170)
------- -------

Maturities of short-term obligations, bonds and notes (face
amount) at December 31, 1993 are as follows (dollars in
thousands):

Within one year $ 42,200
Two to five years 16,977
Five to seven years 19,670
Over seven years 57,860
_______
$136,707
=======

NOTE 6. Long-term Obligations

A summary of long-term obligations at December 31, 1993 and 1992
is as follows:

1993 1992
---- ----
(Dollars in thousands)
First mortgage bonds:
Series B - 8.50% due 1998 $ --- $ 1,307
Series C - 7.70% due 1998 --- 1,612
Series D - 10.125% due 2007 --- 23,147
Series E - 9.875% due 2007 --- 5,703
Series F - 9.375% due 2007 --- 5,704
Series G - 8.94% due 1995 --- 25,000
Series H - 8.25% due 1996 --- 8,388
Series I - 6.48% due 2009 75,845 ---
______ ______
Total first mortgage bonds 75,845 70,861

Eurodollar Agreement Commercial Paper 3,791 3,292

Unamortized premium on debt --- 40
______ ______
Total long-term obligations $79,636 $74,193
====== ======

The first mortgage bonds are issued under, have the terms and provisions
set forth in, and are secured by an Indenture of Mortgage dated as of
October 1, 1970 between the Company and the Trustee, as modified and
supplemented by 13 supplemental indentures. All bonds are secured by a
first lien on utility plant, exclusive of nuclear fuel, and a pledge of
the Power Contracts and the Additional Power Contracts (except for fuel
payments) and the Capital Funds Agreements with Sponsors.

On July 1, 1993, the Company retired the outstanding Series B and Series
C first mortgage bonds. In November, 1993, the Company issued $75.8
million of Series I, first mortgage bonds stated to mature on November
1, 2009. The Company applied the proceeds of the bond issuance
principally to retire the remaining Series D, Series E, Series F, Series
G and Series H first mortgage bonds including call premiums totalling
$3.7 million based on the early redemption of the bonds. Cash sinking
fund requirements for the Series I first mortgage bonds are $5.4 million
annually beginning in November, 1999.

The Company has a $75.0 million Eurodollar Credit Agreement that expires
on December 31, 1995 subject to three optional one-year extensions. The
Company issued commercial paper under this agreement with weighted
average interest rates of 3.22% for 1993 and 3.95% for 1992. Payment of
the commercial paper is supported by the Eurodollar Credit Agreement,
which is secured by a second mortgage on the Company's generating
facility.

NOTE 7. Disclosures About the Fair Value of Financial Instruments

The carrying amounts for cash and temporary investments, trade
receivables, accounts receivable from sponsors, accounts payable and
accrued liabilities approximate their fair values because of the short
maturity of these instruments. The fair values of long-term funds are
estimated based on quoted market prices for these or similar
investments. The fair values of each of the Company's long-term debt
instruments are estimated based on the quoted market prices for the same
or similar issues, or on the current rates offered to the Company for
debt of the same remaining maturities.

The estimated fair value of the Company's financial instruments as of
December 31 are summarized as follows (dollars in thousands):

1993 1992
---- ----
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
-------- ---------- -------- ----------

Decommissioning fund $98,880 $105,105 $82,091 $85,026
Disposal fee defeasance fund 43,484 43,372 33,892 33,722
Long-term debt 79,636 77,361 74,193 78,235
Disposal fee and accrued interest 80,688 80,688 78,239 78,239

Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial
instrument. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot
be determined with precision. Changes in assumptions could
significantly affect the estimates.

NOTE 8. Disposal Fee for Spent Nuclear Fuel

The Company has a contract with the United States Department of Energy
("DOE") for the permanent disposal of spent nuclear fuel. Under the
terms of this contract, in exchange for the one-time fee discussed below
and a quarterly fee of 1 mil per kwh of electricity generated and sold,
the DOE agrees to provide disposal services when a facility for spent
nuclear fuel and other high-level radioactive waste is available, which
is required by current statute to be prior to January 31, 1998.

The DOE contract obligates the Company to pay a one-time fee of
approximately $39.3 million for disposal costs for all spent fuel
discharged through April 7, 1983. Although such amount has been
collected in rates from the Sponsors, the Company has elected to defer
payment of the fee to the DOE as permitted by the DOE contract. The fee
must be paid no later than the first delivery of spent nuclear fuel to
the DOE. Interest accrues on the unpaid obligation based on the
thirteen-week Treasury Bill rate and is compounded quarterly. Through
1993, the Company deposited approximately $37.5 in an irrevocable trust
to be used exclusively for defeasing this obligation at some future
date, provided the DOE complies with the terms of the aforementioned
contract.

On December 31, 1991, the DOE issued an amended final rule modifying the
Standard Contract for Disposal of Spent Nuclear Fuel and/or High-level
Radioactive Waste. The amended final rule conforms with a March 17,
1989 ruling of the U.S. Court of Appeals for the District of Columbia
that the 1 mil per kilowatt hour fee in the Standard Contract should be
based on net electricity generated and sold. The impact of the
amendment on the Company was to reduce the basis for the fee by 6% on an
ongoing basis and to establish a receivable from the DOE for previous
overbillings and accrued interest. The Company has recognized in its
rates the full impact of the amended final rule to the Standard
Contract.

The DOE is refunding the overpayments, including interest, to utilities
over a four-year period ending in 1995 via credits against quarterly
payments. Interest is based on the 90-day Treasury Bill Auction Bond
Equivalent and will continue to accrue on amounts remaining to be
credited. At December 31, 1993 and 1992, respectively, approximately
$0.9 and $1.6 million in principal and interest is reflected in other
accounts receivable.

NOTE 9. Short-term Borrowings

The Company had lines of credit from various banks totalling $6.3
million at December 31, 1993 and 1992. The maximum amount of short-term
borrowings outstanding at any month-end during 1993, 1992 and 1991 was
approximately $0.2 million, $0.6 million and $0.4 million, respectively.
The average daily amount of short-term borrowings outstanding was
approximately $0.3 million for 1993, and $0.1 million for 1992 and 1991
with weighted average interest rates of 5.75% in 1993, 6.12 % in 1992
and 8.19% in 1991. There were no amounts outstanding under these lines
of credit as of December 31, 1993 and 1992.

NOTE 10. Taxes on Income

In February, 1992, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes", which required the Company to change from the deferred
method to the liability method of accounting for income taxes on January
1, 1993. The liability method accounts for deferred income taxes by
applying enacted statutory rates in effect at the balance sheet date to
differences between the book basis and the tax basis of assets and
liabilities ("temporary differences").

This new statement requires recognition of deferred tax liabilities for
(a) income tax benefits associated with timing differences previously
passed on to customers and (b) the equity component of allowance for
funds used during construction, and of a deferred tax asset for the tax
effect of the accumulated deferred investment tax credits. It also
requires the adjustment of deferred tax liabilities or assets for an
enacted change in tax laws or rates, among other things.

Although adoption of this new statement has not and is not expected to
have a material impact on the Company's cash flow, results of operations
or financial position because of the effect of rate regulation, the
Company was required to recognize an adjustment to accumulated deferred
income taxes and a corresponding regulatory asset or liability to
customers (in amounts equal to the required deferred income tax
adjustment) to reflect the future revenues or reduction in revenues that
will be required when the temporary differences turn around and are
recovered or settled in rates. In addition, this new statement required
a reclassification of certain deferred income tax liabilities to
liabilities to customers in order to reflect the Company's obligation to
flow back deferred income taxes provided at rates higher than the
current 35% federal tax rate. The Company has applied the provisions of
this new statement without restating prior year financial statements.

The components of income tax expense for the years ended December 31,
1993, 1992 and 1991 are as follows:

1993 1992 1991
---- ---- ----
(Dollars in thousands)

Taxes on operating income:
Current federal income tax $ 4,236 $ 4,926 $ 4,003
Deferred federal income tax (1,059) (1,840) (1,285)
Current state income tax 1,097 1,285 1,024
Deferred state income tax 80 (329) 483
Investment tax credit adjustment (577) (641) (740)
______ ______ ______
3,777 3,401 3,485
______ ______ ______
Taxes on other income:
Current federal income tax 496 598 353
Current state income tax 127 158 94
______ ______ ______
623 756 447
______ ______ ______
Total income taxes $ 4,400 $ 4,157 $ 3,932
====== ====== ======

A reconciliation of the Company's effective income tax rates with the
federal statutory rate is as follows:

1993 1992 1991
---- ---- ----
Federal statutory rate 35.0% 34.0% 34.0%
State income taxes, net of federal income tax benefit 6.9 6.1 6.1
Investment credit (4.7) (5.3) (6.0)
Book depreciation in excess of tax basis 2.0 1.9 1.7
AFUDC equity 0.6 0.9 0.9
Flowback of excess deferred taxes (3.6) (3.1) (6.7)
Other (0.1) (0.1) 1.7
____ ____ ____
36.1% 34.4% 31.7%
==== ==== ====

The items comprising deferred income tax expense are as follows:

1993 1992 1991
---- ---- ----
(Dollars in thousands)

Decommissioning expense not currently deductible $ (351) $ (104) $ 14
Tax depreciation over (under) financial statement
depreciation (978) (679) 955
Tax fuel amortization over (under) financial
statement amortization (255) (637) (1,389)
Tax loss on reacquisition of debt over (under)
financial statement expense 1,887 187 178
Pension expense not currently deductible (167) (192) (562)
Postemployment benefits deduction over (under)
financial statement expense 67 (141) ---
Amortization of materials and supplies not
currently deductible (335) (343) (239)
Low-level waste deduction over (under) financial
statement expense (596) 139 825
Flowback of excess deferred taxes (442) (376) (828)
Other 191 (23) 245
______ ______ ______
$ (979) $(2,169) $ (801)
====== ====== ======

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 1993 and January 1, 1993 are presented below:

December 31, January 1,
1993 1993
------------ ----------
(Dollars in thousands)
<S> <C> <C>
Deferred tax assets:
Accumulated amortization of final nuclear core $ 2,914 $ 2,559
Nuclear decommissioning liability 2,810 2,291
Regulatory liabilities 5,856 6,793
Accumulated deferred investment credit 2,830 2,984
Accumulated amortization of materials and supplies 2,281 1,851
Other 2,771 4,591
______ ______
Total gross deferred tax assets 19,462 21,069
Less valuation allowance 1,231 1,142
______ ______
Net deferred tax assets 18,231 19,927
______ ______
Deferred tax liabilities:
Plant and equipment (51,258) (51,399)
Other (5,220) (5,574)
______ ______
Total gross deferred tax liabilities (56,478) (56,973)
______ ______
Net deferred tax liability (38,247) (37,046)
====== ======

The valuation allowance is the result of a provision in Vermont tax law
which limits refunds resulting from carrybacks of net operating losses.

NOTE 11. Supplemental Cash Flow Information

The following information supplements the cash flow information provided in
the Statements of Cash Flows:

1993 1992 1991
---- ---- ----
(Dollars in thousands)
Cash paid during the year for:
Interest (net of amount capitalized) $7,632 $7,062 $7,990
===== ===== =====
Income taxes $7,070 $6,192 $4,793
===== ===== =====

NOTE 12. Pension Plans

The Company has two noncontributory pension plans covering substantially
all of its regular employees. The Company's funding policy is to fund the
net periodic pension expense accrued each year. Benefits are based on age,
years of service and the level of compensation during the final years of
employment.

The aggregate funded status of the Company's pension plans as of December
31, 1993 and 1992 is as follows:

December 31,
------------
1993 1992
---- ----
(Dollars in thousands)

Vested benefits $ 8,882 $ 6,548
Nonvested benefits 1,338 918
______ ______
Accumulated benefit obligation 10,220 7,466
Additional benefits related to future compensation levels 8,540 7,728
______ ______
Projected benefit obligation 18,760 15,194
Fair value of plan assets, invested primarily in
equities and bonds 16,343 13,791
______ ______
Projected benefit obligation in excess of plan assets $ 2,417 $ 1,403
====== ======

The increase in the projected benefit obligation from $15.2 million in
1992 to $18.8 million in 1993 is the result of additional service
accruals, interest costs and changed plan assumptions.

Certain changes in the items shown above are not recognized as they
occur, but are amortized systematically over subsequent periods.
Unrecognized amounts still to be amortized and the amount that is
included in the balance sheet appear below.

</TABLE>
<TABLE>
<CAPTION>

December 31,
------------
1993 1992
---- ----
(Dollars in thousands)

<S> <C> <C>
Unrecognized net transition obligation $ 996 $ 1,057
Unrecognized net gain (4,086) (4,939)
Pension liability included in balance sheet 4,866 4,610
Unrecognized prior service costs 641 675
______ ______
Projected benefit obligation in excess of
plan assets $ 2,417 $ 1,403
====== ======

The following are pension plan assumptions as of December 31, 1993 and
1992:

December 31,
------------
1993 1992
---- ----

Discount rate 7.0% 8.0%
Compensation scale 5.5% 6.5%
Expected return on assets 8.5% 8.5%

Net pension expense for the three years ending December 31, 1993 included
the following components:

1993 1992 1991
---- ---- ----
(Dollars in thousands)

Service cost - benefits earned $ 1,141 $ 1,275 $ 1,147
Interest cost on projected benefit obligation 1,288 1,305 1,104
Actual (return) loss on plan assets (1,792) (867) (2,124)
Net amortization and deferral 631 78 1,452
______ ______ ______
Net pension expense $ 1,268 $ 1,791 $ 1,579
====== ====== ======

NOTE 13. Postretirement Benefits Other Than Pensions

The Company adopted Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions"
(SFAS 106), on January 1, 1992. This statement requires companies to
use accrual accounting for postretirement benefits other than pensions.
Prior to 1992, the Company accrued and collected a portion of
postretirement benefits costs through decommissioning billings while the
remaining cost was expensed when benefits were paid. The incremental
cost, above the amount collected through decommissioning billings,
approximately $2.4 million, is now accrued and since January, 1992, has
been included in the Company's monthly power billings to Sponsors. The
Company is funding this liability by placing monies in separate trusts.
In order to maximize the deductible contributions permitted under IRS
regulations, the Company has amended its pension plans and established
separate VEBA trusts for management and union employees.

In December, 1992, the FERC issued its policy statement setting forth
how utilities can recover in rates the increased costs associated with
the implementation of SFAS 106. The policy statement specifies three
conditions that must be met before FERC will consider companies'
election of the accrual method: (a) the Company must agree to make cash
deposits to an irrevocable external trust fund, at least quarterly, in
amounts that are proportional and, on an annual basis, equal to the
annual test period allowance for postretirement benefits other than
pensions; (b) the Company must agree to maximize the use of income tax
deductions for contributions to funds of this nature; and (c) in order
to recover the transition obligation, the Company must file a general
rate change within three years of adoption of SFAS 106.

The following table presents the plan's funded status reconciled with
amounts recognized in the Company's balance sheets as of December 31,
1993 and December 31, 1992 (dollars in thousands):

</TABLE>
<TABLE>
<CAPTION>

Accumulated postretirement benefit obligation:
1993 1992
---- ----

<S> <C> <C>
Retirees $ 1,078 $ 1,277
Fully eligible active plan participants 921 1,332
Other active participants 8,071 9,935
______ ______
Total accumulated postretirement benefit obligation 10,070 12,544

Fair value of plan assets, invested primarily in
short-term investments 2,457 1,595
______ ______
Accumulated postretirement benefit
obligation in excess of plan assets $ 7,613 $10,949
====== ======

Unrecognized net transition obligation $ 7,933 $10,314
Unrecognized net gain (1,980) (126)
Accrued postretirement benefit cost collected through
decommissioning billings and included
in accrued liabilities 1,660 761
______ ______
Accumulated postretirement benefit obligation
in excess of plan assets $ 7,613 $10,949
====== ======

</TABLE>

The net periodic postretirement benefit cost for 1993 and 1992 includes the
following components (dollars in thousands):

1993 1992
---- ----
<S> <C> <C>
Service cost $ 735 $ 958
Interest cost 652 941
Net amortization and deferral 350 543
_____ _____
Net periodic postretirement benefit cost $1,737 $2,442
===== =====

</TABLE>

For measurement purposes, a 15% annual rate of increase in the per
capita cost of covered benefits (i.e., health care cost trend rate) was
assumed for 1993; the rate was assumed to decrease gradually to 6% by
the year 2001 and remain at that level thereafter. The health care cost
trend rate assumption has a significant effect on the amounts reported.
For example, increasing the assumed health care cost trend rates by one
percentage point in each year would increase the accumulated
postretirement benefit obligation as of December 31, 1993 by $2.2
million and the aggregate of the service and interest cost components of
net periodic postretirement benefit cost for the year ended December 31,
1993 by $0.3 million. The weighted-average discount rate used in
determining the accumulated postretirement benefit obligation was 7% at
December 31, 1993.

The change in the accumulated postretirement benefit obligation from
$12.5 million in 1992 to $10.0 million in 1993 is the result of
adjustments made to reflect a lower actual medical cost increase during
1993 than projected. The reduction in the unrecognized net transition
obligation from $10.3 million in 1992 to $7.9 million in 1993 is
primarily the result of elimination of Medicare Part B coverage.

NOTE 14. Lease Commitments

The Company leases equipment and systems under noncancelable operating
leases. Charges against income for rentals under these leases were
approximately $3.7 million, $2.6 million and $3.7 million in 1993, 1992
and 1991, respectively. Minimum future rentals as of December 31, 1993
are as follows:

Fiscal years ended Annual rentals
- ------------------ --------------
(Dollars in thousands)

1994 $3,283
1995 3,060
1996 2,878
1997 2,798
1998 and after 5,053

The Company has entered into an agreement with General Electric Capital
Corporation to lease certain equipment being constructed by General
Electric Corporation valued at approximately $29 million including
installation costs. Under the lease agreement, the Company will make 120
monthly payments of $342,358 per month commencing on the later of (1)
April 15, 1995 or (2) the commissioning date of the equipment. The
lease will also include the sale and leaseback of a $2 million turbine
rotor forging previously owned by the Company. The lease will be
classified as an operating lease for accounting purposes.

The construction contract requires progress payments to be paid by
Vermont Yankee prior to installation of the equipment. Just prior to
delivery of the equipment, the lessor will reimburse Vermont Yankee for
these payments and will continue to make the remaining payments until
the commencement date of the lease. During the time period subsequent
to equipment delivery before the equipment is commissioned, the Company
will pay interim rent to the lessor based on the amount of outstanding
progress payments. The final documentation of the lease is currently
being negotiated, and if a final agreement cannot be reached, the
Company would be responsible for substantial termination payments.

NOTE 15. Commitments and Contingencies

Low-level Waste

In February, 1993, the Vermont Public Service Board issued an order
which requires the Company to pay its share of expenses incurred by the
Vermont Low Level Radioactive Waste Authority for the period April, 1993
through June, 1994, currently capped at $4.5 million. In addition, in
accordance with Vermont Act 296, the order established a fund for the
long-term care of any eventual Vermont low-level waste disposal
facility. Based on this order, the Company must make annual payments of
approximately $0.8 million into the long-term care fund. Payments made
to the VLLRWA, not pertaining directly to the siting and construction of
a low-level waste disposal facility, are being expensed currently.

In parallel with siting a low-level radioactive waste facility in
Vermont, there has been a three-state effort between Vermont, Maine, and
Texas to form a compact to site such a facility in Texas. The Texas
Legislature has approved, and Governor Ann Richards of Texas has signed
into law, a bill that would form such a compact. On November 2, 1993,
Maine voters ratified the compact. Early during its 1994 session, the
Vermont Legislature is scheduled to vote to approve entry into the
compact. Following approval by the Vermont Legislature, the compact
will require approval of the U.S. Congress.

If the compact is successful and proceeds on schedule, Vermont Yankee
would begin sending its waste to a Texas facility during 1997. Under
the proposed compact, Vermont would pay the State of Texas $25 million
($12.5 million when the U.S. Congress ratifies the compact and $12.5
million when the facility opens). In addition, Vermont must pay $2.5
million ($1.25 million when Congress ratifies the compact and $1.25
million when the facility is licensed) for community assistance projects
in Hudspeth County, Texas, where the facility is to be located. Vermont
would also pay one-third of the Texas Low-Level Radioactive Waste
Disposal Compact Commission's expenses until the facility opens. The
Disposal fees for generators in Vermont and Maine would then be set at a
level that is the same for generators in Texas. The Company anticipates
recovering the costs of the compact from sponsors.

Nuclear Fuel

The Company has approximately $165 million of "requirements based"
purchase contracts for nuclear fuel needs to meet substantially all of
its power production requirements through 2002. Under these contracts,
any disruption of operating activity would allow the Company to cancel
or postpone deliveries until actually needed.

Insurance

The Price-Anderson Act, as amended, currently limits public liability
from a single incident at a nuclear power plant to $9.4 billion. Any
damages beyond $9.4 billion are indemnified under an agreement with the
NRC, but subject to Congressional approval. The first $200 million of
liability coverage is the maximum provided by private insurance. The
Secondary Financial Protection program is a retrospective insurance plan
providing additional coverage up to $9.2 billion per incident by
assessing retrospective premiums of $79.3 million against each of the
116 reactor units that are currently subject to the Program in the
United States, limited to a maximum assessment of $10 million per
incident per nuclear unit in any one year. The maximum assessment is to
be adjusted at least every five years to reflect inflationary changes.

The above insurance covers all workers employed at nuclear facilities
prior to January 1, 1988, for bodily injury claims. The Company has
purchased a Master Worker insurance policy with limits of $200 million
with one automatic reinstatement of policy limits to cover workers
employed on or after January 1, 1988. Vermont Yankee's estimated
contingent liability for a retrospective premium on the Master Workers
policy as of December, 1993 is $3.1 million. The Secondary Financial
Protection program referenced above provides coverage in excess of the
Master Worker policy.

VERMONT YANKEE NUCLEAR POWER CORPORATION

Schedule I

Marketable Securities - Other Investments

(Dollars in Thousands)

_____________________________________________________________________________________

Name of Issuer and Number of Cost of Market Value Amount at Which
Title of Each Issue Shares or Each Issue of Each Issue Each Portfolio
Units - * at 12/31/93 of Equity
Principal Security Issues
Amounts of and Each Other
Bonds and Security Issue
Notes Is Carried
on the
Balance Sheet
_____________________________________________________________________________________

<S> <C> <C> <C> <C>
Decommissioning fund:

U.S. Treasury obligations $16,252 $17,262 $ 18,666 $17,262
Municipal obligations 78,055 79,755 84,576 79,755
Money market funds and
Accrued Interest 1,863 1,863 1,863 1,863
______ ______ _______ ______
$96,170 $98,880 $105,105 $98,880
====== ====== ======= ======
Disposal fee defeasance fund:

Short-term investments $40,200 $39,870 $39,870 $39,870
Corporate bonds and notes 3,200 3,195 3,083 3,195
Money market funds and
Accrued Interest 419 419 419 419
______ ______ _______ ______

$43,819 $43,484 $43,372 $43,484
====== ====== ======= ======

*Cost includes accrued interest and amortization of premiums and discounts.

</TABLE>

VERMONT YANKEE NUCLEAR POWER CORPORATION

Schedule V - Property, Plant and Equipment

Years Ended December 31, 1993, 1992, and 1991

($000)

1993 1992 1991
---- ---- ----

Electric Plant:

Land and land rights $ 1,397 $ 1,127 $ 984
Structures and improvements 61,887 61,868 61,515
Reactor, turbogenerator and
accessory equipment 304,388 292,561 285,808
Transmission equipment 5,948 5,606 6,141
Other 1,116 1,116 1,116
Construction work in progress 597 6,408 4,188
_______ _______ _______
375,333 368,686 359,752
_______ _______ _______

Nuclear Fuel:

Assemblies in reactor 69,063 74,025 83,213
Fuel in process --- 5,236 637
Fuel in stock --- --- 22,863
Spent fuel 287,700 259,199 227,040
_______ _______ _______
356,763 338,460 333,753
_______ _______ _______
Total $732,096 $707,146 $693,505
======= ======= =======

Neither total additions of $25,361,000, $15,167,000 or $25,002,000 nor
total retirements of $411,000, $1,526,000, or $0 for the years ended
December 31, 1993, 1992 and 1991, respectively, exceeded 10% of the
utility plant balance at the end of the year.

VERMONT YANKEE NUCLEAR POWER CORPORATION

Schedule VI - Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment

Years Ended December 31, 1993, 1992 and 1991

(Dollars in Thousands)

Additions Other
Balance Charged to Charges Balance
Beginning Costs and and At End
of Year Expenses Retirements (Deduct) of Year
--------- ---------- ----------- -------- -------

<S> <C> <C> <C> <C> <C>
Accumulated depreciation
of electric plant: (A)
1993 185,263 13,707 (411) (170) (B) 198,389
1992 173,827 13,253 (1,526) (291) (B) 185,263
1991 162,065 11,800 --- ( 38) (B) 173,827

Accumulated amortization
of nuclear fuel:
1993 308,848 19,526 --- (4,115) (C) 324,259
1992 291,013 21,240 --- (3,405) (C) 308,848
1991 270,011 24,864 --- (3,862) (C) 291,013

Total accumulated
depreciation and
amortization
1993 494,111 33,234 (411) (4,286) 522,648
1992 464,840 34,493 (1,526) (3,696) 494,111
1991 432,076 36,664 --- (3,900) 464,840

(A) Electric plant is being depreciated on the straight-line method at rates designed to
fully depreciate all depreciable properties by 2012. (See Note 1 to the financial
statements).

(B) Represents net salvage and removal costs.

</TABLE>

EXHIBIT 23-a-2
CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Green Mountain Nuclear Power Corporation:

We consent to the incorporation by reference in the Registration
Statement on Form S-3, File No. 3-48882 and in the Registration
Statement on Form S-8, File No. 33-47985, of our report dated February
5, 1993, relating to the balance sheet of Vermont Yankee Nuclear Power
Corporation as of December 31, 1992 and the related statements of income
and retained earnings and cash flows for each of the years in the two-
year period ended December 31, 1992, which report is included in the
December 31, 1993 Annual Report on Form 10-K of Green Mountain Power
Corporation.

Boston, Massachusetts
March 28, 1994 KPMG Peat Marwick

EXHIBIT 23-a-1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation of our reports dated February 1, 1994 included in this
Form 10-K, into the Company's previously filed Registration Statement on
Form S-3, File No. 33-48882, and into the Company's previously filed
Registration Statement on Form S-8, File No. 33-47985.

Boston, Massachusetts
March 30, 1994 /s/ Arthur Andersen & Co.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Green Mountain Power Corporation:

We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements of Green Mountain Power
Corporation included in this Form 10-K and have issued our report
thereon dated February 1, 1994. Our audit was made for the purpose of
forming an opinion on the basic financial statements taken as a whole.
The schedules listed in the index on page 38 of this Form 10-K are the
responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission's
rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements, and in our opinion, fairly
state, in all material respects, the financial data required to be set
forth therein in relation to the basic financial statements taken as a
whole.

Boston, Massachusetts
February 1, 1994 /s/ Arthur Andersen & Co.

EXHIBIT 3-a

RESTATED ARTICLES OF ASSOCIATION
OF
GREEN MOUNTAIN POWER CORPORATION

SECTION 1

NAME, PRINCIPAL OFFICE AND DURATION

SECTION 1.01. The name of this corporation is Green
Mountain Power Corporation. It is a corporation organized for profit
and has its principal office in the City of South Burlington, Vermont.
The period of its duration is perpetual.

SECTION 2

THE PURPOSES OF THE CORPORATION

SECTION 2.01. The corporation is organized for the
purposes of doing in the State of Vermont any and all of the things
herein set forth, viz: To generate, produce, buy or in any manner
acquire, and to sell, dispose of and distribute electricity for light,
heat, power and other purposes and to carry on the business of
furnishing, supplying, manufacturing and vending, light, heat and power,
and further to manufacture, sell, produce or otherwise acquire, and to
supply for public use, gas for light, heat or power and further to
construct, develop, improve, acquire, hold, own, lease, maintain and
operate plants, facilities, water powers and other works for the
manufacture, generation, production, accumulation, transmission and
distribution of electric energy for light, heat, power and other
purposes, and to exercise rights of condemnation and eminent domain in
connection with the doing of its business, objects and purposes as
herein set forth so far as may be permissible by law; and to do any and
all such other acts and things as are necessary or convenient to the
attainment of the purposes of this corporation, or any of them to the
same extent as natural persons lawfully might or could do, in so far as
such acts and things are permitted to be done by a similar corporation
organized under the Vermont Business Corporation Act of the State of
Vermont.

SECTION 3

AUTHORIZED CAPITAL STOCK

SECTION 3.01. The number of authorized shares of capital
stock of Green Mountain Power Corporation is 242,430 shares of Preferred
Stock of the par value of one hundred dollars ($100) per share; 50,000
shares of Preference Stock of the par value of one hundred dollars
($100) per shares; and 6,000,000 shares of Common Stock of the par value
of three dollars and thirty-three and one-third cents ($3.33 1/3) per
share.

A statement of the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of said classes of
stock is as follows:

SECTION 4

DEFINITIONS

SECTION 4.01. The term "Preferred Stock" shall mean any
class of Preferred Stock described in Section 5 and any other class of
stock with respect to which dividends and amounts payable upon
liquidation, dissolution or winding up of the Corporation shall be
payable on a parity with the amounts thereof in respect of such
Preferred Stock, notwithstanding that any such other class of Preferred
Stock, may have a dividend rate, redemption prices, amounts payable
thereon upon liquidation, dissolution or winding up, sinking or purchase
fund, voting rights and other terms and provisions varying from those
described in Section 5.

SECTION 4.02. The term "Junior Stock" shall mean the
Common Stock and stock of any other class ranking junior to the
Preferred Stock in respect of dividends and amounts payable upon any
liquidation, dissolution or winding up of the Corporation.

SECTION 4.03. The term "accrued dividends" shall mean, in
respect to each share of any class or series of stock, that amount which
shall be equal to simple interest upon the par value at the annual
dividend rate fixed for such class or series of stock and no more, from
and including the date upon which dividends on such share become
cumulative and (i) up to but not including the date fixed for payment in
liquidation or for redemption, or, as the case may be (ii) up to and
including the last day of any period for which such accrued dividends
are to be determined, less the aggregate amount of all dividends
theretofore paid or declared and set apart for payment thereon.
Computation of accrued dividends in respect of any portion of a
quarterly dividend period shall be by the 360-day year, 30-day month,
method of computing interest.

SECTION 4.04. The term "gross income of the Corporation
available for payment of interest charges" shall mean the total
operating revenues and other income of the Corporation less all proper
deductions for operating expenses, taxes (including income, excess
profits and other taxes based on or measured by income or undistributed
earnings or income) and other appropriate items, including provisions
for maintenance, and provision for retirements, depreciations and
obsolescence but excluding any interest charges and any credits or
charges on account of amortization of debt premium, discount and
expense, all to be determined in accordance with sound accounting
practice. In determining such "gross income of the Corporation
available for payment of interest charges", no deduction or adjustment
shall be made for or in respect of (1) profits or losses from sales of
property carried in plant or investment accounts of the Corporation, or
from the reacquisition of any securities of the Corporation, or taxes on
or in respect of such profits or losses, (2) charges for the
elimination, retirement or amortization of utility plant adjustment or
acquisition accounts or other intangibles, or (3) any earned surplus
adjustments (including tax adjustments) applicable to any prior period.

SECTION 4.05. The term "net income of the Corporation
available for dividends" shall mean the gross income of the Corporation
available for payment of interest charges as defined in Section 4.04
less interest charges, provided that no deduction or adjustment shall be
made for or in respect of the items described in clauses (1), (2) and
(3) of Section 4.04 above, or any charge off against surplus of or in
respect of expenses in connection with the redemption or retirement of
any securities issued by the Corporation, including any amount paid in
excess of the principal amount or par or stated value of securities
redeemed or retired, or, in the event that such redemption or retirement
is effected with the proceeds of the sale of other securities of the
Corporation, interest or dividends on the securities redeemed or retired
from the date on which the funds required for such redemption or
retirement are deposited in trust for such purpose to the date of
redemption or retirement.

SECTION 4.06. The term "net income of the Corporation
available for dividends on Junior Stock" shall mean "net income of the
Corporation available for dividends", as defined above, less all
dividends accrued from and after December 1, 1954 and prior to the date
as of which such computation is being made, whether or not paid, (i) on
all outstanding Preferred Stock, and (ii) on all outstanding stock of
any class ranking as to dividends prior to such Preferred Stock.

SECTION 4.07. The term "Common Stock Equity" shall mean
the aggregate of the par value of, or stated capital represented by the
outstanding Common Stock of the Corporation, plus the capital surplus
and earned surplus of the Corporation and plus premiums on all capital
stock of the Corporation, less any accumulated or unpaid dividends on
any outstanding Preferred Stock and any outstanding stock of any other
class ranking as to dividends prior to the Preferred Stock.

SECTION 4.08. The term "sound accounting practice" shall
mean recognized principles of accounting practice followed by companies
engaged in a business similar to that of the Corporation, except as
otherwise required by any applicable rules, regulations or orders of the
Vermont Public Service Board or other public regulatory authority having
jurisdiction over the accounts of the Corporation, provided that the
Corporation may, at the time, contest in good faith the validity or
applicability to the Corporation of any such rule, regulation or order,
and pending such contest, such rule, regulation or order shall not be
controlling.

SECTION 5

PREFERRED STOCK

SECTION 5.01. Of the authorized shares of Preferred Stock
of the Corporation there shall be a class, to consist initially of
12,430 shares, designated as "5% Preferred Stock, Class A", which shall
have the terms and provisions hereinafter in this Section 5.01 set forth
or provided for.

(a) Dividends. Out of any assets of the Corporation
available for dividends, the holders of the 5% Preferred Stock, Class A,
shall be entitled to receive, but only when and as declared by the Board
of Directors, dividends at the rate of 5% and no more, payable quarterly
on December 1, March 1, June 1 and September 1 in each year beginning
March 1, 1955, to the stockholders of record on a date not more than 30
days prior to such payment date, as may be determined by the Board of
Directors of the Corporation. Dividends on the 5% Preferred Stock,
Class A, shall be cumulative from and after December 1, 1954.

(b) Liquidation. In the event of any liquidation,
dissolution or winding up of the Corporation the holders of the 5%
Preferred Stock, Class A, shall be entitled to receive the amounts
prescribed in Section 6.02.

(c) Redemption Provisions. The Corporation may at its
option expressed by resolution of its Board of Directors redeem the 5%
Preferred Stock, Class A, in the manner provided in Section 6.03 (A) at
any time or from time to time at $100 per share, together with all
accrued dividends (whether or not declared), and plus a redemption
premium of $4.50 per share as to any shares redeemed prior to December
1, 1957, $3.75 per share as to any shares redeemed on December 1, 1957
and thereafter prior to December 1, 1960, $3.00 per share as to any
shares redeemed on December 1, 1960 and thereafter prior to December 1,
1963, $2.25 per share as to any shares redeemed on December 1, 1963 and
thereafter prior to December 1, 1966, and $1.50 per share as to any
shares redeemed on December 1, 1966 and thereafter.

(d) Purchase Fund. The Corporation covenants and agrees
for the benefit of holders of the 5% Preferred Stock, Class A, that in
1955 and each year thereafter so long as any shares of the 5% Preferred
Stock, Class A, are outstanding, it will make an offer (hereinafter in
this Paragraph called a Purchase Offer) to the holders of shares of the
5% Preferred Stock, Class A, to purchase on December 1 in each such year
a number of shares of said Class equal to 3% of the maximum number of
shares of the 5% Preferred Stock, Class A, theretofore issued prior to
October 15 of such year, at the prices at which the same may be offered
to the Corporation up to but not exceeding a price of $100 per share and
accrued dividends, less such number of shares of said class theretofore
purchased at prices not exceeding $100 per share and accrued dividends
as the Corporation shall elect to surrender in such year to the Transfer
Agent for the 5% Preferred Stock, Class A, all as hereinafter provided
in this Paragraph. At the option of the Corporation the maximum number
of shares in any year purchased pursuant to such Purchase Offer may be
increased from 3% to not more than 6% of the 5% Preferred Stock, Class
A, theretofore issued as above provided.

At least 45 days prior to December 1 in each such year, the
Corporation shall furnish the Transfer Agent for the 5% Preferred Stock,
Class A, with a certificate, signed by the President or a Vice President
of the Corporation, stating (a) the number of shares of the 5% Preferred
Stock, Class A, if any, theretofore purchased by the Company and to be
surrendered in such year and that said shares have been theretofore
purchased by the Corporation at prices not exceeding $100 per share and
accrued dividends to the date of purchase; and (b) the number of shares
of the 5% Preferred Stock, Class A, if any, in respect of which a
Purchase Offer is to be made in such year.

If the certificate filed in any such year shall state that a
Purchase Offer is to be made in such year, the Transfer Agent for the 5%
Preferred Stock, Class A, shall, at least 30 days prior to December 1 of
such year, mail to the holders of record of shares of said class as at
the day prior to the mailing date, a notice, in the name of the
Corporation, that the Corporation will on December 1 of that year,
accept offers to sell the number of shares required to be covered by the
Purchase Offer at the prices at which shares are offered to the
Corporation up to but not exceeding a price of $100 per share and
accrued dividends thereon. The Corporation may require, and in such
event said notice shall specify, that all offers to sell the shares of
the 5% Preferred Stock, Class A, shall be accompanied by the
certificates for the shares offered, together with evidence,
satisfactory to the Transfer Agent, of the right of the holders thereof
to sell the same to the Corporation as aforesaid.

In any year in which a Purchase Offer shall have been made,
the Transfer Agent shall on December 1, on behalf of the Corporation,
accept offers to sell shares of the 5% Preferred Stock, Class A,
received by it up to the full number of shares covered by the Purchase
Offer upon such basis as will result in the lowest aggregate cost to the
Corporation. To that end the Transfer Agent shall accept offers at the
same price on a pro rata basis, as nearly as may be. In case any person
whose offer is accepted shall thereafter fail to make good such offer,
said Transfer Agent shall, to the extent practicable, within 30 days
after December 1, accept in lieu thereof, the best offers, if any,
theretofore made and not theretofore accepted.

On or prior to December 1 in each year, the Corporation
shall surrender to said Transfer Agent for cancellation stock
certificates for the number of shares of the 5% Preferred Stock, Class
A, if any, specified in said certificate for such year and deposit with
said Transfer Agent cash sufficient to purchase the shares of said
class, if any, which have been accepted for purchase pursuant to the
Purchase Offer made in such year and thereafter shall deposit any
additional funds required to carry out the Purchase Offer for such year.
The Transfer Agent shall, on the next succeeding February 1st, return to
the Corporation any funds deposited with it and not applied to the
purchase of shares of the 5% Preferred Stock, Class A, pursuant to the
Purchase Offer for such year.

If in any year the Corporation shall fail to make and carry
out a Purchase Offer, if and to the extent a Purchase Offer is required
to be made in such year, such failure shall be made good, in the manner
hereinafter in this paragraph set forth, before any dividends shall be
declared or paid upon or set apart for any shares of Common Stock or any
shares of any class of stock ranking junior to the Preferred Stock or
any sums applied to the purchase, redemption or other retirement of the
Common Stock or any shares of any class of stock ranking junior to the
Preferred Stock. Any such failure may be made good at any time by the
making and carrying out of a Special Purchase Offer covering the number
of shares of the 5% Preferred Stock, Class A, as to which such failure
exists and, to that end, the Corporation shall file with the Transfer
Agent a certificate signed by the President or a Vice President,
specifying a date, not less than 45 days after the date of filing
thereof, on which offers to sell shares of the 5% Preferred Stock, Class
A, will be accepted. Such Special Purchase Offer shall otherwise be
made and carried out on thirty days' notice and in the same manner as
hereinabove provided for Purchase Offers to be carried out on December
1.

Shares of the 5% Preferred Stock, Class A, purchased
pursuant to any Purchase Offer or Special Purchase Offer or surrendered
in reduction of the purchase obligation of the Corporation in any year
shall be cancelled and shall not be reissued as shares of said class.

(e) Voting Powers and other Rights. The holders of 5%
Preferred Stock, Class A, shall have such voting power and other rights
and be subject to such restrictions and qualifications, as are set forth
in Sections 6 to 8 hereof, inclusive.

SECTION 5.02. Of the authorized shares of Preferred Stock
of the Corporation there shall be a class, to consist initially of
15,000 shares, designated as "4.75% Preferred Stock, Class B," which
shall have the terms and provisions hereinafter in this Section 5.02 set
forth or provided for.

(a) Dividends. Out of any assets of the Corporation
available for dividends, the holders of the 4.75% Preferred Stock, Class
B, shall be entitled to receive, but only when and as declared by the
Board of Directors, dividends at the rate of $4.75 per share per annum
and no more, payable quarterly on March 1, June 1, September 1 and
December 1 in each year beginning June 1, 1964, to the stockholders of
record on a date not more than 30 days prior to any such payment date,
as may be determined by the Board of Directors of the Corporation.
Dividends on the 4.75% Preferred Stock, Class B, shall be cumulative
from and after March 1, 1964.

(b) Liquidation. In the event of any liquidation,
dissolution or winding up of the Corporation the holders of the 4.75%
Preferred Stock, Class B, shall be entitled to receive the amounts
prescribed in Section 6.02.

(c) Redemption Provisions. The Corporation may, at its
option expressed by vote of its Board of Directors, redeem the 4.75%
Preferred Stock, Class B, in the manner provided in Section 6.03(A)
(except that no shares of the 4.75% Preferred Stock, Class B, shall be
redeemed prior to March 1, 1969, directly or indirectly, out of the
proceeds of or in anticipation of the issuance of Preferred Stock of any
class by or for the account of the Corporation or any subsidiary of the
Corporation, having an effective dividend rate [calculated after
adjustment, in accordance with generally accepted financial practice,
for any premium received or discount granted in connection with the
issuance of such Preferred Stock] of less than 4.75% per annum) at any
time or from time to time at $100 per share, together with all accrued
dividends (whether or not declared), and plus a redemption premium of
$4.75 per share as to any shares redeemed prior to March 1, 1967, $4.00
per share as to any shares redeemed on March 1, 1967 and thereafter
prior to March 1, 1970, $3.00 per share as to any shares redeemed on
March 1, 1970 and thereafter prior to March 1, 1973, $2.00 per share as
to any shares redeemed on March 1, 1973 and thereafter prior to March 1,
1976, and $1.00 per share as to any shares redeemed on March 1, 1976 and
thereafter.

(d) Purchase Fund. The Corporation covenants and agrees
for the benefit of holders of the 4.75% Preferred Stock, Class B, that
in 1967 and each year thereafter so long as any shares of the 4.75%
Preferred Stock, Class B, are outstanding, it will make an offer
(hereinafter in this Section 5.02 called a Purchase Offer) to the
holders of shares of the 4.75% Preferred Stock, Class B, to purchase on
December 1 in each such year a number of shares of said class equal to
3% of the aggregate number of shares of the 4.75% Preferred Stock, Class
B, theretofore issued prior to October 15 of such year, at $100 per
share and accrued dividends.

The Transfer Agent for the 4.75% Preferred Stock, Class B,
shall, not less than 30 nor more than 45 days prior to December 1 of
each such year, mail to the holders of record of shares of said class as
at the close of business on the last business day prior to the mailing
date a notice, in the name of the Corporation, of the Purchase Offer for
such year, stating that the Corporation will on December 1 of that year,
accept offers to sell the number of shares required to be covered by the
Purchase Offer for such year at $100 per share and accrued dividends
thereon. The Corporation may require, and in such event said notice
shall specify, that all offers to sell the shares of the 4.75% Preferred
Stock, Class B, shall be accompanied by the certificates for the shares
offered, together with evidence, satisfactory to the Transfer Agent, of
the right of the holders thereof to sell the same to the Corporation as
aforesaid.

The Transfer Agent shall on each such December 1 on behalf
of the Corporation, accept offers to sell shares of the 4.75% Preferred
Stock, Class B, received by it up to the full number of shares covered
by the Purchase Offer for such year. If the aggregate number of shares
of 4.75% Preferred Stock, Class B, offered for sale in response to any
such Purchase Offer exceeds the number of shares required to be covered
by such Purchase Offer, such offers for sale shall be accepted pro rata
(as nearly as practicable without the purchase or issuance of fractional
shares or scrip therefor) in proportion to the total number of shares of
4.75% Preferred Stock, Class B, offered for sale respectively by the
holders thereof who shall have made such offers for sale, provided that
in any event, each holder of 4.75% Preferred Stock, Class B, shall be
entitled to offer for sale and to have purchased by the Corporation
pursuant to each such Purchase Offer, at least the number of shares (as
nearly as practicable without the purchase or issuance of fractional
shares or scrip therefor) of the 4.75% Preferred Stock, Class B, held by
such holder which bears the same ratio to the total number of shares to
be purchased pursuant to such Purchase Offer as the number of shares
held of record by such holder at the close of business on the last
business day before the date of mailing of notice of such Purchase Offer
bears to the total number of shares of 4.75% Preferred Stock, Class B,
then outstanding. In case any person whose offer is accepted shall
thereafter fail to make good such offer, said Transfer Agent shall, to
the extent practicable, within 30 days after each such December 1,
accept in lieu thereof any offers theretofore made and not theretofore
accepted.

On December 1 in each year, the Corporation shall deposit
with said Transfer Agent cash sufficient to purchase on said December 1
any shares of said class which shall have been offered for sale pursuant
to the Purchase Offer made in such year, but not in excess of the
maximum number of shares which the Corporation shall have offered to
purchase pursuant to such Purchase Offer, and thereafter shall deposit
any additional funds required to carry out the Purchase Offer for such
year. The Transfer Agent shall, on the next succeeding January 15,
return to the Corporation any funds deposited with it and not applied to
the purchase of shares of the 4.75% Preferred Stock, Class B, pursuant
to the Purchase Offer for such year.

If in any year the Corporation shall fail to make and carry
out a Purchase Offer, if and to the extent a Purchase Offer is required
to be made in such year, such failure shall be made good, in the manner
hereinafter in this paragraph set forth, before any dividends shall be
declared or paid upon or set apart for any shares of Common Stock or any
shares of any class of stock ranking junior to the Preferred Stock or
any sums applied to the purchase, redemption or other retirement of the
Common Stock or any shares of any class of stock ranking junior to the
Preferred Stock. Any such failure may be made good at any time by the
making and carrying out of a Special Purchase Offer covering the number
of shares of the 4.75% Preferred Stock, Class B, as to which such
failure exists and, to that end, the Corporation shall file with the
Transfer Agent a certificate, signed by the President or a Vice
President, specifying a date, not less than 45 days after the date of
filing thereof, on which offers to sell shares of the 4.75% Preferred
Stock, Class B, will be accepted. Such Special Purchase Offer shall
otherwise be made and carried out on not less than 30 nor more than 45
days' notice and in the same manner as hereinabove provided for Purchase
Offers to be carried out on December 1.

Shares of the 4.75% Preferred Stock, Class B, purchased
pursuant to any Purchase Offer or Special Purchase Offer in any year
shall be cancelled and shall not be reissued as shares of said class.

(e) Voting Powers and other Rights. The holders of 4.75%
Preferred Stock, Class B, shall have such voting power and other rights
and be subject to such restrictions and qualifications, as are set forth
in Sections 6 to 8 hereof, inclusive.

SECTION 5.03. Of the authorized shares of Preferred Stock
of the Corporation there shall be a class, to consist initially of
15,000 shares, designated as "7% Preferred Stock, Class C" (hereinafter
referred to as the "Class C Preferred Stock"), which shall have the
terms and provisions hereinafter in this Section 5.03 set forth or
provided for.

(a) Dividends. Out of any assets of the Corporation
available for dividends, the holders of the Class C Preferred Stock,
shall be entitled to receive, but only when and as declared by the Board
of Directors, dividends at the rate of $7.00 per share per annum and no
more, payable quarterly on March 1, June 1, September 1 and December 1
in each year beginning September 1, 1968, to the stockholders of record
on a date not more than 30 days prior to any such payment date as may be
determined by the Board of Directors of the Corporation. Dividends on
the Class C Preferred Stock shall be cumulative from and after June 1,
1968.

(b) Liquidation. In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of the Class C
Preferred Stock shall be entitled to receive the amounts prescribed in
Section 6.02.

(c) Redemption Provisions. The Corporation may, at its
option expressed by vote of its Board of Directors, redeem the Class C
Preferred Stock in the manner provided in Section 6.03(A) (except that
no shares of the Class C Preferred Stock shall be redeemed prior to June
1, 1978 directly or indirectly (i) out of the proceeds of or in
anticipation of the issuance of Preferred Stock of any class by or for
the account of the Corporation or any subsidiary of the Corporation,
having an effective dividend cost [calculated in accordance with
generally accepted financial practice] of less than 7% per annum or (ii)
out of the proceeds of or in anticipation of the incurring of
indebtedness by or for the account of the Corporation or any subsidiary
of the Corporation, having an effective interest cost [calculated in
accordance with generally accepted practice] of less than 7% per annum)
at any time or from time to time at $100 per share, together with all
accrued dividends (whether or not declared), and plus a redemption
premium of $7.00 per share as to any shares redeemed prior to June 1,
1971, $5.50 per share as to any shares redeemed on June 1, 1971 and
thereafter prior to June 1, 1974, $4.00 per share as to any shares
redeemed on June 1, 1974 and thereafter prior to June 1, 1977, $2.50 per
share as to any shares redeemed on June 1, 1977 and thereafter prior to
June 1, 1980, and $1.00 per share as to any shares redeemed on June 1,
1980 and thereafter.

(d) Purchase Fund. The Corporation covenants and agrees
for the benefit of holders of the Class C Preferred Stock that in 1971
and each year thereafter so long as any shares of the Class C Preferred
Stock are outstanding, it will make an offer (hereinafter in this
Section 5.03 called a Purchase Offer) to the holders of shares of the
Class C Preferred Stock to purchase on December 1 in each such year a
number of shares of said class equal to 3% of the aggregate number of
shares of the Class C Preferred Stock theretofore issued prior to
October 15 of such year, at $100 per share and accrued dividends.

The Transfer Agent for the Class C Preferred Stock shall,
not less than 30 nor more than 45 days prior to December 1 of each such
year, mail to the holders of record of shares of said class as at the
close of business on the last business day prior to the mailing date a
notice, in the name of the Corporation, of the Purchase Offer for such
year, stating that the Corporation will, on December 1 of that year,
accept offers to sell the number of shares required to be covered by the
Purchase Offer for such year at $100 per share and accrued dividends
thereon. The Corporation may require, and in such event said notice
shall specify, that all offers to sell the shares of the Class C
Preferred Stock shall be accompanied by the certificates for the shares
offered, together with evidence, satisfactory to the Transfer Agent, of
the right of the holders thereof to sell the same to the Corporation as
aforesaid.

The Transfer Agent shall on each such December 1, on behalf
of the Corporation, accept offers to sell shares of the Class C
Preferred Stock received by it up to the full number of shares covered
by the Purchase Offer for such year. If the aggregate number of shares
of Class C Preferred Stock offered for sale in response to any such
Purchase Offer exceeds the number of shares required to be covered by
such Purchase Offer, such offers for sale shall be accepted pro rata (as
nearly as practicable without the purchase or issuance of fractional
shares or scrip therefor) in proportion to the total number of shares of
Class C Preferred Stock offered for sale respectively by the holders
thereof who shall have made such offers for sale, provided that in any
event, each holder of Class C Preferred Stock shall be entitled to offer
for sale and to have purchased by the Corporation pursuant to each such
Purchase Offer, at least the number of shares (as nearly as practicable
without the purchase or issuance of fractional shares or scrip therefor)
of the Class C Preferred Stock held by such holder which bears the same
ratio to the total number of shares to be purchased pursuant to such
Purchase Offer as the number of shares held of record by such holder at
the close of business on the last business day before the date of
mailing of notice of such Purchase Offer bears to the total number of
shares of Class C Preferred Stock then outstanding. In case any person
whose offer is accepted shall thereafter fail to make good such offer,
said Transfer Agent shall, to the extent practicable, within 30 days
after each such December 1, accept in lieu thereof any offers
theretofore made and not theretofore accepted.

On December 1 in each year, the Corporation shall deposit
with said Transfer Agent cash sufficient to purchase on said December 1
any shares of said class which shall have been offered for sale pursuant
to the Purchase Offer made in such year, but not in excess of the
maximum number of shares which the Corporation shall have offered to
purchase pursuant to such Purchase Offer, and thereafter shall deposit
any additional funds required to carry out the Purchase Offer for such
year. The Transfer Agent shall, on the next succeeding January 15,
return to the Corporation any funds deposited with it and not applied to
the purchase of shares of the Class C Preferred Stock pursuant to the
Purchase Offer for such year.

If in any year the Corporation shall fail to make and carry
out a Purchase Offer, if and to the extent a Purchase Offer is required
to be made in such year, such failure shall be made good, in the manner
hereinafter in this paragraph set forth, before any dividends shall be
declared or paid upon or set apart for any shares of Common Stock or any
shares of any class of stock ranking junior to the Preferred Stock or
any sums applied to the purchase, redemption or other retirement of the
Common Stock or any shares of any class of stock ranking junior to the
Preferred Stock. Any such failure may be made good at any time by the
making and carrying out of a Special Purchase Offer covering the number
of shares of the Class C Preferred Stock as to which such failure exists
and, to that end, the Corporation shall file with the Transfer Agent a
certificate, signed by the President or a Vice President, specifying a
date, not less than 45 days after the date of filing thereof, on which
offers to sell shares of the Class C Preferred Stock will be accepted.
Such Special Purchase Offer shall otherwise be made and carried out on
not less than 30 nor more than 45 days' notice and in the same manner as
hereinabove provided for Purchase Offers to be carried out on December
1.

Shares of the Class C Preferred Stock purchased pursuant to
any Purchase Offer or Special Purchase Offer in any year shall be
cancelled and shall not be reissued as shares of said class.

(e) Voting Powers and other Rights. The holders of Class
C Preferred Stock shall have such voting power and other rights and be
subject to such restrictions and qualifications as are set forth in
Sections 6 to 8 hereof, inclusive.

SECTION 5.04. Of the authorized shares of Preferred Stock
of the Corporation there shall be a class, to consist initially of
200,000 shares, designated as "Preferred Stock, Class D" which may be
divided into and issued in series and which shall have the terms and
provisions hereinafter in this Section 5.04 set forth or provided for.

(a) Designation. Each series of the Preferred Stock,
Class D, shall be so designated in the manner hereinafter provided as to
distinguish the shares thereof from the shares of all other series and
classes.

(b) Liquidation. In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of each series
of Preferred Stock, Class D, shall be entitled to receive the amounts
prescribed in Section 6.02.

(c) Dividends. Out of any assets of the Corporation
available for dividends, the holders of each series of the Preferred
Stock, Class D, shall be entitled to receive, but only when and as
declared by the Board of Directors, dividends at such rates as may be
determined by the Board of Directors of the Corporation, as hereinafter
provided, payable quarterly on March 1, June 1, September 1 and December
1 in each year. Dividends on shares of the Preferred Stock, Class D,
shall be cumulative from and after the dates of issue of such shares.

(d) Voting Powers and Other Rights. The holders of the
Preferred Stock, Class D, shall have such voting power and other rights
and be subject to such restrictions and qualifications as are set forth
in Sections 6, 7 and 8 hereof.

(e) Other Rights and Preferences. All shares of the
Preferred Stock, Class D, shall be identical except that there may be
variations between different series of Preferred Stock, Class D with
respect to: (1) the rate of dividend; (2) whether shares may be
redeemed and, if so, the redemption price and the terms and the
conditions of redemption; (3) the amount payable upon shares in event of
voluntary or involuntary liquidation; (4) sinking fund provisions, if
any, for the redemption or purchase of shares; and (5) the terms and
conditions, if any, on which shares may be converted. The Board of
Directors shall have authority within the limitations set forth herein
and imposed by law, subject to restrictions contained in Section 6.04,
to fix and determine the relative rights and preferences of the shares
of any series of Preferred Stock, Class D established by the Board of
Directors.

(f) Procedure for Establishment of Series of Preferred
Stock, Class D. In order for the Board of Directors to establish a
series of Preferred Stock, Class D they shall adopt a resolution setting
forth the designation of the series and fixing and determining the
relative rights and preferences thereof. Prior to the issue of any
shares of any series of Preferred Stock, Class D there shall be filed in
the office of the Secretary of State of the State of Vermont, such
statement as is required by law and upon the filing of such statement
with the Secretary of State, the resolution establishing and designating
the series of Preferred Stock, Class D, and fixing and determining the
relative rights and preferences thereof shall become effective.

SECTION 5.04(A). CLASS D, SERIES 1. Of the authorized but
unissued shares of the Preferred Stock, Class D, of par value of One
Hundred Dollars ($100) per share of this Corporation there shall be a
series of such Preferred Stock consisting of Forty Thousand (40,000)
shares, designated as 9 3/8% Preferred Stock, Class D, Series 1,
(hereinafter referred as the "Preferred Stock, Class D, Series 1") and
such Series shall have the following relative rights and preferences:

(1) Dividends. Out of any assets of the Corporation
available for dividends, the holders of the Preferred Stock, Class D,
Series 1, shall be entitled to receive, but only when and as declared by
the Board of Directors, dividends at the rate of 9 3/8% and no more,
payable quarterly on March 1, June 1, September 1 and December 1 in each
year beginning March 1, 1977, to the stockholders of record on a date
not more than 30 days prior to such payment date, as may be determined
by the Board of Directors of the Corporation. Dividends on the
Preferred Stock, Class D, Series 1 shall be cumulative from and after
the date of issue of such shares.

(2) Liquidation. In the event of any liquidation,
dissolution or winding up of the Corporation the holders of the
Preferred Stock, Class D, Series 1 shall be entitled to receive the
amounts prescribed in Section 6.02 hereof.

(3) Redemption Provisions. This Corporation may, at its
option expressed by vote of its Board of Directors, redeem the Preferred
Stock, Class D, Series 1 in the manner provided in Section 6.03(A)
(except that no shares of the Preferred Stock, Class D, Series 1 shall
be redeemed prior to December 1, 1986 directly or indirectly out of the
proceeds of or in anticipation of the issuance of Preferred Stock of any
class or series by or for the account of the Corporation or any
subsidiary of the Corporation, having an effective dividend cost
[calculated in accordance with generally accepted financial practice] of
less than 9 3/8% per annum) at any time or from time to time at $100 per
share, together with all accrued dividends (whether or not declared),
and plus a redemption premium of $9.38 per share as to any shares
redeemed prior to December 1, 1979, $7.28 per share as to any shares
redeemed on December 1, 1979 and thereafter prior to December 1, 1982,
$5.19 per share as to any shares redeemed on December 1, 1982 and
thereafter prior to December 1, 1985, $3.09 per share as to any shares
redeemed on December 1, 1985 and thereafter prior to December 1, 1988,
and $1.00 per share as to any shares redeemed on December 1, 1988 and
thereafter. Shares of the Preferred Stock, Class D, Series 1 redeemed
pursuant to the foregoing shall be cancelled and shall not be reissued.

(4) Sinking Fund. (a) The Corporation covenants and
agrees, for the benefit of holders of the Preferred Stock, Class D,
Series 1, that the Preferred Stock, Class D, Series 1, shall be entitled
to the benefits of a sinking fund as follows:

(i) On December 1, of each year
commencing with the year 1978 up to and including December 1, 2002, the
Corporation shall, subject to the provisions of, and upon notice given
as provided in, Paragraph A of Section 6.03, redeem at the price of $100
per share and accrued dividends thereon to the date of redemption, such
number of shares of the Preferred Stock, Class D, Series 1, as shall
equal 4% of the Preferred Stock, Class D, Series 1, theretofore issued
prior to October 15 of such year. The obligation to redeem shares of
the Preferred Stock, Class D, Series 1, described in this clause (i) is
herein sometimes referred to as the "sinking fund obligation".

(ii) The sinking fund obligation
shall be cumulative so that if on any December 1 on or after December 1,
1978 the Corporation shall not have satisfied to the full extent
specified above the sinking fund obligation then due, whether by reason
of the provisions of Paragraph C of Section 6.03, or for any other
reason whatsoever, then any such deficiency shall be made good before
any dividends shall be declared or paid upon or set apart for any shares
of the Common Stock or any other class of stock of the Corporation
ranking junior to the Preferred Stock as to dividends or assets or any
sums applied to the purchase, redemption or other retirement of the
Common Stock or any shares of any other class of stock of the
Corporation ranking junior to the Preferred Stock as to dividends or
assets.

(b) At least one day prior to any December 1 on
which any shares of Preferred Stock, Class D, Series 1, shall have been
called for redemption for the sinking fund, the Corporation shall
deliver to the Transfer Agent for such stock, in trust for such
redemption, an amount of money sufficient to redeem all such shares so
called for redemption, to be held and applied as provided in Paragraph A
of Section 6.03 hereof.

(c) Shares of the Preferred Stock, Class D,
Series 1, redeemed pursuant to the sinking fund obligation in any year
shall be cancelled and shall not be reissued as shares of said Series.

(5) Voting Powers and other Rights. The holders of
Preferred Stock, Class D, Series 1, shall have such voting powers and
other rights and be subject to such restrictions and qualifications as
are set forth in Sections 6, 7 and 8 hereof, inclusive.

SECTION 5.04(B). CLASS D, SERIES 2. Of the authorized but
unissued shares of the Preferred Stock, Class D, of par value of One
Hundred Dollars ($100) per share of this Corporation there shall be a
series of such Preferred Stock consisting of Ninety Thousand (90,000)
shares, designated as 16-7/8% Preferred Stock, Class D, Series 2
(hereinafter referred to as the "Preferred Stock, Class D, Series 2")
and such Series shall have the following relative rights and
preferences:

(1) Dividends. Out of any assets of the Corporation
available for dividends, the holders of the Preferred Stock, Class D,
Series 2, shall be entitled to receive, but only when and as declared by
the Board of Directors, dividends at the rate of 16-7/8% and no more,
payable quarterly on March 1, June 1, September 1 and December 1 in each
year beginning September 1, 1982, to the stockholders of record on a
date not more than 30 days prior to such payment date, as may be
determined by the Board of Directors of the Corporation. Dividends on
the Preferred Stock, Class D, Series 2 shall be cumulative from and
after the date of issue of such shares.

(2) Liquidation. In the event of any liquidation,
dissolution or winding up of this Corporation the holders of the
Preferred Stock, Class D, Series 2 shall be entitled to receive the
amounts prescribed in Section 6.02 hereof.

(3) Optional Redemption Provisions. (a) Except as set
forth in paragraph (b) below, the shares of the Preferred Stock, Class
D, Series 2, are not redeemable at the option of this Corporation at any
time prior to June 1, 1989. This Corporation may, at its option
expressed by vote of its Board of Directors, redeem the Preferred Stock,
Class D, Series 2, in the manner provided in Section 6.03(A) at any time
or from time to time on or after June 1, 1989 at $100 per share,
together with all accrued dividends (whether or not declared), and plus
a redemption premium of $3.38 per share as to any shares redeemed on
June 1, 1989 and thereafter prior to June 1, 1990 and $1.69 per share as
to any shares redeemed on June 1, 1990 and thereafter prior to June 1,
1991. No redemption premium shall be paid as to any shares redeemed
pursuant to this paragraph (a) on June 1, 1991 and thereafter. Shares
of the Preferred Stock, Class D, Series 2, redeemed pursuant to the
foregoing shall be cancelled and shall not be reissued as shares of said
Series.

(b) Without prejudice to the rights of the
holders of the Preferred Stock, Class D, Series 2, under paragraph (2)
above and Section 6.02 hereof, in the event of any voluntary
liquidation, dissolution or winding up of this Corporation prior to June
1, 1989, this Corporation may, at its option, expressed by vote of its
Board of Directors, redeem the Preferred Stock, Class D, Series 2, in
the manner provided by Section 6.03(A), at $100 per share, together with
all accrued dividends (whether or not declared), and plus a redemption
premium in an amount per share equal to the amount set forth below for
the period set forth below in which the redemption occurs:

Period Redemption Premium
Per Share
_______________________ ________________
Prior to June 1, 1983 $16.88
from June 1, 1983 to May 31, 1984 14.95
from June 1, 1984 to May 31, 1985 13.02
from June 1, 1985 to May 31, 1986 11.09
from June 1, 1986 to May 31, 1987 9.16
from June 1, 1987 to May 31, 1988 7.23
from June 1, 1988 to May 31, 1989 5.30

(4) Mandatory Sinking Fund Redemption. (a) This Corporation
covenants and agrees, for the benefit of holders of the Preferred Stock,
Class D, Series 2, that the Preferred Stock, Class D, Series 2, shall be
entitled to the benefits of a sinking fund as follows:

(i) On June 1 of each year commencing
with the year 1987 up to and including June 1, 1992, the Corporation
shall, in the manner provided in Section 6.03(A) hereof, redeem at the
price of $100 per share and accrued dividends thereon to the date of
redemption, fifteen thousand (15,000) shares of the Preferred Stock,
Class D, Series 2. The obligation to redeem shares of the Preferred
Stock, Class D, Series 2, described in this clause (i) is herein
sometimes referred to as the "sinking fund obligation". No purchase
pursuant to the provisions of Section 6.03(B) hereof nor any other
purchase shall be applied against or in any way offset the sinking fund
obligation.

(ii) The sinking fund obligation
shall be cumulative so that if on any June 1 on or after June 1, 1987
this Corporation shall not have satisfied to the full extent specified
above the sinking fund obligation then due, whether by reason of the
provisions of Paragraph C of Section 6.03 or for any other reason
whatsoever, then any such deficiency shall be made good before any
dividends shall be declared or paid upon or set apart for any shares of
the Common Stock or any other class of stock of this Corporation ranking
junior to the Preferred Stock as to dividends or assets or any sums
applied to the purchase, redemption or other retirement of the Common
Stock or any shares of any other class of stock of this Corporation
ranking junior to the Preferred Stock as to dividends or assets.

(b) At least one day prior to any June 1 on
which any shares of Preferred Stock, Class D, Series 2, shall have been
called for redemption for the sinking fund, this Corporation shall
deliver to any bank or trust company selected by this Corporation, in
trust for such redemption, an amount of money sufficient to redeem all
such shares so called for redemption, to be held and applied as provided
in Section 6.03(A).

(c) Shares of the Preferred Stock, Class D,
Series 2, redeemed pursuant to the sinking fund obligation in any year
shall be cancelled and shall not be reissued as shares of said Series.

(5) Voting Powers and other Rights. The holders of
Preferred Stock, Class D, Series 2, shall have such voting powers and
other rights and be subject to such restrictions and qualifications as
are set forth in Sections 6, 7 and 8 hereof, inclusive.

SECTION 5.04(C). CLASS D, SERIES 3. Of the authorized but
unissued shares of the Preferred Stock, Class D, of par value of One
Hundred Dollars ($100) per share of this Corporation there shall be a
series of such Preferred Stock consisting of Seventy Thousand (70,000)
shares, designated as 8 5/8% Preferred Stock, Class D, Series 3
(hereinafter referred to as the "Preferred Stock, Class D, Series 3")
and that such Series shall have the following relative rights and
preferences:

(1) Dividends. Out of any assets of the Corporation
available for dividends, the holders of the Preferred Stock, Class D,
Series 3, shall be entitled to receive, but only when and as declared by
the Board of Directors, dividends at the annual rate of 8 5/8% of the
par value thereof, calculated on the basis of a 360-day year of twelve
30-day months and no more, payable quarterly on March 1, June 1,
September 1 and December 1 in each year beginning December 1, 1990, to
the stockholders of record on a date not more than 30 days prior to such
payment date, as may be determined by the Board of Directors. Dividends
on the Preferred Stock, Class D, Series 3 shall be cumulative and shall
accrue on a day-to-day basis from and after the date of issue of such
shares whether or not they have been declared and whether or not there
are profits, surplus or other funds of the Corporation legally available
for the payment of dividends.

(2) Liquidation. In the event of any liquidation,
dissolution or winding up of this Corporation the holders of the
Preferred Stock, Class D, Series 3 shall be entitled to receive the
amounts prescribed in Section 6.02. In furtherance of the rights of
holders of Preferred Stock, Class D, Series 3 under said Section 6.02,
for the purpose of specifying the amounts which such holders shall be
entitled to receive in case such liquidation, dissolution or winding up
shall have been voluntary, the amount of the redemption premium that
would then be payable to the holder thereof if the Preferred Stock,
Class D, Series 3 were to be redeemed at the option of the Corporation
shall be deemed to be an amount per share equal to the amount set forth
below for the period in which such voluntary liquidation, dissolution or
winding up occurs:

Period Redemption Premium
Per Share
_______________________ ________________
Prior to September 1, 1991 $8.625
from September 1, 1991 to September 1, 1992 7.667
from September 1, 1992 to September 1, 1993 6.709
from September 1, 1993 to September 1, 1994 5.751
from September 1, 1994 to September 1, 1995 4.793
from September 1, 1995 to September 1, 1996 3.835
from September 1, 1996 to September 1, 1997 2.877
from September 1, 1997 to September 1, 1998 1.919
from September 1, 1998 to September 1, 1999 0.916
from September 1, 1999 to September 1, 2000
and thereafter 0.000

(3) Sinking Fund Provision. (a) This Corporation covenants
and agrees, for the benefit of holder(s) of the Preferred Stock, Class
D, Series 3, that the Preferred Stock, Class D, Series 3, shall be
entitled to the benefits of a sinking fund as follows:

(i) On September 1 of each year
commencing September 1, 1996, the Corporation shall, in the manner
provided in Section 6.03(A), redeem at the price of $100 per share plus
an amount equal to accrued and unpaid cumulative dividends thereon
(whether or not declared or earned) to the date of redemption, fourteen
thousand (14,000) shares of the Preferred Stock, Class D, Series 3. The
obligation to redeem shares of the Preferred Stock, Class D, Series 3,
described in this clause (i) is herein sometimes referred to as the
"sinking fund obligation". No purchase pursuant to the provisions of
Section 6.03(B) nor any other purchase shall be applied against or in
any way offset the sinking fund obligation.

(ii) In addition to the shares
otherwise required to be redeemed on each sinking fund redemption date,
the Corporation, at its option, may redeem up to 14,000 shares of the
Preferred Stock, Class D, Series 3, at $100 per share, plus an amount
equal to accrued and unpaid cumulative dividends thereon (whether or not
declared or earned) to the redemption date. The right to redeem such
additional shares will not be cumulative and will not reduce the sinking
fund requirements in any subsequent year.

(iii) The sinking fund obligation
shall be cumulative so that if on any September 1 on or after September
1, 1996 this Corporation shall not have satisfied to the full extent
specified above the sinking fund obligation then due, whether by reason
of the provisions of Paragraph C of Section 6.03, or for any other
reason whatsoever, then any such deficiency shall be paid in full before
any dividends shall be declared or paid upon or set apart for any shares
of the Common Stock or any other class of stock of this Corporation
ranking junior to the Preferred Stock as to dividends or assets or any
sums applied to the purchase, redemption or other retirement of the
Common Stock or any shares of any other class of stock of this
Corporation ranking junior to the Preferred Stock as to dividends or
assets.

(b) At least one day prior to any September 1
on which any shares of Preferred Stock, Class D, Series 3, shall have
been called for redemption for the sinking fund, this Corporation shall
deliver to any bank or trust company selected by this Corporation, in
trust for such redemption, an amount of money sufficient to redeem all
such shares so called for redemption, to be held and applied as provided
in Section 6.03(A) hereof.

(c) Shares of the Preferred Stock, Class D,
Series 3, redeemed in full pursuant to the sinking fund obligation in
any year shall be cancelled and shall not be reissued as shares of said
Series.

(4) Voting Powers and Other Rights. The holders of
Preferred Stock, Class D, Series 3, shall have such voting powers and
other rights and be subject to such restrictions and qualifications as
are set forth in Sections 6, 7 and 8 hereof, inclusive.

SECTION 6

PREFERENCES ON LIQUIDATION, REDEMPTION PROVISIONS,
RESTRICTIONS ON CERTAIN CORPORATE ACTION, VOTING
POWERS AND OTHER RIGHTS APPLICABLE TO ALL
CLASSES OF PREFERRED STOCK

SECTION 6.01. Dividend Rights. Dividends in full shall
not be paid or set apart for payment on shares of any class of Preferred
Stock for any dividend period unless dividends in full have been or are
contemporaneously paid or set apart for payment on all outstanding
shares of all classes of Preferred Stock for such dividend period and
for all prior dividend periods. When the specified dividends are not
paid in full on all classes of Preferred Stock, the shares of each class
of Preferred Stock shall share ratably in the payment of dividends,
including accumulations, if any, in accordance with the sums which would
be payable on said shares if all dividends were paid in full.

So long as any shares of Preferred Stock are outstanding, no
dividends shall be declared or paid upon or set apart for the shares of
any class of Junior Stock, nor any sums applied to the purchase,
redemption or other retirement of any class of Junior Stock, unless full
dividends on all shares of Preferred Stock of all classes outstanding,
and on all outstanding stock of any class ranking as to dividends prior
to the Preferred Stock, for all past quarterly dividend periods shall
have been paid or declared and a sum sufficient for the payment thereof
set apart and the full dividend for the then current quarterly dividend
period shall have been or concurrently shall be declared. The amount of
any deficiency for past dividend periods may be paid or declared and set
apart at any time without reference to any quarterly dividend payment
date. Unpaid accrued dividends on the Preferred Stock shall not bear
interest.

SECTION 6.02. Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of Preferred Stock shall be
entitled to receive, for each share thereof, the par value thereof,
plus, in case such liquidation, dissolution or winding up shall have
been voluntary, an amount per share equal to the redemption premium that
would then be payable to the holder thereof if such Preferred Stock were
to be redeemed at the option of the Corporation, together in each case
with accrued dividends (whether or not declared), before any
distribution of the assets shall be made to the holders of shares of any
class of Junior Stock; but the holders of Preferred Stock shall be
entitled to no further participation in such distribution. A
consolidation or merger of the Corporation or the sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of
the Corporation, or any purchase or redemption of Preferred Stock of the
Corporation (or of any class ranking as to dividends prior to the
Preferred Stock) shall not be deemed a dissolution, liquidation or
winding up of the Corporation within the meaning of this Section 6.02.

SECTION 6.03. Redemption Provisions. (A) Shares of
Preferred Stock shall be subject to redemption at the applicable
redemption prices provided therefor, in whole or in part, at such place
and by such method, which, if in part, shall be by lot, as shall from
time to time be determined by resolution of the Board of Directors,
unless otherwise provided for by an agreement by holders of all shares
of any class or series of Preferred Stock being redeemed. Notice of any
proposed redemption of any class or series of Preferred Stock shall be
given by the Corporation by mailing a copy of such notice, at least
thirty (30) days but not more than ninety (90) days prior to the date
fixed for such redemption, to the holders of record of any shares of
Preferred Stock to be redeemed at their respective addresses then
appearing on the books of the Corporation. On or after the date
specified in such notice, each holder of shares of Preferred Stock
called for redemption as aforesaid, shall be entitled to receive
therefor the redemption price thereof, upon presentation and surrender
at the place designated in such notice of the certificates for such
shares of Preferred Stock held by him, bearing all necessary stock
transfer tax stamps thereto affixed and cancelled, and (if required by
the Corporation) properly endorsed in blank for transfer or accompanied
by proper instruments of assignment or transfer in blank. On and after
the date fixed for redemption, if notice is given as aforesaid, and
unless default is made by the Corporation in providing moneys for
payment of the redemption price, all dividends on the shares called for
redemption shall cease to accrue; and on and after such redemption date,
unless default be made as aforesaid or on and after the date of earlier
deposit by the Corporation with a bank or trust company doing business
in the City of New York, New York, having a capital and surplus of at
least $5,000,000, in trust for the benefit of the holders of the shares
of the Preferred Stock so called for redemption, of all funds necessary
for redemption as aforesaid (provided in the latter case that there
shall have been mailed as aforesaid to holders of record of shares to be
redeemed, a notice of the redemption thereof or that the Corporation
shall have executed and delivered to any Transfer Agent for the
Preferred Stock or to the bank or trust company with which such deposit
is made an instrument irrevocably authorizing it to mail such notice at
the Corporation's expense) all rights of the holders of the shares
called for redemption as stockholders of the Corporation, except only
the right to receive the redemption price, shall cease and determine.
Any funds so deposited which shall remain unclaimed by the holders of
such Preferred Stock at the end of six (6) years after the redemption
date, together with any interest thereon which shall have been allowed
by the bank or trust company with which such deposit shall have been
made, shall be paid by it to the Corporation, and thereafter such
holders shall look only to the Corporation therefor, but without any
liability on the part of the Corporation to pay interest thereon even
though interest may have been allowed by said bank or trust company.

(B) The Corporation may, subject to the provisions of
paragraph (C) below, also from time to time purchase shares of Preferred
Stock for any sinking or purchase fund provided for the benefit of any
class or series of Preferred Stock and otherwise at not exceeding the
applicable redemption prices thereof at the time in effect and accrued
dividends thereon to the date of purchase, plus customary brokerage
commissions. Shares of Preferred Stock so purchased not used to satisfy
sinking or purchase fund obligations may in the discretion of the Board
of Directors be reissued or otherwise disposed of from time to time to
the extent permitted by law.

(C) If and so long as there are dividends in arrears on
any shares of Preferred Stock, the Corporation shall not redeem or
purchase any shares of Preferred Stock, unless, in the case of
redemption, all of the outstanding Preferred Stock is redeemed or, in
the case of purchases, an offer to purchase on a comparable basis is
made to the holders of all the outstanding Preferred Stock. If and so
long as a default exists in any sinking or purchase fund obligation
provided for the benefit of any one or more classes or series of
Preferred Stock, the Corporation shall not redeem or purchase any shares
of Preferred Stock, unless, in the case of redemptions, all of the
outstanding Preferred Stock of such classes or series is redeemed or, in
the case of purchases, are solely of such classes or series of Preferred
Stock and are made pursuant to an offer to purchase on a comparable
basis to the holders of all of the outstanding Preferred Stock of such
classes or series.

SECTION 6.04. Restrictions on Corporate Action. (A) So
long as any Preferred Stock is outstanding, the Corporation shall not,
without the consent (given in writing without a meeting or by vote in
person or by proxy at a meeting called for the purpose) of the holders
of at least two-thirds of the aggregate number of shares of all classes
of Preferred Stock entitled to vote thereon --

(i) Create or authorize, or increase
the authorized amount of, any shares of any class of stock ranking as to
dividends or assets prior to the Preferred Stock, or of any obligation
or security convertible into stock ranking as to dividends or assets
prior to the Preferred Stock; or

(ii) Amend, change or repeal any of
the express terms of the Preferred Stock outstanding in any manner
adverse to the holders thereof, except that, if such amendment, change
or repeal is adverse to the holders of less than all classes and series
of Preferred Stock, the consent of only the holders of two-thirds of the
aggregate number of shares of the classes and series thereof entitled to
vote thereon and so affected shall be required; or

(iii) Issue shares of Preferred Stock
in addition to 12,430 shares of 5% Preferred Stock, Class A, originally
issued unless after giving effect to such additional shares --

(a) the net income of the
Corporation available for dividends for any period of twelve (12)
consecutive calendar months within the fifteen (15) calendar months
immediately preceding the calendar month within which such additional
shares of stock are to be issued, shall have been at least two and one-
half (2 1/2) times the aggregate annual dividend requirements upon the
entire amount to be outstanding of Preferred Stock and of any stocks of
the Corporation of any class ranking as to dividends prior to the
Preferred Stock.

b) the gross income of the
Corporation available for payment of interest charges for any period of
twelve (12) consecutive calendar months within the fifteen (15) calendar
months immediately preceding the calendar month within which such
additional shares of stock are to be issued, shall have been at least
one and one-half (1 1/2) times the sum of (1) the aggregate annual
interest charges on all indebtedness of the Corporation to be
outstanding, and (2) the aggregate annual dividend requirements upon the
entire amount to be outstanding of Preferred Stock and of any stocks of
the Corporation of any class ranking as to dividends prior to the
Preferred Stock, and

(c) the Common Stock Equity
plus the aggregate of the capital allocable to all classes of Junior
Stock other than the Common Stock shall not be less than the aggregate
amount payable upon involuntary liquidation, dissolution or winding up
of the Corporation to the holders of shares of all classes of Preferred
Stock to be outstanding.

In the foregoing computations, there shall be excluded (a)
all indebtedness and all shares of Preferred Stock to be retired in
connection with the issue of such additional shares, and (b) all
interest charges on all indebtedness, and all dividend requirements on
all shares of stock, to be retired in connection with the issue of such
additional shares. The net earnings of any property which has been
acquired by the Corporation during or after the period for which income
is computed, or of any property which is to be acquired in connection
with the issuance of any such additional shares, if capable of being
separately determined or estimated, may be included on a pro forma basis
in the foregoing computations; and if within or after the period for
which income is computed, any substantial portion of the properties of
the Corporation shall have been disposed of, the net earnings of such
property, if capable of being separately determined or estimated, shall
be excluded in the foregoing computations.

Notwithstanding the foregoing provisions of this Paragraph
(A), so long as any of the 5% Preferred Stock, Class A, is outstanding,
the Corporation shall not without the consent (given in writing without
a meeting or by vote in person or by proxy at a meeting called for the
purpose) of the holders of at least two-thirds (2/3) of the aggregate
number of shares of 5% Preferred Stock, Class A, then outstanding issue
any shares of 5% Preferred Stock, Class A, in addition to the 12,430
shares thereof originally to be issued.

(B) So long as any Preferred Stock is
outstanding, the Corporation shall not, without the consent (given in
writing without a meeting or by vote in person or by proxy at a meeting
called for the purpose) of the holders of a majority of the aggregate
number of shares of Preferred Stock entitled to vote thereon --

(i) Issue, create, guarantee or
permit to exist any unsecured securities (whether notes, debentures or
other evidences of indebtedness) evidencing indebtedness maturing more
than one year from the date of issuance, creation or assumption thereof
for any purpose, except for the purpose of refunding outstanding
unsecured securities or effecting the retirement, by redemption or
otherwise, of outstanding shares of the Preferred Stock or of a class of
stock ranking prior thereto, if immediately after such issue, creation
or assumption of the total principal amount of all such unsecured
securities issued, created or assumed and then outstanding (including
the unsecured securities then to be issued) would exceed twenty percent
(20%) of the aggregate of (a) the total principal amount of all bonds
and other securities representing secured indebtedness issued, created
or assumed by the Corporation and then to be outstanding, and (b) the
total of the capital and surplus (including premiums on capital stock)
of the Corporation as then to be stated on its books; provided, that any
unsecured securities issued under any authorization of holders of
Preferred Stock (and any securities issued to refund the same) shall be
excluded from the computation of the amount of unsecured securities
which may be issued, created or assumed within the aforesaid twenty
percent (20%) limitation; or

(ii) Merge or consolidate with or
into any other corporation or corporations, provided that the consent or
vote of the holders of the Preferred Stock as aforesaid shall not be
required if (1) such consolidation and merger is with or into any
public utility principally engaged in the distribution of gas or
electricity in areas in the State of Vermont, and (2) if after giving
effect to such merger or consolidation, and the issuance and assumption
of all securities to be issued or assumed in connection with any such
merger or consolidation, the ratio of the capital (including premiums)
represented by all classes of Preferred Stock of the Corporation or
Preferred Stock of any corporation resulting from such merger or
consolidation then to be outstanding to the total sum of (a) the Common
Stock Equity plus (b) the principal amount of all outstanding
indebtedness of the resulting corporation maturing more than twelve (12)
months after the date of issue or assumption thereof, and (c) the par
value of or stated capital represented by the outstanding shares of all
classes of stock of the resulting corporation other than common stock
shall be equal to or greater than such ratio in the case of the
Corporation prior to such merger or consolidation; provided that the
provisions of this clause (ii) shall not apply to a purchase or other
acquisition by the Corporation of franchise or assets of another
corporation, in any manner which does not involve a merger or
consolidation, and provided that the provisions of this sub-paragraph
(ii) shall not be deemed to alter or affect the restrictive provisions
of Paragraph (A) of this section or sub-paragraphs (i) or (iii) of this
Paragraph (B); or

(iii) Sell, lease or otherwise
dispose of all or substantial all of its property to any person.

No consent of the holders of any class or series of
Preferred Stock herein above set forth as specified in paragraphs (A) or
(B) shall be required, if provision is made for the redemption of all
shares of such class or series of Preferred Stock at the time
outstanding, or provision is made that the proposed action shall not be
effective unless provision is made for the purchase, redemption or other
retirement of all shares of such class or series of Preferred Stock at
the time outstanding.

SECTION 6.05. Voting Rights. The holders of Preferred
Stock shall not be entitled to vote except:

(a) as provided above under Section 6.04, but in the case
of any class of Preferred Stock other than the 5% Preferred Stock, Class
A, subject to such changes, if any, as may be specified in any amendment
or amendments to the Articles of Association establishing the terms
thereof;

(b) as may from time to time be required by the laws of
Vermont; and

(c) voting separately, as a single class, for the election
of the smallest number of directors necessary to constitute a majority
of the Board of Directors whenever and as often as dividends payable on
any Preferred Stock outstanding shall be in arrears in an amount
equivalent to or exceeding four (4) quarterly dividends, or for the
election of two directors in the event of a default in any purchase or
sinking fund provided for any one or more classes or series of Preferred
Stock, which rights may be exercised at any annual meeting and at any
special meeting of stockholders called for the purpose of electing
directors, until such time as arrears in dividends on the Preferred
Stock and the current dividend thereon shall have been paid or declared
and set apart for payment, and any default in such purchase or sinking
fund obligation shall have been remedied, whereupon all voting rights
given by this clause (c) shall be divested from the Preferred Stock
(subject, however, to being at any time or from time to time similarly
revived and divested).

So long as holders of the Preferred Stock shall have the
right to elect directors under the terms of the foregoing clause (c),
the holders of the Common Stock voting separately as a class shall,
subject to the voting rights of any other class of Junior Stock, be
entitled to elect the remaining directors.

Whenever, under the provisions of the foregoing clause (c)
the right of holders of the Preferred Stock, if any, to elect directors
shall accrue or shall terminate, the Board of Directors shall, within
ten (10) days after delivery to the Corporation at its principal office
of a request or requests to such effect signed by the holders of at
least five percent (5%) of the outstanding shares of any class of stock
entitled to vote, call a special meeting in accordance with the By-Laws
of the Corporation of the holders of the class or classes of stock of
the Corporation entitled to vote, to be held within forty (40) days from
the delivery of such requests, for the purpose of electing a full Board
of Directors to serve until the next annual meeting and until their
respective successors shall be elected and shall qualify; provided,
however, that if the annual meeting of stockholders for the election of
directors is to be held within sixty (60) days after the delivery of
such request, the Board of Directors need not act thereon. If, at any
special meeting called as aforesaid or at any annual meeting of
stockholders after accrual or termination of the right of holders of the
Preferred Stock to elect directors as in the foregoing clause (c)
provided, any director shall not be re-elected, his term of office shall
end upon the election and qualification of his successor,
notwithstanding that the term for which such director was originally
elected shall not at the time have expired.

If, during any interval between annual meetings of
stockholders for the election of directors while holders of the
Preferred Stock shall be entitled to elect any director pursuant to the
foregoing clause (c), the number of directors in office who have been
elected by the holders of the Preferred Stock (voting as a class) or by
the holders of the Common Stock (voting as a class), as the case may be,
shall become less than the total number of directors subject to election
by holders of shares of such class, whether by reason of the
resignation, death or removal of any director or directors, or an
increase in the total number of directors, the vacancy or vacancies
shall be filled (1) by the remaining directors or director, if any, then
in office who either were or was elected by the votes of shares of such
class or succeeded to a vacancy originally filled by the votes of shares
of such class, or (2) if there is no such director remaining in office,
at a special meeting of holders of shares of such class called by the
President of the Corporation to be held within forty (40) days after
there shall have been delivered to the Corporation at its principal
office a request or requests signed by the holders of at least five
percent (5%) of the outstanding shares of such class, provided, however,
that such request need not be so acted upon if delivered less than sixty
(60) days before the date fixed for the annual meeting of stockholders
for the election of directors.

The lack of a quorum of either the Preferred Stock or the
Common Stock at a meeting at which, under the terms of the foregoing
clause (c), the Preferred Stock has the right to elect directors shall
not prevent the holding of such meeting by the class having a quorum
present, but at any meeting so held attended by a quorum of only one
class, the specific directors to be superseded or succeeded shall be
designated in the resolution or vote electing the new directors,
provided that except upon the first exercise by the Preferred Stock of
its right to elect directors, upon each accrual of such right under said
clause (c), one class may not so designate any director (or his
successor elected by directors) elected by the other class.

SECTION 6.06. Dividend Restrictions on Junior Stock. So
long as any shares of any class of Preferred Stock shall be outstanding,
the Corporation shall not declare or pay any dividends on any shares of
Junior Stock (other than dividends payable in shares of Junior Stock) or
make any other distributions on any shares of Junior Stock or make any
expenditures for the purchase, redemption or other retirement for a
consideration of shares of Junior Stock (other than in exchange for or
from the proceeds of the sale of other shares of Junior Stock) except
from net income of the Corporation available for dividends on Junior
Stock accumulated subsequent to December 31, 1954 plus the sum of
$150,000.

SECTION 6A

PREFERENCE STOCK

SECTION 6A.01. Of the authorized stock of the Corporation
there shall be a class, to consist of 50,000 shares, designated as
"Preference Stock", which may be divided into and issued in series,
which shall rank junior to the Preferred Stock in respect of dividends
and amounts payable upon any dissolution, liquidation, or winding up of
the Corporation, shall be "Junior Stock" within the meaning of Section
4.02, and which shall otherwise have the terms and provisions
hereinafter in this Section 6A.01 set forth or provided for.

(a) Designation. Each series of such Preference Stock
shall be so designated, in the manner hereinafter provided, as to
distinguish the shares thereof from the shares of all other series and
classes.

(b) Dividend Rights. Dividends in full shall not be paid
or set apart for payment on any series of Preference Stock for any
dividend period unless dividends in full have been or are
contemporaneously paid or set apart for payment on all outstanding
shares of all series of Preference Stock for such dividend period and
for all prior dividend periods. When the specified dividends are not
paid in full on all series of Preference Stock, the shares of each
series of Preference Stock shall share ratably in the payment of
dividends, including accumulations, if any, in accordance with the sums
which would be payable on said shares if all dividends were paid in
full. So long as any shares of Preference Stock are outstanding, no
dividends shall be declared or paid or set apart for, nor any other
distribution made in respect of, the shares of Common Stock (other than
dividends or distributions payable in shares of Common Stock), nor any
sums applied to the purchase, redemption or other retirement of Common
Stock (other than in exchange for or from the proceeds of sale of other
shares of Common Stock), unless full dividends on all shares of
Preference Stock of all issues outstanding, and on all outstanding stock
of any class ranking as to dividends prior to the Preference Stock, for
all past quarterly dividend periods shall have been paid or declared and
a sum sufficient for the payment thereof set apart and the full dividend
for the then current quarterly dividend period shall have been or
concurrently shall be declared. The amount of any deficiency for past
dividend periods may be paid or declared and set apart at any time
without reference to any quarterly dividend payment date. Unpaid
accrued dividends on the Preference Stock shall not bear interest.

(c) Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of each series of Preference Stock shall be
entitled to receive, for each share thereof, such amount as shall be
provided for shares of such series in the manner hereinafter set forth,
before any distribution of the assets shall be made to the holders of
shares of Common Stock; but the holders of Preference Stock shall be
entitled to no further participation in such distribution. A
consolidation or merger of the Corporation or the sale, conveyance,
exchange, or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of
the Corporation, or any purchase or redemption of stock of the
Corporation of any series of Preference Stock (or of any class ranking
as to dividends prior to the Preference Stock) shall not be deemed a
dissolution, liquidation, or winding up of the Corporation within the
meaning of this paragraph (c).

(d) Voting Rights. The holders of Preference Stock shall
not be entitled to vote except (i) as provided in paragraph (e) of this
Section 6A.01, and (ii) as may from time to time be required by the laws
of the State of Vermont. No consent of any of the holders of any series
of Preference Stock specified in subparagraph (i) of this paragraph (d)
shall be required, if provision is made for the redemption of all shares
of such series of Preference Stock at the time outstanding, or provision
is made that the proposed action shall not be effective unless provision
is made for the purchase, redemption or other retirement of all shares
of such series of Preference Stock at the time outstanding.

(e) Restrictions on Corporate Action. So long as any
Preference Stock is outstanding, the Corporation shall not, without the
consent (given in writing without a meeting or by vote in person or by
proxy at a meeting called for the purpose) of the holders of at least
two-thirds of the aggregate number of shares of all series of Preference
Stock entitled to vote thereon, (i) create or authorize any shares of
any class of stock ranking as to dividends or assets prior to the
Preference Stock, except Preferred Stock, or any obligation or security
convertible into stock ranking as to dividends or assets prior to the
Preference Stock, except Preferred Stock, or (ii) amend, change, or
repeal any of the express terms of the Preference Stock outstanding in
any manner adverse to the holders thereof, except that if such amendment
change, or repeal is adverse to the holders of less than all series of
Preference Stock, the consent of only the holders of two-thirds of the
aggregate number of shares of the series thereof entitled to vote
thereon and so affected shall be required.

(f) Other Rights and Preferences. All shares of
Preference Stock shall be identical except that there may be variations
between different series of Preference Stock with respect to (1) the
rate of dividend; (2) whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption; (3) the
amount payable upon shares in event of voluntary or involuntary
liquidation; (4) sinking fund provisions, if any, for the redemption or
purchase of shares; and (5) the terms and conditions, if any, on which
shares may be converted. The Board of Directors shall have authority,
within the limitations set forth herein and imposed by law, and subject
to restrictions contained in Section 6.04 of these Articles of
Association, to fix and determine the relative rights and preferences of
the shares of any series established by the Board of Directors to the
extent that such relative rights and preferences are not established by
these Articles of Association.

(g) Procedure for Establishment of Series of Preference
Stock. In order for the Board of Directors to establish a series of
Preference Stock they shall adopt a resolution setting forth the
designation of the series and fixing and determining the relative rights
and preferences thereof to the extent that such relative rights and
preferences are not established by these Articles of Association. Prior
to the issue of any shares of any series of Preference Stock there shall
be filed in the office of the Secretary of State of the State of Vermont
such statement as is required by law and upon filing of such statement
by said Secretary of State the resolution establishing and designating
the series of Preference Stock and fixing and determining the relative
rights and preferences thereof shall become effective and shall
constitute an amendment of these Articles of Association.

SECTION 7

MISCELLANEOUS

SECTION 7.01. Subject to the voting rights expressly
conferred upon the Preferred Stock by Section 6 and the voting rights of
any class of Junior Stock (other than Common Stock) outstanding, the
holders of Common Stock shall exclusively possess full voting rights for
the election of directors and for all other purposes. Each holder of
record of shares of any class or series of stock entitled to vote at any
meeting of stockholders, or of holders of any class or series of stock,
shall, as to all matters in respect of which such stock has voting
power, be entitled to one vote for each share of such stock held and
owned by him, as shown by the stock books of the Corporation, and may
cast such vote in person or by proxy.

Except as herein expressly provided, or mandatorily provided
by the laws of Vermont, a quorum of any one or more classes or series of
stock entitled to vote as a class at any meeting shall consist of a
majority of such classes or series, as the case may be, and a plurality
vote of such quorum shall govern.

No holders of any class or series of stock shall be entitled
to receive notice of any meeting of holders of any other class or series
of stock at which they are not entitled to vote.

SECTION 7.02. Pre-emptive Rights. No holder of any
stock, or of rights or options to purchase stock, of the Corporation of
any class, now or hereafter authorized, shall have any preferential or
preemptive right to purchase or subscribe for any part of any stock of
the Corporation, now or hereafter authorized, or any bonds, certificates
of indebtedness, debentures, options, warrants or other securities
convertible into or evidencing the right to purchase stock of the
Corporation, but any such stock or securities convertible into or
evidencing the right to purchase stock may at any time be issued and
disposed of by the Board of Directors to such purchasers, in such
manner, for such lawful consideration and upon such terms as the Board
of Directors may, in its discretion, determine without offering any
thereof on the same terms or on any terms to all or any stockholders, as
such, of the Corporation.

SECTION 7.03. Scrip Certificates. No certificates for
fractional shares of any class of stock shall be issued. In lieu
thereof scrip certificates may be issued by the Corporation representing
rights to such fractional shares and exchangeable, when accompanied by
other certificates in such amount as to represent in the aggregate one
or more full shares of stock, for certificates for full shares of stock.
The holders of scrip certificates will not be entitled to any rights as
stockholders of the Corporation until the scrip certificates are so
exchanged. Such scrip certificates may, at the election of the Board of
Directors of the Corporation, be in bearer form, shall be non-dividend
bearing, non-voting and shall have such expiration date as the Board of
Directors of the Corporation shall determine at the time of the
authorization or issuance of such scrip certificates.

SECTION 7.04. Amendments of Articles of
Association. Unless otherwise required by law and subject to the
rights of any class of stock hereafter created, these Articles may --

(a) without any vote or consent of holders of
Preferred Stock, be amended to increase the maximum number of
authorized shares of Preferred Stock and to create and authorize a
number of shares of one or more different classes of Preferred
Stock with terms and provisions permitted by Section 4.01; or

(b) without any vote or consent of holders of
Preferred Stock except as provided in Section 6.04, be amended in
any other respect.

The provisions of these Articles, except as expressly
otherwise provided, may be amended or altered by a vote of the holders
of a majority of the Common Stock of the Corporation then issued,
outstanding and entitled to vote, unless a greater proportion thereof is
required by law, in which case such greater proportion will control.

SECTION 7.05. Prevention of Certain Repurchases of Common
Stock.
(A) Neither the Corporation nor any Subsidiary (as
defined in Section 7.06) shall make any purchase or other acquisition,
directly or indirectly, in one or more transactions, of any share of
Common Stock of the Corporation known by the Corporation to be
beneficially owned by any Related Person (as defined in Section 7.06),
who has beneficially owned such shares for less than two years prior to
the date of such purchase or acquisition, at a price that is greater
than the Fair Market Value (as defined in Section 7.06), except as
hereinafter expressly provided, unless such purchase or other
acquisition is approved by the affirmative vote of the greater of (i)
the holders of at least eighty percent (80%) of the outstanding Common
Stock of the Corporation, and (ii) the holders of the sum of (a) the
number of shares of Common Stock of the Corporation then beneficially
owned by such Related Person, plus (b) a majority of the Common Stock of
the Corporation not owned by such Related Person. The approval
requirements set forth in the preceding sentence must be complied with
notwithstanding the fact that no vote may be required or that a lesser
percentage may be specified by law or any agreement with any national
securities exchange, or otherwise, but compliance with the approval
requirements set forth in the preceding sentence shall not be required
with respect to any purchase or any other acquisition by the Corporation
or any Subsidiary of Common Stock (1) as a part of a tender or exchange
offer made on the same terms to all holders of Common Stock or to all
holders of less than 100 shares of the Common Stock in compliance with
the applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, (2) as part of an
open-market purchase program approved by a majority of the Continuing
Directors, or (3) from any employee benefit plan of the Corporation.

(B) In addition to any affirmative vote otherwise
required by law or the Articles of Association or Bylaws of the
Corporation, the affirmative vote of the greater of (1) the holders of
at least eighty percent (80%) of the outstanding Common Stock of the
Corporation, and (2) the holders of the sum of the number of shares of
Common Stock of the Corporation owned by all Related Persons plus a
majority of the Common Stock of the Corporation not owned by any Related
Person shall be required to alter, amend or repeal this Section 7.05;
provided, however, that such affirmative vote shall not be required for
any alteration, amendment or repeal recommended by a majority of the
Continuing Directors (as defined in Section 7.06).

SECTION 7.06. Mergers and Certain Other Business
Combinations.
(A) As used in this Section 7.06 or as otherwise
expressly indicated in these Articles of Association, the following
definitions shall apply:

1. An "Affiliate" of a Person, or a Person
"Affiliated" with a specified Person, is a Person that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified.
For purposes of this definition, the term "control" (including the terms
"controlling", "controlled by" and "under common control with") means
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.

2. The term "Associate" when used to indicate a
relationship with any Person shall mean (a) any corporation or
organization of which such Person is an officer or partner or is,
directly or indirectly, the beneficial owner of ten percent (10%) or
more of any class of equity securities; (b) any trust or other estate in
which such person has a substantial beneficial interest or as to which
such Person serves as trustee or in a similar fiduciary capacity; and
(c) any relative or spouse of such Person, or any relative of such
spouse, who has the same home as such Person or who is a director,
officer, partner or direct or indirect beneficial owner of ten percent
(10%) or more of any class of equity securities of any corporation or
organization referred to in clause (a) above.

3. The term "Announcement Date" shall mean the
date of the first public announcement of a proposed Business
Combination.

4. A Person shall be a "beneficial owner" of
any Common Stock of the Corporation (a) which such Person or any of its
Affiliates or Associates beneficially owns, directly or indirectly; (b)
which such Person or any of its Affiliates or Associates has, directly
or indirectly, (i) the right to acquire (whether such right is
exercisable immediately or subject only to the passage of time) pursuant
to any agreement, arrangement or understanding, or pursuant to the power
to revoke, or the automatic termination of any trust, discretionary
account or similar arrangement, or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (ii) the
right to vote pursuant to any agreement, arrangement or understanding;
or (c) of which such Person or any of its Affiliates or Associates has
the right to dispose, or to direct the disposition. For the purpose of
determining whether a Person or group of Persons is a Related Person,
the number of shares of Common Stock of the Corporation deemed to be
outstanding shall include shares deemed beneficially owned by such
Person or group of Persons through application of this paragraph, but
shall not include any other shares of Common Stock of the Corporation
that may be issuable pursuant to any agreement, arrangement or
understanding or upon exercise of conversion rights, warrants or
options, or otherwise.

5. The term "Business Combination" shall mean
(a) any merger or consolidation or share exchange of the Corporation or
any Subsidiary with (i) any Related Person or (ii) any other Person or
group of Persons (whether or not constituting a Related Person) which is
or after such merger or consolidation or share exchange would be a
Related Person or Affiliate or Associate of a Related Person,
irrespective of whether the Corporation or any Subsidiary is the
surviving entity; or (b) any of the following transaction (in one
transaction or a series of transactions) with, to or for the benefit of
any Related Person and involving the acquisition of assets or
securities, or involving any commitments, of the Corporation or any
Subsidiary by or for the benefit of any Related Person or any Affiliate
or Associate of any Related Person: any sale, lease, exchange,
mortgage, pledge, transfer or other disposition (other than a mortgage
or pledge not made to avoid the requirements of this Section),
investment, loan, advance, guarantee, agreement to purchase, agreement
to pay, extension of credit, joint-venture participation or other
arrangement having an aggregate Fair Market Value and/or involving
aggregate commitments of $5,000,000 or more or constituting more than
five percent (5%) of the book value of the total assets (in the case of
transactions involving assets or commitments other than Common Stock of
the Corporation) or five percent (5%) of the shareholders' equity (in
the case of transactions in Common Stock of the Corporation) of the
entity in question (the "Substantial Part"), as reflected in the most
recent fiscal year-end consolidated balance sheet of such entity
existing at the time the shareholders of the Corporation would be
required to approve or authorize pursuant to Section 7.06(B) the
Business Combination involving the assets, securities and/or commitments
constituting any Substantial Part; or (c) the issuance or transfer by
the Corporation or any Subsidiary (in one transaction or a series of
related transactions) of any securities of the Corporation or any
Subsidiary to any Related Person or any Affiliate or Associate thereof
(other than an issuance or transfer of securities which is effected on a
pro rata basis to all shareholders of the Corporation or any such
Subsidiary); or (d) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or on behalf
of, or voted for or consented to by, a Related Person or Affiliate or
Associate thereof; or (e) any of the following actions that has the
effect, directly or indirectly, of increasing the proportionate share of
Common Stock of the Corporation or of any equity securities of a
Subsidiary that is beneficially owned by any Related Person or any
Affiliate or Associate of any Related Person: any reclassification of
the securities (including any reverse stock split) or recapitalization
or reorganization of the Corporation, or any merger or consolidation of
the Corporation with any of its Subsidiaries or any other transaction
(whether or not with a Related Person or any Affiliate or Associate
thereof); or (f) any other transaction or series of transactions that is
similar in purpose or effect to, or any agreement, contract or other
arrangement providing for any one or more of, the actions specified in
the foregoing clauses (a) through (e).

6. The term "Continuing Director" means any
member of the Board of Directors, while such person is a member of the
Board of Directors, who (a) is not a Related Person or an Affiliate or
Associate of a Related Person and (b) was a member of the Board of
Directors prior to the time that a Related Person became a Related
Person. "Continuing Director" shall include any successor of a
Continuing Director as defined in the preceding sentence, while such
successor is a member of the Board of Directors, who is recommended or
elected to succeed the predecessor Continuing Director by a majority of
Continuing Directors then in office.

7. The term "Determination Date" shall mean the
date on which a Related Person becomes a Related Person.

8. The term "Fair Market Value" means (a) in
the case of cash, the amount of such cash; (b) in the case of Common
Stock of the Corporation or other stock, the highest closing sale price
during the 30-day period immediately preceding the date in question of a
share of such stock on the Composite Tape for the New York Stock
Exchange Listed Stocks, or, if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange, or, if such stock is not listed on
such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended, on
which such stock is listed, or if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of
such stock during the 30-day period preceding the date in question on
the National Association of Securities Dealers, Inc., Automated
Quotations System, or any similar system then in use, or if no such
quotations are available, the fair market value on the date in question
of a share of such stock as determined by a majority of the Continuing
Directors in good faith; and (c) in the case of property other than cash
or stock, the fair market value of such property on the date in question
as determined in good faith by a majority of the Continuing Directors.

9. The term "Person" shall mean any individual,
firm, corporation, unincorporated association or other entity of any
kind.

10. The term "Related Person" shall mean (a)
any Person or any Affiliate or Associate thereof (other than the
Corporation or any Subsidiary and other than any profit-sharing,
employee stock ownership or other employee benefit plan of the
Corporation or any Subsidiary or any trustee of or fiduciary with
respect to any such plan when acting in such capacity) who (i) is the
beneficial owner of five percent (5%) or more of the then-outstanding
shares of Common Stock of the Corporation (any such five percent (5%) or
more ownership to be hereinafter referred to as a "Five Percent
Interest"); or (ii) is an Affiliate or Associate of the Corporation and
at any time within the five-year period immediately prior to the date in
question was the beneficial owner of a Five Percent Interest; or (iii)
is an assignee of or has otherwise succeeded to any shares of Common
Stock of the Corporation which were at any time within five years prior
to the date in question beneficially owned by any Related Person as
described in the preceding subsections (i) and (ii), and such assignment
or succession shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the
meaning of the Securities Act of 1933, as amended; and (b) any group of
two or more persons who (i) through any agreement, arrangement or
understanding, act together for the purpose of acquiring, holding,
voting or disposing of Common Stock of the Corporation, and (ii)
otherwise constitute, in the aggregate, a Related Person as described in
the preceding clause (a). Any group within the meaning of clause (b) of
the preceding sentence shall be deemed to have acquired beneficial
ownership of all Common Stock of the Corporation beneficially owned by
any Person who is a member of such group.

11. The term "Subsidiary" means any corporation
of which a majority of the outstanding securities representing the right
generally to vote for the election of directors is owned by the
Corporation and/or one or more of the Corporation's other Subsidiaries.

12. In the event of any Business Combination in
which the Corporation survives, the phrase "consideration other than
cash to be received" as used in subsection (C)(1) of Section 7.06
includes the shares of Common Stock of the Corporation and/or the shares
of any other class or series of capital stock of the Corporation
retained by the holders of such shares.

(B) Unless a Business Combination shall have been
approved by a majority of the Continuing Directors (whether such
approval is made prior to or subsequent to the acquisition of beneficial
ownership of the Common Stock of the Corporation that caused a Related
Person to become a Related Person), then, in addition to any affirmative
vote required by law or the Articles of Association or the Bylaws of the
Corporation, a Business Combination shall require the affirmative vote
of not less than eighty percent (80%) of the Common Stock of the
Corporation then issued and outstanding. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that
a lesser percentage or separate class vote may be specified, by law or
in any agreement with any national securities exchange or otherwise.

(C) In addition to the voting requirements set forth in
subsection (B) above, unless a Business Combination shall have been
approved by a majority of the Continuing Directors, a Business
Combination shall require that all of the following conditions be met
with respect to the Common Stock of the Corporation, whether or not the
Related Person has previously acquired beneficial ownership of any
shares of the Common Stock of the Corporation:

1. The aggregate amount of cash and the Fair
Market Value, as of the date of the consummation of the Business
Combination, of consideration other than cash to be received per share
by the holders of Common Stock of the Corporation in connection with
such Business Combination shall be at least equal to the highest amount
determined under clauses (a), (b), (c), (d) and (e) below:

(a) the highest per-share price
(including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by or on behalf of the Related Person for any share
of Common Stock of the Corporation in connection with the acquisition by
the Related Person or beneficial ownership of any of its holdings of
Common Stock of the Corporation;

(b) the Fair Market Value per share
of Common Stock of the Corporation on the Announcement Date or on the
Determination Date, whichever is higher;

(c) the price per share equal to the
Fair Market Value per share of Common Stock of the Corporation
determined pursuant to the immediately preceding clause (b), multiplied
by the ratio of (x) the highest per-share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by or on
behalf of the Related Person for any share of Common Stock of the
Corporation in connection with the acquisition by the Related Person of
beneficial ownership of any of its holdings of Common Stock of the
Corporation to (y) the Fair Market Value per share of Common Stock of
the Corporation immediately prior to the initial acquisition of any
share of Common Stock of the Corporation by such Related Person (as
determined by a majority of the Continuing Directors);

(d) the Company's earnings per share
of Common Stock of the Corporation for the four full consecutive fiscal
quarters as reported in the most recent consolidated financial
statements of the Corporation contained in the Corporation's most recent
annual report or quarterly reports filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as
amended, immediately preceding the Announcement Date, multiplied by the
higher of the then-price/earnings multiple (if any) of such Related
Person or the highest price/earnings multiple of the Corporation within
the two-year period immediately preceding the Announcement Date (such
price/earnings multiples being determined as customarily computed and
reported in the financial community); and

(e) the per-share book value of the
Common Stock as derived from the most recent consolidated financial
statements of the Corporation contained in the Corporation's most recent
annual or quarterly report filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.

2. The consideration to be received by the
holders of the Common Stock of the Corporation in a Business Combination
shall be (a) in cash or (b) if the shares of the Common Stock of the
Corporation beneficially owned by the Related Person shall have been
acquired for a consideration in a form other than cash, in the same form
and of the same kind as the consideration used to acquire the largest
number of shares of the Common Stock of the Corporation previously
acquired and beneficially owned by the Related Person.

3. After the Determination Date and prior to
the consummation of such Business Combination:

(a) except as approved by a majority
of the Continuing Directors, there shall have been no failure to declare
and pay at the regular date therefor any full quarterly dividends
(whether or not cumulative) payable in accordance with the terms of any
outstanding capital stock of the Corporation;

(b) there shall have been no
reduction in the annual rate of dividends paid on the Common Stock of
the Corporation, except as approved by a majority of the Continuing
Directors;

(c) there shall have been an increase
in the annual rate of dividends paid on the Common Stock of the
Corporation as necessary to reflect any reclassification (including any
reverse stock split), recapitalization, reorganization or any similar
transaction that has the effect of reducing the number of outstanding
shares of Common Stock of the Corporation, unless the failure so to
increase such annual rate is approved by a majority of the Continuing
Directors;

(d) the Related Person shall not have
become the beneficial owner of any additional shares of Common Stock of
the Corporation except as part of the transaction that results in such
Related Person becoming a Related Person and except in a transaction
that would not result in any increase in the Related Person's percentage
of Common Stock of the Corporation; and

(e) the Related Person shall have
taken steps to ensure that the Corporation's Board of Directors includes
at all times representation by Continuing Directors proportionate to the
ratio that the Common Stock of the Corporation which from time to time
is owned by persons other than the Related Person bears to all Common
Stock of the Corporation outstanding at such respective times (with a
Continuing Director to occupy any resulting fractional board position).

4. A proxy or information statement complying
with the requirements of the Securities Exchange Act of 1934, as
amended, or any successor thereto, shall have been mailed to all
shareholders of the Corporation at least 45 days prior to the
consummation of the Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to the Exchange
Act or successor provisions) unless such requirement for a proxy
statement is waived by the vote of a majority of the Continuing
Directors. The proxy statement shall contain:

(a) at the front thereof, in a
prominent place, any recommendations as to the advisability (or
inadvisability) of the Business Combination which the Continuing
Directors, or any of them, may have furnished in writing; and

(b) if deemed advisable by a majority
of the Continuing Directors, an opinion of a reputable investment
banking firm as to the fairness (or lack of fairness) of the terms of
such Business Combination, from the point of view of the holders of the
Corporation's Common Stock other than any Related Person (such
investment banking firm to be selected by a majority of the Continuing
Directors, to be a firm which has not previously been associated with or
rendered services to or acted as manager of an underwriting or as an
agent for a Related Person, to be furnished with all information it
reasonably requests and to be paid a reasonable fee for its services by
the Corporation relating to such opinion).

5. After such Related Person has acquired
ownership of not less than five percent (5%) of such outstanding shares
of any class or series of Common Stock of the Corporation and prior to
the consummation of such Business Combination, and unless approved by a
majority of the Continuing Directors, such Related Person shall not
have:

(a) received the benefit, directly or
indirectly (except proportionately as a shareholder) of any loans,
advances, guarantees, pledges or other financial assistance provided by
the Corporation, or tax credits or other tax advantages attributable to
the Corporation or its activities and provided by law;

(b) made any material change in the
Corporation's business or equity capital structure or entered into any
contract, arrangement or understanding with the Corporation; or

(c) used any asset of the Corporation
as collateral, or compensating balances, directly or indirectly, for any
obligation of such Related Person.

(D) A majority of the Continuing Directors
shall have the power and duty to determine for the purposes of Sections
7.05, 7.06 and 7.07, on the basis of information known to them after
reasonable inquiry, (1) whether a Person is a Related Person, (2) the
number of shares of Common Stock of the Corporation or other securities
beneficially owned by any Person, (3) whether a Person is an Affiliate
or Associate of another, (4) whether the assets that are the subject of
any Business Combination have, or the consideration to be received for
the issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination has, an aggregate Fair Market
Value of $5,000,000 or more, (5) whether the assets or securities that
are the subject of any Business Combination constitute a Substantial
Part, (6) whether a Person has an agreement, arrangement or
understanding with another as to the matters referred to in subsection
(C) of this Section 7.06, (7) whether two or more Persons constitute a
group as referred to in subsection (A)(11) of this Section 7.06; (8)
whether a mortgage or pledge is not made to avoid the requirements of
subsection (A)(5) of this Section 7.06, and (9) any other matters with
respect to which a determination is required under Sections 7.05, 7.06
and 7.07. Any such determination made in good faith shall be binding
and conclusive on all parties.

(E) Nothing contained in this Section 7.06
shall be construed to relieve any Related Person from any fiduciary
obligations imposed by law.

(F) The fact that any Business Combination
complies with the provisions of this Section 7.06 shall not be construed
to impose any fiduciary duty, obligation or responsibility on the Board
of Directors, or any member thereof, to approve such Business
Combination or to recommend its adoption or approval to the shareholders
of the Corporation, nor shall such compliance limit, prohibit or
otherwise restrict in any manner the Board of Directors, or any member
thereof, with respect to evaluations of any actions and response taken
with respect to such Business Combination.

(G) All references herein to the price of, Fair
Market Value of, or dividends paid on Common Stock of the Corporation
shall refer to such price, Fair Market Value or dividends as adjusted
for any subsequent stock splits, stock dividend, subdivision or
reclassification with respect to the Common Stock of the Corporation.

(H) A Business Combination shall be subject to
the requirements of this Section notwithstanding the fact that at any
time no Continuing Director may be a member of the Board of Directors.

(I) In addition to any affirmative vote
otherwise required by law or by the Articles of Association or Bylaws of
the Corporation, the affirmative vote of the holders of at least eighty
percent (80%) of the Common Stock of the Corporation then issued and
outstanding shall be required to alter, amend or repeal this Section
7.06; provided, however, that such eighty percent (80%) affirmative vote
shall not be required for any alteration, amendment, or repeal
recommended by a majority of the Continuing Directors.

SECTION 7.07. Factors to be Considered in Connection with
Proposals for Mergers and Certain Other Business Combinations. The
Board of Directors, in evaluating any proposal by another party to (a)
make a tender or exchange offer for any securities of the Corporation,
or (b) effect a Business Combination (as defined in Section 7.06),
whether with or by a Related Person (as defined in Section 7.06) or
otherwise, shall, in connection with the exercise of its judgment as to
what is in the best interest of the Corporation and its shareholders,
give due consideration to the following:

(A) the consideration to be received by the
Corporation for its shareholders in connection with such transaction in
relation not only to the then-current market price for the outstanding
Common Stock of the Corporation, but also to the market price for the
Common Stock of the Corporation over a period of years, the estimated
price that might be achieved in a negotiated sale of the Corporation as
a whole or in part through orderly liquidation, the premiums over market
price for the securities of other corporations in similar transactions,
current political, economic and other factors bearing on securities
prices and the Corporation's financial condition, future prospects and
future value as an independent corporation;

(B) the character, integrity and business
philosophy of the other party or parties to the transactions and the
management of such party or parties;

(C) the business and financial conditions and
earnings prospects of the other party or parties to the transactions,
including, but not limited to, debt service and other existing or likely
financial obligations of such party or parties, the intention of the
other party or parties to the transaction regarding the use of the
assets of the Corporation to finance the acquisition and the possible
effect of such conditions upon the Corporation and its Subsidiaries and
the other elements of the communities in which the Corporation and its
Subsidiaries operate or are located;

(D) the projected social, legal and economic
effects of the proposed action or transaction upon the Corporation or
its Subsidiaries, its employees, suppliers, customers and others in
similar relationships with the Corporation, and upon the communities in
which the Corporation and its Subsidiaries do business;

(E) the general desirability of the continuance
of the Corporation as an independent entity; and

(F) such other factors as the Continuing
Directors (as defined in Section 7.06) may deem relevant.

In addition to any affirmative vote otherwise required by
law or the Articles of Association or Bylaws of the Corporation, the
affirmative vote of the holders of at least eighty percent (80%) of the
Common Stock of the Corporation then issued and outstanding shall be
required to alter, amend or repeal this Section 7.07; provided, however,
that such eighty percent (80%) affirmative vote shall not be required
for any alteration, amendment, or repeal recommended by a majority of
the Continuing Directors (as defined in Section 7.06).

SECTION 8

SECTION 8.01. The payment of dividends upon the Common
Stock of the Corporation shall be made only from earned surplus accruing
subsequent to December 31, 1949.

SECTION 9

SECTION 9.01. The Board of Directors of the Corporation
is authorized to issue from time to time all or any part of the capital
stock of the Corporation authorized by these amended Articles of
Association, for such lawful consideration as may be determined by the
Board of Directors.

SECTION 10

SECTION 10.01. If any provisions of these amended
Articles of Association is held invalid, the remainder of said articles
shall not be affected thereby.

SECTION 11

SECTION 11.01. The Restated Articles of Association of
Green Mountain Power Corporation as herein contained correctly set forth
without change the corresponding provisions of the Articles of
Association of said Corporation as heretofore amended, and these
Restated Articles of Association supersede the original Articles of
Association and all amendments thereto.

Dated at South Burlington, Vermont, this 4th day of June,
1991.

John V. Cleary, Jr.
________________________________

President

Christopher L. Dutton

________________________________

Secretary

STATE OF VERMONT )
CHITTENDEN COUNTY )

At South Burlington in said County this 4th day of June,
1991, personally appeared the above-named John V. Cleary, Jr. and
Christopher L. Dutton, President and Secretary respectively of GREEN
MOUNTAIN POWER CORPORATION, and they made oath to the truth of the
foregoing statement by them subscribed.

Before me,
/s/ Donna S. Laffan

________________________

Notary Public

EXHIBIT 3-a-1

AMENDMENT OF ARTICLES OF ASSOCIATION
OF
GREEN MOUNTAIN POWER CORPORATION
(May 20, 1993)

Section 3 of the Articles of Association is hereby changed, altered
and amended so that the first sentence of said Section 3.01 will read as
follows:

Section 3.01. The number of authorized shares of capital
stock of Green Mountain Power Corporation is 442,430 shares of
Preferred Stock of the par value of one hundred dollars ($100) per
share; 50,000 shares of Preference Stock of the par value of one
hundred dollars ($100) per share; and 10,000,000 shares of Common
Stock of the par value of three dollars thirty-three and one-third
cents ($3.331/3) per share.

Section 5 of the Articles of Association is hereby changed, altered
and amended by adding a new Section 5.05 to read in its entirety as
follows:

Section 5.05. Of the authorized shares of Preferred Stock of
the Corporation, there shall be a class, to consist initially of
200,000 shares, designated as "Preferred Stock, Class E," which may
be divided into and issued in series and which shall have the terms
and provisions hereinafter in this Section 5.05 set forth or
provided for.

(a) Designation. Each series of the Preferred Stock, Class
E, shall be so designated in the manner hereinafter provided as to
distinguish the shares thereof from the shares of all other series
and classes.

(b) Liquidation. In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of each
series of Preferred Stock, Class E, shall be entitled to receive
the amounts prescribed in Section 6.02.

(c) Dividends. Out of any assets of the Corporation
available for dividends, the holders of each series of the
Preferred Stock, Class E, shall be entitled to receive, but only
when and as declared by the Board of Directors, dividends at such
rates as may be determined by the Board of Directors of the
Corporation, as hereinafter provided, payable quarterly on March 1,
June 1, September 1, and December 1 in each year. Dividends on
shares of the Preferred Stock, Class E, shall be cumulative from
and after the dates of issue of such shares.

(d) Voting Powers and Other Rights. The holders of the
Preferred Stock, Class E, shall have such voting power and other
rights and be subject to such restrictions and qualifications as
are set forth in Sections 6, 7 and 8 hereof.

(e) Other Rights and Preferences. All shares of the
Preferred Stock, Class E, shall be identical except that there may
be variations between different series of Preferred Stock, Class E,
with respect to: (1) the rate of dividend; (2) whether shares may
be redeemed and, if so, the redemption price and the terms and the
conditions of redemption; (3) the amount payable upon shares in the
event of voluntary or involuntary liquidation; (4) sinking-fund
provisions, if any, for the redemption or purchase of shares; and
(5) the terms and conditions, if any, on which shares may be
converted. The Board of Directors shall have the authority within
the limitations set forth herein and imposed by law, subject to
restrictions contained in Section 6.04 of these Articles of
Association, to fix and determine the relative rights and
preferences of the shares of any series of Preferred Stock, Class
E, established by the Board of Directors to the extent that such
relative rights and preferences are not established by these
Articles of Association.

(f) Procedures for Establishment of Series of Preferred
Stock, Class E. In order for the Board of Directors to establish a
series of Preferred Stock, Class E, they shall adopt a resolution
setting forth the designation of the series and fixing and
determining the relative rights and preferences thereof to the
extent that such relative rights and preferences are not
established by these Articles of Association. Prior to the issue
of any shares of any series of Preferred Stock, Class E, there
shall be filed in the office of the Secretary of State of the State
of Vermont such statement as is required by law and upon the filing
of such statement with the Secretary of State, the resolution
establishing and designating the series of Preferred Stock, Class
E, and fixing and determining the relative rights and preferences
thereof shall become effective and shall constitute an Amendment of
these Articles of Association.

The Articles of Association are hereby further changed, altered and
amended by adding a new Section 6B. Said Section 6B will read in its
entirety as follows:

SECTION 6B

MODIFIED RESTRICTIONS ON CERTAIN CORPORATE ACTION AND
VOTING POWERS TO BE APPLICABLE TO CERTAIN
CLASSES OF PREFERRED STOCK.

Section 6B.01. From and after the first date on which all of the
currently outstanding shares of the 4.75% Preferred Stock, Class B, the
7% Preferred Stock, Class C, the 9 3/8% Preferred Stock, Class D, Series
1, and the 8 5/8% Preferred Stock, Class D, Series 3, shall cease to be
outstanding, the following terms and provisions of these Articles of
Association shall apply:

(a) Restrictions on Corporate Action.

(i) Section 6.04(A)(iii)(a) of the Articles of Association
shall no longer apply to the Preferred Stock and shall be of no
further force and effect; and

(ii) Section 6.04(B)(i) of the Articles of Association
shall no longer apply to the Preferred Stock and shall be of no
further force and effect.

(b) Voting Power. Section 6.05(c) of the Articles of
Association shall no longer apply to the Preferred Stock and shall
be of no further force and effect. In lieu of said Section
6.05(c), the holders of the Preferred Stock shall not be entitled
to vote except (i) as provided in Sections 6.05(a) and (b) of the
Articles of Association and (ii) voting separately, as a single
class, (A) for the election of two (2) directors whenever and as
often as dividends payable on any Preferred Stock outstanding shall
be in arrears in an amount equivalent to or exceeding four (4)
quarterly dividends, and for each subsequent election while such
arrearage shall continue, that number of directors, not exceeding
the smallest number of directors necessary to constitute a majority
of the Board of Directors, equal to two (2) times the number of
full years that such arrearage shall have continued, or (B) for the
election of two (2) directors in the event of a default in any
purchase or sinking fund provided for any one or more classes or
series of Preferred Stock, which rights may be exercised at any
annual meeting and at any special meeting of stockholders called
for the purpose of electing directors, until such time as arrears
in dividends on the Preferred Stock and the current dividend
thereon shall have been paid or declared and set apart for payment,
and any default in such purchase or sinking fund obligation shall
have been remedied, whereupon all voting rights given by this
clause (ii) shall be divested from the Preferred Stock (subject,
however, to being at any time or from time to time similarly
revived and divested).

EXHIBIT 3-b

BYLAWS

GREEN MOUNTAIN POWER CORPORATION
(As Amended Through March 8, 1994)

ARTICLE I

Stockholders

Section 1. Annual Meeting. The annual meeting of the stockholders
shall be held at such place within the State of Vermont as is designated
in the notice of the meeting, on the third Thursday in May in each year,
if it be not a legal holi-day, and if it be a legal holiday, on the next
succeeding day not a legal holiday; provided, however, that a majority
of the board of directors, acting at a regular or special meeting of
such board, may specially determine an alternative time for the holding
of any annual meeting. (Amended December 4, 1975 and August 31, 1982.)

Section 2. Special Meetings. Special meetings of the stockholders
may be called, to be held at such place within or without the State of
Vermont as is designated in the notice of the meeting, by the chairman
of the board of directors, the chief executive officer, the president or
a majority of direc-tors, and, subject to the provisions of law and of
the articles of association, as amended, shall be called by the
secretary, or in case of the death, absence, incapacity or refusal of
the secretary, by any other officers of the Corporation, upon writ-ten
application of stockholders who are entitled to vote and who hold at
least thirty-three percent of all the shares at the time issued and
outstanding and entitled to vote at the meeting, stating the time, place
and purpose of the meeting. (Amended May 13, 1981, and September 8,
1988.)

Section 3. Notice of Meeting. A written or printed notice of each
meeting of stockholders, stating the place, day and hour thereof and, in
case of a special meeting, the purpose for which the meeting is called,
shall be given by the secre-tary, at least 10 days and not more than 60
days before such meeting, to each stockholder entitled to vote thereat,
by leav-ing such notice with him or at his residence or usual place of
business, or by mailing it, postage prepaid and addressed to such
stockholder at his address as it appears upon the books of the
Corporation. In the absence or disability of the secretary, such notice
may be given by a person designated either by the secretary or by the
person or persons calling the meeting or by the board of directors. No
notice of the time, place or purpose of any regular or special meeting
of the stockholders shall be required if every stockholder entitled to
notice thereof is present in person or is represented at the meeting by
proxy or if every such stockholder, or his attorney thereunto authorized
by a writing which is filed with the records of the meeting, waives such
notice. Notwithstanding the above, if the purpose for such a special
meeting of stockholders requested by written application of stockholders
under Section 2 of Article I of these bylaws relates to or involves in
any way a merger or consolidation of the corporation or a sale, lease,
exchange, pledge or other disposition of all, or substantially all, the
property and assets of the Corporation not made in the usual and regular
course of business, such notice must be given at least 30 days and not
more than 60 days before such special meeting. (Amended September 8,
1988 and March 7, 1994.)

Section 4. Quorum. At any meeting of the stockholders, a majority
of interest of all stock issued and outstanding and entitled to vote
upon a question to be considered at the meeting shall constitute a
quorum for the consideration of such ques-tion, but a less interest may
adjourn any meeting from time to time, and the meetings may be held as
adjourned without further notice. When a quorum is present at any
meeting, a majority of the stock represented thereat and entitled to
vote shall, except where a larger vote is required by law, by the
articles of asso-ciation, or by these bylaws, decide any question
brought before such meeting.

Section 5. Proxies and Voting. Stockholders who are entitled to
vote shall have one vote for each share of stock owned by them.
Stockholders may vote either in person or by proxy in writing dated not
more than 11 months before the meet-ing named therein, which shall be
filed with the secretary of the meeting before being voted. Such
proxies shall entitle the holders thereof to vote at any adjournment of
such meeting, but shall not be valid after the final adjournment of such
meeting.

ARTICLE II

Directors

Section 1. Powers. The board of directors shall have, and may
exercise all the powers of the Corporation, except such as are conferred
upon the stockholders by law, by the articles of association, and by
these bylaws.

Section 2. Election. The board of directors shall con-sist of
twelve members and shall be elected at the annual meet-ing of the
stockholders or at a special meeting held in place thereof. Subject to
law, to the articles of association and to the other provisions of these
bylaws, each director shall hold office until his or her term of office
expires and until his or her successor shall have been elected and
qualified. No direc-tor may be removed from office prior to the
expiration of his or

her term of office except for cause. For purposes of this Sec-tion, the
term "cause" means a willful and continued failure to perform the duties
of a director (other than failure resulting from incapacity due to
physical or mental illness) or conduct which is demonstrably and
materially injurious to the corpora-tion, monetarily or otherwise. Such
removal from office can be effected only upon the affirmative vote of
three quarters of the remaining membership of the board of directors.
The board of directors shall elect from its members a chairman of the
board of directors who will serve as such for one year or during the
balance of his or her term as a director, whichever is less, and until a
successor is elected and qualified. (Amended March 20, 1974; February
28, 1980; May 13, 1981; June 2, 1983; March 1, 1985; February 25, 1986,
September 8, 1988, March 4, 1992 and March 8, 1994.)

Section 3. Duties of the Chairman. The chairman of the board of
directors shall, when present, preside at all meetings of the
stockholders and at all meetings of the board of directors. He shall
perform such other duties as may be from time to time delegated to him
by the board of directors. (Amended May 13, 1981.)

Section 4. Regular Meetings. Regular meetings of the board of
directors may be held at such places and at such times as the board may
by vote from time to time determine, and if so determined, no notice
thereof need be given. A regular meeting of the board of directors may
be held without notice immediately after, and at the same place as the
annual meeting of the stock-holders, or the special meeting of the
stockholders held in place of such annual meeting.

Section 5. Special Meetings. Special meetings of the board of
directors may be held at any time and at any place when called by the
chairman of the board of directors, chief execu-tive officer, president,
treasurer, or two or more directors, reasonable notice thereof being
given to each director, or at any time without call or formal notice,
provided all the direc-tors are present or waive notice thereof by a
writing which is filed with the records of the meeting. In any case it
shall be deemed sufficient notice to a director to give him personal
notice or to send notice by mail or telegram at least forty-eight hours
before the meeting addressed to him at his usual or last known business
or residence address.

Section 6. Quorum and Participation. (a) A majority of the board
of directors shall constitute a quorum for the transaction of business,
but a less number may adjourn any meet-ing from time to time, and the
meeting may be held as adjourned without further notice. When a quorum
is present at any meet-ing, a majority of the members in attendance
thereat shall decide any question brought before such meeting. (b)
Members of the board of directors and any committee designated by the
board of directors, may participate in a meeting of such board or committee
by means of a conference telephone or similar communica-tions equipment
by means of which all persons participating in the meeting can hear each
other, and participation in a meeting in such a manner shall constitute
presence in person at such meeting for all purposes. (Amended September
21, 1973, and May 13, 1981.)

ARTICLE III

Executive and Other Committees

Section 1. Executive Committee. The board of directors may, by
vote of a majority of their entire number, elect from their own number
an executive committee of not less than three members, which committee
may be vested with the management of the current and ordinary business
of the Cor-poration, including the declaration of dividends, the fixing
and altering of the powers and duties of the several officers and agents
of the Corporation, the election of additional officers and agents, and
the filling of vacancies other than on the board of directors, and with
power to authorize purchases, sales, contracts, offers, conveyances,
transfers and negotiable instru-ments except as otherwise provided by
law. A majority of the members of the executive committee shall
constitute a quorum for the transaction of business, but a lesser number
may adjourn any meeting from time to time, and the meeting may be held
as adjourned without further notice. The executive committee may make
rules not inconsistent herewith for the holding and conduct of its
meetings. The chief executive officer shall at all times be ex officio
a member of the executive committee. The execu-tive committee shall
elect from its members a chairman of the executive committee who shall
preside at meetings of the execu-tive committee, when present, and, in
his or her absence, the chief executive officer of the Corporation shall
preside. The chairman shall also perform such other duties as may be
from time to time delegated to him or her by the executive committee,
and will serve as such for one year or during the balance of his or her
term as a member of the executive committee, whichever is less, and
until a successor is elected and qualified. In the absence of a quorum
at any meeting of the executive committee, its chairman or, in his or
her absence, the chief executive officer, may designate a director of
the Corporation who is not a member of the executive committee
temporarily as a member of the executive committee to act as such during
such meeting. Any action taken by the executive committee will require
the unani-mous vote of all members of the executive committee present
and voting at any meeting. (Amended March 20, 1974; June 13, 1974; June
12, 1975; February 28, 1980; May 13, 1981, and March 1, 1985.)

The executive committee shall report its action to the board of
directors. The board of directors shall have the power to rescind any
vote or resolution of the executive committee, but no such rescission
shall have retroactive effect.

Section 2. Other Committees. The board of directors may, by
majority vote at any meeting, create any other commit-tees and delegate
to such committees any powers, duties and responsibilities as may be
consistent with the laws of the State of Vermont and the articles of
association of the Corporation. The resolutions creating such
committees or electing its members may provide for a chairman of the
committee or such selection may be left to the committee itself. The
compensation, if any, to be paid members of the committees for committee
services shall be established by the board of directors or its executive
committee. (Amended August 17, 1976.)

ARTICLE IV

Officers and Agents

Section 1. Election and Appointment. The officers shall be a
chief executive officer, a president, a secretary, a treasurer, and such
other officers and agents as the board of directors and executive
committee may elect. The chief executive officer, president, treasurer
and secretary shall be elected annually by the board of directors after
its election by the stockholders and will hold office for one year and
until their successors are elected and qualified. Any two or more
offices may be filled by the same person except the offices of president
and secretary. The other officers and agents shall hold office during
the pleasure of the board of directors or for such terms as the board of
directors or executive committee shall prescribe. Each officer shall,
subject to these bylaws, have in addition to the duties and powers
herein set forth such duties and powers as are commonly incident to his
office, and such duties and powers as the board of directors or
executive committee shall from time to time designate. (Amended March
20, 1974, and May 13, 1981.)

Section 2. (Repealed March 20, 1974.)

Section 3. (Repealed March 20, 1974.)

Section 4. Chief Executive Officer, President and Vice Presidents.
The chief executive officer shall have all powers and perform all duties
incidental to such office and, in the absence of the chairman of the
board of directors, he shall preside at all meetings of the stockholders
and the board of directors, and in the absence of the chairman of the
executive committee, at all meetings of the executive committee. The
president shall be the chief administrative officer of the Corporation
and shall have all powers and perform all duties incidental thereto. He
shall have custody of any treasurer's bond. Any vice president shall
have such powers as the board of directors or executive committee shall
from time to time desig-nate. (Amended March 20, 1974; February 28,
1980, and May 13, 1981.)

Section 5. Secretary. The secretary shall record all votes and
proceedings of the stockholders and of the directors or any executive
committee thereof and shall have custody of the corporate seal and of
the corporate records and keep such records at the principal office of
the Corporation. He shall keep a record book containing the names of
the stockholders, their addresses and the number of shares held by each,
the time when they respectively acquired the shares and the time of any
transfer thereof unless a majority of the stockholders approves a
transfer agent to keep such record book, rather than the secretary. He
shall procure and file in his own office certi-fied copies of all
documents required to be filed with the secretary of state, except the
annual report of the company. In the absence of the secretary at any
meeting, a temporary secre-tary shall be chosen to record the
proceedings of such meeting. (Amended May 13, 1976.)

Any assistant secretary will have such powers as the board of
directors or executive committee shall from time to time designate,
except those powers set forth in Sec. 1894 of Title II of the Vermont
Statutes Annotated.

Section 6. Treasurer. The treasurer shall, subject to the
direction and under the supervision of the board of direc-tors and
executive committee, have general charge of the finan-cial concerns of
the Corporation and the care and custody of the funds and valuable
papers of the Corporation, except his own bond, and he shall have power
to endorse for deposit or collec-tion all notes, checks, drafts, etc.,
payable to the Corporation or its order, and to accept drafts on behalf
of the Corporation. He shall keep, or cause to be kept, accurate books
of account, which shall be the property of the Corporation. If required
by the board of directors, he shall give bond for the faithful per-
formance of his duty in such form, in such sum, and with such sureties
as the board of directors or executive committee shall require.

Any assistant treasurer shall have such powers as the board of
directors or executive committee shall from time to time designate.

Section 7. Removals. The board of directors may remove from the
executive committee any member thereof and remove from office any
officer or agent of the Corporation whenever in its judgment the best
interests of the Corporation will be served thereby.

Section 8. Vacancies. If the office of any director or member of
the executive committee or of any officer or agent, one or more, becomes
vacant by reason of death, resignation, removal, disqualification or
otherwise, the directors or the remaining directors, though less than a
quorum, may choose by a majority vote of their entire number a successor
or successors, who shall hold office for the unexpired term, subject to
the provisions of the articles of association and Section 1 of this
Article IV. The executive committee shall have like power to fill any
such vacancy in any office to which the executive committee has power to
appoint, unless such vacancy shall have been filled by the board of
directors. Any directorship to be filled by reason of an increase in
the number of directors, however, shall be filled by election at an
annual meeting or at a special meeting of the stockholders called for
that purpose.

Section 9. Indemnification. This corporation shall indemnify any
person threatened with or made a party to any action, suit or
proceeding, civil or criminal, by reason of the fact that he, his
testator or intestate, is or was a director or officer of this
corporation or of any corporation which he served as such at the request
of this corporation, against judgments, fines or penalties, and the
reasonable cost and expenses, including but not restricted to attorney's
fees, actually and reasonably incurred by him in connection with the
defense of such action, suit or proceeding or in connection with any
appeal therein, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such director or
officer is liable for gross negligence or misconduct in the performance
of duty to the Corporation; provided, however, that as to any matter
disposed of by compromise by such person, pur-suant to a consent decree
or otherwise, no indemnification either for a compromise payment or for
any other expenses shall be provided unless such compromise shall be
approved as in the best interests of the Corporation after notice that
it involves such indemnification: (a) by a disinterested majority of the
directors then in office; or (b) by a majority of the disinter-ested
directors then in office, provided that there has been obtained an
opinion in writing of independent legal counsel to the effect that such
person, his testator or intestate, as the case may be, appears not to be
liable for gross negligence or misconduct in the performance of duty to
the Corporation; or (c) by the holders of a majority of the outstanding
stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested director or
officer. Expenses reasonably incurred by any such person in connection
with the defense or disposition of any such action, suit or other
proceeding shall be paid from time to time by this corporation in
advance of the final determination thereof upon receipt of a written
undertaking from such person to repay the amounts so paid by the
Corporation if it is ultimately deter-mined that indemnification for
such expenses is not required under this section. The foregoing right
to indemnity shall not be deemed exclusive of any other rights to which
such director or officer may be entitled apart from the provisions of
this paragraph. (Amended March 9, 1978, and March 2, 1983.)

ARTICLE V

Capital Stock

Section 1. Certificates. Each stockholder shall be entitled to a
certificate or certificates signed by the presi-dent and the treasurer
or secretary and separately by the chief executive officer, if that
position is not held by the presi-dent, and which shall certify the
number and class of paid-up shares held by him in the Corporation.
These signatures may be facsimiles if the certificate is countersigned
by a transfer agent or registered with and signed by a registrar other
than the Corporation or an employee thereof. Such certificate shall be
in such form, consistent with the articles of association and Vermont
law, as may be prescribed by the board of directors or the executive
committee, duly numbered and sealed with the cor-porate seal of this
corporation or a facsimile thereof. No cer-tificate for any share of
this corporation shall be issued until it is fully paid. The board of
directors or the executive com-mittee may appoint one or more transfer
agents and/or registrars for its stock of any class or classes and may
require stock cer-tificates to be countersigned and/or registered by one
or more of them. In case any officer or officers who shall have signed
or whose facsimile signature shall have been used or printed on any
certificate or certificates for shares shall cease to be such officer or
officers of the Corporation before such certifi-cate or certificates
shall have been delivered by the Corpora-tion, such certificate or
certificates shall nevertheless be conclusively deemed to have been
adopted by the Corporation by the use and delivery thereof and shall be
as effective in all respects as though signed by a duly elected,
qualified and authorized officer or officers and as though the person or
per-sons who signed such certificate or certificates or whose fac-simile
signature or signatures had been used thereon had not ceased to be such
officer or officers of this corporation. (Amended March 4, 1982.)

Section 2. Transfer Books. The secretary or an assistant
secretary appointed by the board of directors shall keep the stock and
transfer books of the Corporation and a record of all certificates of
stock issued and of all transfers of stock and a register of all the
stockholders, their addresses, the number of shares held by each, the
time when they acquired the shares and the time of any transfers thereof
in books provided and approved by the board of directors or executive
committee for that purpose, except that such books may be kept by a
transfer agent rather than the secretary when such transfer agent is
approved by the vote of a majority of the stockholders. The transfer
books of the capital stock of the Corporation may be closed for such
period from time to time in anticipation of stockholders' meetings or
the declaration or payment of divi-dends, as the board of directors or
executive committee may determine but such period shall not exceed 60
days, and, if the transfer books are closed for the purpose of
determining stock-holders entitled to notice of or to vote at a meeting
of stock-holders, such books shall be closed for at least 10 days imme-
diately preceding such meeting.

In lieu of closing the stock transfer books as provided in the
preceding paragraph, the board of directors or the executive committee
may fix in advance a date preceding the date of any meeting of
stockholders, or the date for the payment of any div-idend, or the date
for the allotment of rights, or the date when any change, conversion or
exchange of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of and to vote at
any such meet-ing, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect
of any such change, conversion or exchange of capital stock, and in such
case only such stockholders as shall be stockholders of record on the
date fixed shall be entitled to such notice of and to vote at such
meeting, or to receive pay-ment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid, but such
record date shall not in any case be more than 60 days and, in the case
of a meeting of stockholders, shall not be less than 10 days prior to
the date on which the particular action, requiring such determination of
stockholders, is to be taken. (Amended March 7, 1994.)

Section 3. Transfer of Shares. Subject to the re-strictions, if
any, imposed by the articles of association, title to a certificate of
stock and to the shares represented thereby shall be transferred only by
delivery of the certificate properly endorsed, or by delivery of the
certificate accompanied by a written assignment of the same, or a
written power of attorney to sell, assign, or transfer the same or the
shares represented thereby, properly executed; but the person regis-
tered on the books of the Corporation as the owner of shares shall have
the exclusive right to receive dividends thereon and to vote thereon as
such owner, shall be held liable for such calls and assessments, if any,
as may lawfully be made thereon, and except only as may be required by
law, may in all respects be treated by the Corporation as the exclusive
owner thereof.

It shall be the duty of each stockholder to notify the Corporation
of his post office address.

Section 4. Loss of Certificates. In case of the alleged loss or
destruction, or the mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such reasonable terms
as the board of directors may prescribe.

ARTICLE VI

Seal

The seal of the Corporation shall, subject to alteration by the
board of directors or executive committee, consist of a flat-faced
circular die with words Green Mountain Power Corporation: Corporate Seal
1893, cut or engraved thereon.

ARTICLE VII

Execution of Papers

Except as the board of directors or executive committee may
generally or in particular cases authorize the execution thereof in some
other manner, all deeds, leases, transfers, contracts, bonds, notes,
checks, drafts and other obligations made, accepted or endorsed by the
Corporation, shall be signed by the chairman of the board, chief
executive officer, president, a vice president or the treasurer, or such
other officer or employee as designated in writing by the president.
(Amended May 13, 1981, and May 15, 1986.)

ARTICLE VIII

Fiscal Year

Except as from time to time otherwise provided by the board of
directors, the fiscal year of the Corporation shall be the calendar
year.

ARTICLE IX

Amendments

These bylaws may be amended, altered or repealed by the board of
directors or at any meeting of the stockholders, by the holders of a
majority of all stock issued, outstanding and entitled to vote, provided
notice of the proposed amendment, alteration or repeal is given in the
notice of said meeting.

EXHIBIT 4-b-14

GREEN MOUNTAIN POWER CORPORATION

UNITED STATES TRUST COMPANY OF NEW YORK
[successor to The Chase Manhattan Bank (National Association), successor
to The Chase National Bank of the City of New York], Trustee

________________

FOURTEENTH SUPPLEMENTAL INDENTURE

Dated as of November 1, 1993

_________________

Supplemental to
Indenture of First Mortgage
and Deed of Trust
Dated as of February 1, 1955

_________________

This is a Security Agreement relating to Personal Property as well as a
Mortgage upon Real Estate and Other Property

This FOURTEENTH SUPPLEMENTAL INDENTURE dated as of November 1,
1993 made by GREEN MOUNTAIN POWER CORPORATION, as debtor (its Federal
Tax Number being 03-0127430), a corporation duly organized and existing
under the laws of the State of Vermont (hereinafter sometimes called the
"Company"), whose mailing address and address of its chief executive
office is 25 Green Mountain Drive, South Burlington, Vermont 05403,
party of the first part, and UNITED STATES TRUST COMPANY OF NEW YORK
[successor to The Chase Manhattan Bank (National Association), successor
to The Chase National Bank of the City of New York], as Trustee and
secured party (its Federal Tax number being 13-5459866), a corporation
existing under the laws of the State of New York and having its
principal corporate trust office at 114 West 47th Street, New York, New
York 10036 (hereinafter sometimes called the "Trustee"), party of the
second part.

WHEREAS, the Company has heretofore executed and delivered an
Indenture of First Mortgage and Deed of Trust dated as of February 1,
1955 (herein sometimes called the "Original Indenture"), to secure, as
provided herein, its bonds (in the Original Indenture and herein called
the "Bonds"), to be designated generally as its "First Mortgage Bonds",
and to be issued in one or more series as provided in the Original
Indenture;

WHEREAS, the Company has heretofore executed and delivered a
First Supplemental Indenture dated as of April 1, 1961, a Second
Supplemental Indenture dated as of January 1, 1966, a Third Supplemental
Indenture dated as of July 1, 1968, a Fourth Supplemental Indenture
dated as of October 1, 1969, a Fifth Supplemental Indenture dated as of
December 1, 1973, a Sixth Supplemental Indenture dated as of June 1,
1975, a Seventh Supplemental Indenture dated as of August 1, 1976, an
Eighth Supplemental Indenture dated as of December 1, 1979, a Ninth
Supplemental Indenture dated as of July 15, 1985, a Tenth Supplemental
Indenture dated as of June 15, 1989, an Eleventh Supplemental Indenture
dated as of September 1, 1990, a Twelfth Supplemental Indenture dated as
of March 1, 1992 and a Thirteenth Supplemental Indenture dated as of
March 1, 1992 supplementing and modifying the Original Indenture, each
of which Supplemental Indentures provided for, among other things, the
creation of a new series of First Mortgage Bonds;

WHEREAS, pursuant to the Original Indenture, as heretofore
supplemented and modified, there have been executed, authenticated,
delivered and issued and there are now outstanding First Mortgage Bonds
of series and in principal amounts as follows

Issued and
Title Outstanding
----- -----------
First Mortgage Bonds, 5 1/8% Series due 1996 . . . . . . . . . 3,000,000
First Mortgage Bonds, 7% Series due 1998 . . . . . . . . . . . 3,000,000
First Mortgage Bonds, 8 5/8% Series due 1999 . . . . . . . . . . 600,000
First Mortgage Bonds, 9 1/8% Series due 2003 . . . . . . . . . 3,400,000
First Mortgage Bonds, 10.7% Series due 2000 . . . . . . . . . 12,600,000
First Mortgage Bonds, 10.0% Series due 2004 . . . . . . . . . 17,000,000
First Mortgage Bonds, 9.64% Series due 2020 . . . . . . . . . 9,000,000
First Mortgage Bonds, 8.65% Series due 2022 . . . . . . . . . 13,000,000
First Mortgage Bonds, 6.84% Series due 1997 . . . . . . . . . 4,000,000

WHEREAS, the Board of Directors of the Company has established
a new series of Bonds to be designated First Mortgage Bonds, 6.70%
Series due November 1, 2018 (herein sometimes called "Bonds of the 2018
Series"), and has authorized an issue of Fifteen Million Dollars
($15,000,000) principal amount thereof, and the Company has complied or
will comply with all provisions required to issue additional Bonds
provided for in the Original Indenture;

WHEREAS, the Board of Directors of the Company has also
established a new series of Bonds to be designated First Mortgage Bonds,
5.71% Series due November 1, 2000 (herein sometimes called "Bonds of the
2000 Series"), and has authorized an issue of Five Million Dollars
($5,000,000) principal amount thereof, and the Company has complied or
will comply with all provisions required to issue additional Bonds
provided for in the Original Indenture (said Bonds of the 2000 Series to
be issued pursuant to the terms and conditions of a Fifteenth
Supplemental Indenture of even date hereof);

WHEREAS, the Company desires to execute and deliver this
Fourteenth Supplemental Indenture, in accordance with the provisions of
the Original Indenture, for the purposes, among others, of (a) further
assuring, conveying, mortgaging and assigning unto the Trustee certain
additional property acquired by the Company, (b) providing for the
creation of a new series of Bonds, designating the series to be created
and specifying the form and provisions of the Bonds of such series and
(c) adding to the Original Indenture, as supplemented and modified,
other covenants and agreements to be hereafter observed by the Company
(the Original Indenture, as heretofore supplemented and modified and as
hereby supplemented and modified, being herein sometimes called the
"Indenture"); and

WHEREAS, all acts and proceedings required by law and by the
Restated Articles of Association and By-laws of the Company necessary to
secure the payment of the principal of, premium, if any, and interest on
the Bonds of the 2018 Series, to make the Bonds of the 2018 Series to be
issued hereunder, when executed by the Company, authenticated and
delivered by the Trustee and duly issued, the valid, binding and legal
obligations of the Company, and to constitute the Indenture a valid and
binding mortgage for the security of all of the Bonds, in accordance
with its and their terms, have been done and taken; and the execution
and delivery of this Fourteenth Supplemental Indenture have been in all
respects duly authorized:

NOW, THEREFORE, THIS FOURTEENTH SUPPLEMENTAL INDENTURE WITNESSETH,
that in order to secure the payment of the principal of, premium, if
any, and interest on all Bonds at any time issued and outstanding under
the Indenture, according to their tenor, purport and effect, to confirm
the lien of the Indenture upon the mortgaged property mentioned therein
including any and all property purchased, constructed or otherwise
acquired by the Company since the date of execution of the Original
Indenture and to secure the performance and observance of all the
covenants and conditions herein and in the Bonds and in the Indenture
contained, to declare the terms and conditions upon and subject to which
the Bonds of the 2018 Series are and are to be issued and secured, and
held, and for and in consideration of the premises and of the mutual
covenants herein contained and of the purchase and acceptance of the
Bonds of the 2018 Series by the holders thereof, and of the sum of Ten
Dollars ($10) duly paid to the Company by the Trustee, at or before the
ensealing and delivery hereof, and for other valuable consideration, the
receipt whereof is hereby acknowledged, the Company has executed and
delivered this Fourteenth Supplemental Indenture, and by these presents,
does grant, bargain, sell, alien, remise, release, convey, assign,
transfer, mortgage, pledge, set over and confirm unto United States
Trust Company of New York, as Trustee, and to its successors in trust
and to its and their successors and assigns forever, all and singular
the property, rights, privileges and franchises (other than excepted
property) of the character described in the Granting Clauses of the
Original Indenture now owned of record or otherwise by the Company,
whether or not constructed or acquired since the date of execution of
the Original Indenture or which may hereafter be constructed or acquired
by it, including, without limiting the generality of the foregoing, the
property in Vermont, Massachusetts and Maine described in Article Five
hereof, but subject to all exceptions, reservations and matters of the
character therein referred to, and expressly excepting and excluding
from the lien and operation of the Indenture all properties of the
character specifically excepted by Paragraphs B through H of Granting
Clause VII of the Original Indenture, to the extent contemplated
thereby, and all property heretofore released or otherwise disposed of
pursuant to the provisions of the Indenture.

TO HAVE AND TO HOLD all of the property, real, personal and
mixed, and all and singular the lands, properties, estates, rights,
franchises, privileges and appurtenances hereby granted, bargained,
sold, aliened, remised, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed or intended so to be, unto the
Trustee and its successors in the trust and to its and their successors
and assigns, forever.

BUT IN TRUST, NEVERTHELESS, for the equal and proportionate
use, benefit, security and protection of those who from time to time
shall hold the Bonds and coupons, or any of them, authenticated and
delivered under the Indenture, and duly issued by the Company, without
any discrimination, preference or priority of any one Bond or coupon
over any other by reason of priority in the time of issue, sale or
negotiation thereof or otherwise, except as provided in Section 12.28 of
the Original Indenture, so that, subject to said Section 12.28, each and
all of said Bonds and coupons shall have the same right, lien, and
privilege under the Indenture, and shall be equally and proportionately
secured by the Indenture (except as any sinking and improvement fund,
depreciation fund or other fund established in accordance with the
provisions of the Indenture may afford additional security for the Bonds
of any particular series), with the same effect as if all the Bonds and
coupons had been issued, sold and negotiated simultaneously on the date
of the delivery of the Original Indenture.

It is hereby covenanted, declared and agreed by and between
the parties hereto that all Bonds and coupons, if any, are to be
authenticated, delivered and issued, and that all property subject or to
become subject to the Indenture is to be held, subject to the further
covenants, conditions, uses and trusts set forth in the Indenture, and
the Company for itself and its successors or assigns does hereby
covenant and agree to and with the Trustee and its successor or
successors in such trust, for the benefit of those who shall hold said
Bonds, or coupons, or any of them, as follows:

ARTICLE I

BONDS OF THE 2018 SERIES AND CERTAIN PROVISIONS RELATING
THERETO

SECTION 1.01. A. Terms of Bonds of the 2018 Series. There
shall be hereby established a series of Bonds, known as and entitled
"First Mortgage Bonds, 6.70% Series due 2018" (herein sometimes referred
to as the "Bonds of the 2018 Series"). The aggregate principal amount
of the Bonds of the 2018 Series shall be limited to $15,000,000.

The definitive Bonds of the 2018 Series shall be registered
Bonds without coupons of the denominations of $1,000 or integral
multiples thereof.

All Bonds of the 2018 Series shall mature November 1, 2018 and
will bear interest at the rate of 6.70% per annum until maturity, such
interest to be payable semi-annually on May 1 and November 1 in each
year commencing May 1, 1994. The principal of and the premium, if any,
and interest on the Bonds of the 2018 Series will be paid in lawful
money of the United States of America. Principal of and premium, if
any, on the Bonds of the 2018 Series will be payable at the principal
corporate trust office of the Trustee in the Borough of Manhattan, City
and State of New York, or its successor in trust, except that, in case
of the redemption as a whole at any time of Bonds of the 2018 Series
then outstanding, the Company may designate in the redemption notice
other offices or agencies at which, at the option of the holders, Bonds
of the 2018 Series may be surrendered. Interest on Bonds of the 2018
Series will be payable at the principal corporate trust office of the
Trustee in the Borough of Manhattan, City and State of New York, or its
successor in trust, in each case to the holder of record on the record
date as hereinbelow defined. Interest on the Bonds of the 2018 Series
shall, unless otherwise directed by the holder, be paid by checks
payable to the order of the respective holders entitled thereto, and
mailed by the Trustee by first class mail, postage prepaid, to such
holders at their respective registered addresses shown on the Bond
register for the Bonds of the 2018 Series.

Notwithstanding the foregoing, pursuant to the fourth
paragraph of Section 10.04 of the Original Indenture, the Company has
entered into agreements with the initial purchasers of the Bonds of the
2018 Series providing for the payment to such initial purchasers and any
nominees thereof of all payments of principal of, premium, if any, and
interest on the Bonds of the 2018 Series held by them by such methods as
they shall direct and without the necessity of presenting or
surrendering such Bonds, except that any Bond paid or redeemed in full
shall thereafter be surrendered to the Trustee at its principal office,
and further providing for the extension of such benefits of such
agreements to any transferees of the foregoing which are institutional
investors acquiring at least $1,000,000 principal amount of Bonds of the
2018 Series.

The definitive Bonds of the 2018 Series may be issued in the
form of Bonds engraved, printed or lithographed on steel engraved
borders.

Notwithstanding any provision in the Original Indenture to the
contrary, the person in whose name any Bond of the 2018 Series (or one
or more Predecessor Bonds, as hereinbelow defined) is registered at the
close of business on any record date (as hereinbelow defined) with
respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding the
cancellation of such Bond of the 2018 Series upon any transfer or
exchange thereof (including any exchange effected as an incident to a
partial redemption thereof) subsequent to such record date and prior to
such interest payment date, except that, if and to the extent that the
Company shall default in the payment of the interest due on such
interest payment date, then the registered holders of such Bonds of the
2018 Series on such record date shall have no further right to or claim
in respect of such defaulted interest as such registered holders on such
record date, and the persons entitled to receive payment of any
defaulted interest thereafter payable or paid on any Bonds of the 2018
Series shall be the registered holders of such Bonds of the 2018 Series
on the record date for payment of such defaulted interest. The term
"record date" as used in this Section 1.01, and in the form of the Bonds
of the 2018 Series, shall mean the April 15 next preceding a May 1
interest payment date or the October 15 next preceding a November 1
interest payment date, as the case may be, or a special record date
established for defaulted interest as hereinafter provided. The term
"Predecessor Bond" as used in this Section 1.01, and in the form of the
Bonds of the 2018 Series, with respect to any particular Bond of the
2018 Series, shall mean every previous Bond of the 2018 Series
evidencing all or a portion of the same debt as that evidenced by such
particular Bond of the 2018 Series; and, for the purpose of this
definition, any Bond of the 2018 Series authenticated and delivered
under Section 3.12 of the Original Indenture in lieu of a mutilated,
lost, stolen or destroyed Bond of the 2018 Series shall be deemed to
evidence the same debt as the mutilated, lost, stolen or destroyed Bond
of the 2018 Series.

In case of failure by the Company to pay any interest when due
the claim for such interest shall be deemed to have been transferred by
transfer of any Bond of the 2018 Series registered on the Bond register,
and the Company by not less than 10 days written notice to Bondholders
may fix a subsequent record date, not more than 15 days prior to the
date fixed for the payment of such interest, for determination of
holders entitled to payment of such interest. Such provision for
establishment of a subsequent record date, however, shall in no way
affect the rights of Bondholders or of the Trustee consequent on any
default.

Bonds of the 2018 Series shall be dated, and shall accrue
interest, as provided in Section 3.05 of the Original Indenture.
Interest on the Bonds of the 2018 Series shall be computed on the basis
of a year of 360 days consisting of twelve 30-day months.

As permitted by the provisions of Section 3.10 of the Original
Indenture and upon payment at the option of the Company of a sum
sufficient to reimburse it for any stamp tax or other governmental
charges as provided in Section 3.11 of the Original Indenture, but
without payment of any other charge, Bonds of the 2018 Series may be
exchanged for other Bonds of the 2018 Series of different authorized
denominations of like aggregate principal amount.

The trustee hereunder shall, by virtue of its office as such
Trustee, be the registrar and transfer agent of the Company and shall
maintain the Bond register for the Bonds of the 2018 Series for the
purpose of registering and transferring Bonds of the 2018 Series.
Notwithstanding any provision in the Original Indenture to the contrary,
neither the Company nor the Trustee shall be required to make transfers
or exchanges of Bonds of the 2018 Series for a period of ten days next
preceding any designation of Bonds of the 2018 Series to be redeemed and
neither the Company nor the Trustee shall be required to make transfers
or exchanges of any Bonds designated in whole for redemption or that
part of any Bond designated in part for redemption.

B. Form of Bonds of the 2018 Series. The Bonds of the 2018
Series and the Trustee's authentication certificate to be executed on
the Bonds of said Series shall be in substantially the following forms,
respectively:

[FORM OF FACE OF BOND OF THE 2018 SERIES]

No. R $________
Private Placement No. 393154 H@ 1

GREEN MOUNTAIN POWER CORPORATION

FIRST MORTGAGE BOND, 6.70% SERIES DUE 2018

DUE NOVEMBER 1, 2018

GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation
(hereinafter sometimes called the "Company"), for value received hereby
promises to pay to ___________ or registered assigns, _________ Dollars
on November 1, 2018, and to pay to the registered holder hereof interest
thereon from the date hereof, or if one or more payments of interest has
or have theretofore been made or duly provided for, from the most recent
interest payment date to which interest has been paid or duly provided
for, semi-annually on May 1 and November 1 in each year, commencing with
May 1, 1994, at the rate per annum specified in the title hereof, until
maturity.

The interest so payable upon any May 1 or November 1 will,
subject to certain exceptions referred to on the reverse hereof, be paid
to the person in whose name this bond (or one or more Predecessor Bonds,
as defined in the Fourteenth Supplemental Indenture mentioned on the
reverse hereof) is registered at the close of business on the April 15
preceding such May 1, or the October 15 preceding such November 1, as
the case may be.

The principal of, premium, if any, and interest on this bond
will be paid in lawful money of the United States of America at the
principal corporate trust office in the Borough of Manhattan, City and
State of New York, of the Trustee under the Indenture mentioned on the
reverse hereof, except that, in case of redemption as a whole at any
time of the bonds of this series then outstanding, the Company may
designate in the redemption notice other offices or agencies at which,
at the option of the holder, this bond may be surrendered for redemption
and payment. Interest on this bond may be paid by check payable to the
order of the registered holder entitled thereto and mailed by the
Trustee by first class mail, postage prepaid, to such holder at his
address as shown on the Bond register for the bonds of this series.

This bond shall not become or be valid or obligatory for any
purpose until the authentication certificate hereon shall have been
signed by the Trustee.

The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the
same effect as though fully set forth at this place.

IN WITNESS WHEREOF, GREEN MOUNTAIN POWER CORPORATION has
caused these presents to be executed in its name and behalf by its
President or one of its Vice Presidents, and its corporate seal or a
facsimile thereof to be affixed hereto and attested by its Secretary or
its Assistant Secretary.

Dated:_____________________________

GREEN MOUNTAIN POWER CORPORATION

By: _______________________________

Attest:
____________________________________

[FORM OF REVERSE OF BOND OF THE 2018 SERIES]

This bond is one of the bonds, of the above designated series,
of an authorized issue of bonds of the Company known as First Mortgage
Bonds, not limited as to maximum aggregate principal amount, all issued
or issuable in one or more series under and equally secured (except as
any sinking and improvement fund, depreciation fund or other fund
established in accordance with the provisions of the Indenture
hereinafter mentioned may afford additional security for the bonds of
any specific series) by an Indenture of First Mortgage and Deed of Trust
dated as of February 1, 1955 (herein sometimes called the "Original
Indenture"), duly executed and delivered by the Company to The Chase
National Bank of the City of New York (now The Chase Manhattan Bank
(National Association)), as Trustee, United States Trust Company of New
York having succeeded The Chase Manhattan Bank (National Association) as
Trustee (United States Trust Company of New York and its successors
under said Indenture being herein sometimes called the "Trustee"), as
supplemented and modified by thirteen indentures supplemental thereto,
and as supplemented and modified by a Fourteenth Supplemental Indenture
dated as of November 1, 1993 thereto (herein sometimes called the
"Fourteenth Supplemental Indenture") and a Fifteenth Supplemental
Indenture dated as of November 1, 1993 thereto (herein sometimes called
the "Fifteenth Supplemental Indenture"), each duly executed and
delivered by the Company to the Trustee, to which Indenture of First
Mortgage and Deed of Trust and all indentures supplemental thereto
(herein sometimes called the "Indenture") reference is hereby made for a
description of the property mortgaged and pledged as security for said
bonds, the nature and extent of the security, and the rights, duties and
immunities thereunder of the Trustee, the rights of the holders of said
bonds and of the Trustee and of the Company in respect of such security,
and the terms upon which said bonds may be issued thereunder. The bonds
of this series are limited to $15,000,000 aggregate principal amount.

The bonds of this series are subject to redemption prior to
maturity (a) at the option of the Company, as a whole at any time, or in
part from time to time, on or after the date of original issue until and
including October 31, 2013, upon payment of the principal amount thereof
plus the Yield-Maintenance Premium (as herein defined), if any, (b) at
the option of the Company, as a whole at any time or in part from time
to time, on or after November 1, 2013 upon payment of the principal
amount thereof plus a premium in the amount of the applicable percentage
of the principal amount thereof set forth in the tabulation below under
the heading "Regular Redemption Premium":

If Redeemed If Redeemed
During During
Twelve Months' Regular Twelve Months' Regular
Period Redemption Period Redemption
Beginning Premium Beginning Premium
November 1 % November 1 %
----------- --------- ------------- ----------

2013 01.12 2016 00.28
2014 00.84 2017 and thereafter 00.00
2015 00.56

(c) at the option of the Company, as a whole at any time or in part from
time to time, until and including October 31, 2013, upon payment of the
principal amount thereof plus the Yield-Maintenance Premium (as herein
defined), if any, by application of the proceeds of the sale or release
of property of the Company subject to the lien of the Indenture, other
than any sale referred to in clause (e) of this paragraph, as provided
in said Fourteenth Supplemental Indenture, (d) at the option of the
Company, as a whole at any time or in part from time to time, on or
after November 1, 2013, upon payment of the principal amount thereof
plus the applicable Regular Redemption Premium set forth in the table
above, by application of the proceeds of the sale or release of property
of the Company subject to the lien of the Indenture, other than any sale
referred to in clause (e) of this paragraph, as provided in said
Fourteenth Supplemental Indenture, and (e) as a whole at any time or in
part from time to time, upon payment of the principal amount thereof, by
application of the proceeds of any taking of all or any portion of
property of the Company subject to the lien of the Indenture, or the
proceeds of any sale of such property in anticipation of or in lieu of
any such taking, as provided in said Fourteenth Supplemental Indenture;
together in any case with interest accrued thereon to the date fixed for
redemption; upon prior notice given by registered mail, postage prepaid,
as provided in said Fourteenth Supplemental Indenture to the holders of
record of each bond affected not less than 30 days nor more than 60 days
prior to the redemption date, all as more fully provided in the
Indenture.

As used herein, "Yield-Maintenance Premium" shall mean, with
respect to any Bond, a premium equal to the excess, if any, of the
Discounted Value of the Called Principal of such Bond over the sum of
such Called Principal plus interest accrued thereon as of the date on
which such Called Principal is to be redeemed (including interest due on
such date), provided that the Yield-Maintenance Premium shall in no
event be less than zero; "Called Principal" shall mean, with respect to
any Bond, the principal of such Bond that is to be redeemed pursuant to
Clause (a) or (c) of the preceding paragraph; "Discounted Value" shall
mean, with respect to the Called Principal of any Bond, the amount
calculated by discounting all Remaining Scheduled Payments with respect
to such Called Principal from their respective scheduled due dates to
the date on which such Called Principal is to be redeemed, in accordance
with accepted financial practice and at a discount factor (applied on a
semiannual basis) equal to the Reinvestment Yield with respect to such
Called Principal, plus 0.50%; "Reinvestment Yield" shall mean, with
respect to the Called Principal of any Bond, the yield to maturity
implied by the Treasury Constant Maturity Series yields reported (for
the latest day for which such yields shall have been so reported as of
the fifth Business Day preceding the date on which such Called Principal
is to be redeemed, in Federal Reserve Statistical Release H.15(519) (or
any comparable successor publication) for actively traded U.S. Treasury
securities having a constant maturity equal to the remaining weighted
average life to final maturity (calculated in accordance with accepted
financial practice) of such Called Principal as of the date scheduled
for redemption thereof, such implied yield to be determined (a) by
calculating the remaining weighted average life to final maturity of
such Called Principal rounded to the nearest quarter-year and (b) if
necessary, by interpolating linearly between Treasury Constant Maturity
Series Yields; and "Remaining Scheduled Payments" shall mean, with
respect to the Called Principal of any Bond, all payments of such Called
Principal and interest thereon that would be due on or after the date
scheduled for redemption thereof if no redemption of such Called
Principal were made prior to its scheduled due date.

If this bond or any portion thereof (One Thousand Dollars or a
multiple thereof) is called for redemption and payment duly provided for
as specified in the Indenture, this bond or such portion thereof, as the
case may be, shall cease to be entitled to the lien of the Indenture
from and after the date payment is so provided for and shall cease to
bear interest from and after the redemption date.

Except as otherwise provided in the Fourteenth Supplemental
Indenture, in the event of the redemption of a portion only of the
principal of this bond, payment of the redemption price will be made at
the option of the registered holder, either (a) upon presentation of
this bond for notation hereon of such payment of the portion of the
principal of this bond so called for redemption, or (b) upon surrender
of this bond in exchange for a registered bond or bonds (but only of
authorized denominations of the same series) for the unredeemed balance
of the principal amount of this bond.

The Original Indenture (as supplemented and modified by all
Supplemental Indentures executed prior to the date of the Tenth
Supplemental Indenture) contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than sixty-six
and two-thirds percent in principal amount of the bonds at the time
outstanding (determined as provided in the Indenture, as so previously
supplemented and modified) including, if more than one series of bonds
shall be at the time outstanding, not less than sixty-six and two-thirds
percent in principal amount of the bonds at the time outstanding of each
series affected, to effect, by an indenture supplemental to the
Indenture, modifications or alterations of the Indenture and of the
rights and obligations of the Company and of the holders of the bonds
and coupons. The Tenth Supplemental Indenture modifies the Indenture to
permit the Company and the Trustee, with the consent of the holders of
not less than sixty-six and two-thirds percent in principal amount of
the bonds at the time outstanding (determined as provided in the
Indenture) and affected (consenting as a single class), to effect, by an
indenture supplemental to the Indenture, such modifications or
alterations. In no event shall any such modification or alteration be
made without the written approval or consent of the registered holder
hereof which will (a) extend the maturity of this bond or reduce the
rate or extend the time of payment of interest hereon, or reduce the
amount of the principal hereof, or reduce any premium payable on the
redemption hereof, or (b) permit the creation of any lien, not otherwise
permitted, prior to or on a parity with the lien of the Indenture, or
alter the equal and proportionate security afforded by the lien of the
Indenture for the bonds issued thereunder, or (c) reduce the number or
percentage of the principal amount of the bonds upon the consent of the
holders of which modifications or alterations may be made as aforesaid
or defaults may be waived. The foregoing modification made by the Tenth
Supplemental Indenture shall become effective without the consent of the
holders of any of the First Mortgage Bonds, 10.0% Series due 2004 which
were issued under the Tenth Supplemental Indenture, the bonds of this
series or any other series of bonds created and issued after the date of
the Tenth Supplemental Indenture only (a) when all series of bonds
created and issued prior to the date of the Tenth Supplemental Indenture
shall have ceased to be outstanding or (b) with the written consent of
the holders of the bonds at the time outstanding of each series created
and issued prior to the date of the Tenth Supplemental Indenture in the
manner provided in the Indenture.

This bond is transferable by the registered holder hereof in
person or by his duly authorized attorney, on books of the Company kept
for the purpose at the principal corporate trust office of the Trustee
upon surrender of this bond for cancellation and thereupon a new
registered bond of the same series of like principal amount will be
issued to the transferee in exchange therefor.

The registered holder of this bond at his option may surrender
the same for cancellation at said office and receive in exchange
therefor the same aggregate principal amount of registered bonds of the
same series but of other authorized denominations subject to the terms
and conditions set forth in the Indenture.

Neither the Company nor the Trustee shall be required to make
transfers or exchanges of bonds of this series for a period of ten days
next preceding any designation of bonds of said series to be redeemed,
and neither the Company nor the Trustee shall be required to make
transfers or exchanges of any bonds designated in whole for redemption
or that part of any bond designated in part for redemption.

The Fourteenth Supplemental Indenture provides that in the
event of any default in payment of the interest due on any interest
payment date, such interest shall not be payable to the holder of the
bond on the original record date but shall be paid to the registered
holder of such bond (or one or more Predecessor Bonds, as defined in the
Fourteenth Supplemental Indenture) on the subsequent record date
established for payment of such defaulted interest.

If a default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and payable before
maturity in the manner and with the effect provided in the Indenture.
The holders, however, of specified percentages in principal amount of
the bonds at the time outstanding, to the extent and as provided in the
Indenture, may waive certain defaults thereunder and the consequences of
such defaults.

No recourse shall be had for the payment of the principal of
or the premium, if any, or the interest on this bond, or for any claim
based hereon, or otherwise in respect hereof or of the Indenture,
against any incorporator, stockholder, director or officer, past,
present or future, as such, of the Company or of any predecessor or
successor corporation, either directly or through the Company or such
predecessor or successor corporation, under any constitution or statute
or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all such liability of incorporators, stockholders, directors
and officers, as such, being waived and released by the registered
holder hereof by the acceptance of this bond and as provided in the
Indenture.

The Company and the Trustee, any paying agent and any bond
registrar may deem and treat the person in whose name this bond is
registered, or his registered assigns, as the absolute owner hereof,
whether or not this bond shall be overdue, for the purpose of receiving
payment and for all other purposes and neither the Company nor the
Trustee nor any paying agent nor any bond registrar shall be affected by
any notice to the contrary.

[FORM OF TRUSTEE's AUTHENTICATION CERTIFICATE
FOR BONDS OF THE 2018 SERIES]

This is one of the bonds, of the series designated therein,
described in the within mentioned Indenture.

UNITED STATES TRUST COMPANY OF
NEW YORK,
as Trustee,

By:_________________________
Authorized Office

[FORM OF ENDORSEMENT ON BONDS OF THE 2018 SERIES WITH RESPECT
TO PAYMENTS ON ACCOUNT OF PRINCIPAL]

PAYMENTS ON ACCOUNT OF PRINCIPAL

______________________________________________________________________
______________________________________________________________________

Balance of Principal
Date Amount Paid Amount Unpaid Authorized Signature

______________________________________________________________________

______________________________________________________________________
______________________________________________________________________

C. Form of Legend. Bonds of the 2018 Series shall bear a
legend or legends with respect to (a) the status of such bond under the
Securities Act of 1933, as amended, and (b) the existence of
arrangements, if any, for the payment of the redemption price of Bonds
of the 2018 Series without presentation or surrender thereof, which
shall state substantially as follows:

"This bond has not been registered under the Securities
Act of 1933, as amended, and no transfer hereof may be
effected unless (i) the transaction shall be exempt within the
meaning of such Act and the rules and regulations of the
Securities and Exchange Commission, including Rule 144A,
adopted thereunder or (ii) pursuant to a registration
statement. [Insert, if applicable - The registered holder of
this bond is entitled to the benefits of a Bond Purchase
Agreement, dated November 15, 1993, with the Company, approved
by and on file with the Trustee, respecting payment of the
redemption price of this bond without presentation or
surrender thereof, except that any bond paid or redeemed in
full shall thereafter be surrendered to the Trustee at its
principal office.]"

SECTION 1.02. Redemption Provisions for Bonds of the 2018 Series.

A. The Bonds of the 2018 Series

(i) shall be subject to redemption prior to maturity, at
the option of the Company, as a whole at any time or in part
from time to time, on or after the date of original issue
until and including October 31, 2013, upon payment of the
principal amount thereof plus the Yield-Maintenance Premium
(as defined in the form of the Bonds of the 2018 Series set
forth in Section 1.01.B hereof), if any;

(ii) shall be subject to redemption prior to maturity,
at the option of the Company, as a whole at any time or in
part from time to time, on or after November 1, 2013, upon
payment of the principal amount thereof plus the applicable
Regular Redemption Premium (as set forth in the tabulation in
the form of the Bonds of the 2018 Series set forth in Section
1.01.B hereof);

(iii) shall be subject to redemption prior to maturity,
at the option of the Company, as a whole at any time or in
part from time to time, until and including October 31, 2013,
upon payment of the principal amount thereof plus the Yield-
Maintenance Premium (as defined in the form of the Bonds of
the 2018 Series set forth in Section 1.01.B hereof), if any,
through the application pursuant to Article Eight of the
Original Indenture of any trust moneys held by the Trustee
received from the proceeds of the sale or release of property
of the Company subject to the lien of the Indenture (other
than any sale referred to in clause (v) of this Subsection A);

(iv) shall be subject to redemption prior to maturity,
at the option of the Company, as a whole at any time or in
part from time to time, on or after November 1, 2013, upon
payment of the principal amount thereof plus the applicable
Regular Redemption Premium (as set forth in the tabulation in
the form of the Bonds of the 2018 Series set forth in Section
1.01.B hereof), through the application pursuant to Article
Eight of the Original Indenture of any trust moneys held by
the Trustee received from the proceeds of the sale or release
of property of the Company subject to the lien of the
Indenture (other than any sale referred to in clause (v) of
this Subsection A); and

(v) shall be subject to redemption prior to maturity, as
a whole at any time or in part from time to time, upon payment
of the principal amount thereof, through the application
pursuant to Article Eight of the Original Indenture of any
trust moneys held by the Trustee received from the proceeds of
the taking of all or any portion of the property of the
Company subject to the lien of the Indenture, or from the
proceeds of any sale of such property in anticipation of or in
lieu of any such taking;

together in any case with interest thereon to the date fixed for
redemption, upon not less than 30 days' nor more than 60 days' notice
given by registered mail, postage prepaid, to the holder of record at
the date of such notice of each Bond of the 2018 Series affected, at his
address as shown on the bond register for Bonds of the 2018 Series.
Such notice shall be sufficiently given if deposited in the United
States mail within such period. Neither the failure to mail such
notice, nor any defect in any notice so mailed to any such holder, shall
affect the sufficiency of such notice with respect to other holders.
The foregoing provisions with respect to notice shall be subject to all
other conditions and provisions of the Indenture not inconsistent
herewith.

In the case of any redemption pursuant to clause (i) or (iii)
of this Section 1.02.A, concurrently with the making of the deposit
required by Section 10.04 of the Indenture the Company shall deliver to
the Trustee a written statement setting forth the calculation of the
Yield-Maintenance Premium to be paid.

B. Whenever less than all the outstanding Bonds of the 2018
Series are to be redeemed, the Trustee shall redeem the Bonds of the
2018 Series or portions thereof as follows:

(i) The Trustee shall prorate the principal amount of
Bonds of the 2018 Series to be redeemed among all registered
holders of Bonds of the 2018 Series in the proportion that the
aggregate principal amount of Bonds registered in the name of
each such registered holder bears to the aggregate principal
amount of outstanding Bonds of the 2018 Series. In any
prorating pursuant to this clause the Trustee shall, according
to such method as it shall deem proper in its discretion, make
such adjustments, by increasing or decreasing by not more than
One Thousand Dollars ($1,000) the amount which would be
allocable to any one or more registered holders of Bonds as
may be necessary to the end that the principal amount so
prorated shall be One Thousand Dollars ($1,000) or an integral
multiple thereof.

(ii) So long as any initial purchaser of Bonds of the
2018 Series, any nominee of any such initial purchaser, any
institutional investor entitled to the benefits of home office
payment pursuant to the agreements filed with and approved by
the Trustee as referred to in Section 1.01.A hereof, or any
other registered holder to which the Company and the Trustee
shall have agreed to extend the provisions of this clause
shall hold more than one Bond of the 2018 Series, for purposes
of any proration pursuant to the procedure set forth in clause
(i) above, all Bonds of the 2018 Series registered in the name
of any such initial purchaser, nominee, institutional investor
or other registered holder shall be deemed to be one Bond of
the 2018 Series. In the event of a partial redemption of any
Bonds of the 2018 Series registered in the name of such
holder, the amount so redeemed shall be allocated (1) pro rata
among such Bonds registered in the name of such holder in the
proportion that the principal amount of each such Bond so
registered bears to the principal amount of all such Bonds so
registered or (2) by such other method as such holder
reasonably may request.

(iii) Subject to the specific provisions set forth
hereinabove in this Section 1.02 and in the form of the Bonds
of the 2018 Series in Section 1.01.B hereof, the provisions of
Article Ten of the Original Indenture shall govern any
redemption of the Bonds of the 2018 Series.

SECTION 1.03. Depreciation Fund. Notwithstanding the
provisions of Section 4.06 of the Original Indenture, the Company hereby
covenants that so long as any of the Bonds of the 2018 Series shall
remain outstanding (a) the covenants made by the Company in Section 4.04
of the Original Indenture shall continue in full force and effect and
(b) Bonds delivered, redeemed or purchased pursuant to said Section 4.04
and any amount of unfunded Bond credits used as a credit in Item 7 of
any annual depreciation fund certificate shall be deemed to be funded,
unless and until the same shall have been reinstated as provided in said
Section 4.04 or in Section 2.03 of the Original Indenture.

SECTION 1.04. Restriction on Payment of Dividends on Common
Stock. So long as any of the Bonds of the 2018 Series shall remain
outstanding, the Company shall not (a) declare or pay any dividend
(other than dividends payable in capital stock of the Company) or make
any other distribution on any shares of Common Stock, or (b) make any
expenditures for the purchase, redemption or other retirement for a
consideration of any shares of Common Stock of the Company (other than
in exchange for, or from the proceeds of, new shares of capital stock of
the Company), if (i) after giving effect to and as a result of the
declaration or payment of such dividend, distribution or expenditure, a
default (as defined in the Indenture) would be deemed to exist or (ii)
the aggregate amount of all such dividends, distributions and
expenditures made after December 31, 1992, would exceed the aggregate
amount of the net income of the Company available for such dividends,
distributions or retirements, accumulated after December 31, 1992, plus
the sum of $18,500,000.

Net income of the Company for the purpose of this Section
shall mean the total operating revenues of the Company, and other
income, less all proper deductions for expenses, taxes (including
without limitation, income, excess profits and other taxes based on or
measured by income or undistributed earnings or income), interest
charges and other appropriate items, including provision for maintenance
and provision for retirements, depreciation or obsolescence which shall
be the amount actually charged by the Company on its books of account
(but in respect of utility property not subject to prior liens in an
amount not less than the minimum provision for depreciation, as defined
in Section 1.32 of the Original Indenture), and after provision for all
dividends accrued (whether or not paid) on any outstanding stock of the
Company having preference over the Common Stock as to dividends, and
otherwise determined in accordance with sound accounting practice;
provided, however, that in determining the net income of the Company for
the purposes of this Section no deduction or adjustment shall be made
for or in respect of (a) expenses in connection with the redemption or
retirement of any securities issued by the Company, including any amount
paid in excess of the principal amount or par or stated value of
securities redeemed or retired, or, in the event that such redemption or
retirement is effected with the proceeds of sale of other securities of
the Company, any interest or dividends on the securities redeemed or
retired from the date on which the funds required for such redemption or
retirement are deposited in trust for such purpose to the date of
redemption or retirement; (b) profits or losses from sales of property
or other assets carried in plant or investment accounts of the Company
or from the reacquisition of any securities of the Company, or taxes on
or in respect of any such profits; (c) any change in or adjustment of
the book value of any assets owned by the Company arising from a
revaluation thereof; (d) charges to surplus on account of the
amortization or elimination of utility plant adjustment or acquisition
accounts or intangibles; and (e) any adjustment (including tax
adjustments) applicable to any period prior to January 1, 1993;
provided, further, however, that in the calculation of such net income
any investments in associated companies and any net earnings of
subsidiaries shall be included only to the extent that such amounts
represent dividends declared or paid.

SECTION 1.05. Minimum Provision for Depreciation. The
Company convenants that the term "minimum provision for depreciation"
shall have the meaning specified in Section 1.32 of the Original
Indenture so long as any of the Bonds of the 2018 Series shall remain
outstanding.

SECTION 1.06. Duration of Effectiveness of Article One. This
Article shall be in force and effect only so long as any of the Bonds of
the 2018 Series are outstanding.

ARTICLE II

PRINCIPAL AMOUNT PRESENTLY TO BE OUTSTANDING

SECTION 2.01. The total aggregate principal amount of First
Mortgage Bonds of the Company issued and outstanding and presently to be
issued and outstanding under the provisions of and secured by the
Indenture will be Eighty-Five Million Six Hundred Thousand Dollars
($85,600,000), namely, Three Million Dollars ($3,000,000) principal
amount of First Mortgage Bonds, 5 1/8% Series due 1996, Three Million
Dollars ($3,000,000) principal amount of First Mortgage Bonds, 7% Series
due 1998, Six Hundred Thousand Dollars ($600,000) principal amount of
First Mortgage Bonds, 8 5/8% Series due 1999, Three Million Four Hundred
Thousand Dollars ($3,400,000) principal amount of First Mortgage Bonds,
9 1/8% Series due 2003, Twelve Million Six Hundred Thousand Dollars
($12,600,000) principal amount of First Mortgage Bonds, 10.7% Series due
2000, Seventeen Million Dollars ($17,000,000) principal amount of First
Mortgage Bonds, 10.00% Series due 2004, Nine Million Dollars
($9,000,000) principal amount of First Mortgage Bonds, 9.64% Series due
September 1, 2020, Thirteen Million Dollars ($13,000,000) principal
amount of First Mortgage Bonds, 8.65% Series due 2022 and Four Million
Dollars ($4,000,000) principal amount of First Mortgage Bonds, 6.84%
Series due 1997, now issued and outstanding, and Fifteen Million Dollars
($15,000,000) principal amount of First Mortgage Bonds, 6.70% Series due
2018, and Five Million Dollars ($5,000,000) principal amount of First
Mortgage Bonds, 5.71% Series due 2000 to be issued upon compliance by
the Company with the provisions of Sections 5.02 and 5.03 and/or 5.04
and/or 5.05 of the Original Indenture.

ARTICLE III

MODIFICATIONS AND AMENDMENTS

SECTION 3.01. So long as any of the Bonds of the 2018 Series
shall remain outstanding, Article One of the Original Indenture is
hereby modified by adding a new Section 1.43 which shall read as
follows: "Section 1.43. The term "Business Day" shall mean any day
other than a Saturday, Sunday or other day on which banks located in The
City of New York, or Burlington, Vermont or any other city in which the
principal corporate trust office of the Trustee is located (if such
office is not located in The City of New York) are authorized or
required by law to be closed."

SECTION 3.02. Pursuant to clause (i) of Section 18.01 of the
Original Indenture, the modification of the Original Indenture effected
by Section 3.01 of this Fourteenth Supplemental Indenture shall take
effect without the consent of the holders of any of the Bonds at the
time outstanding, notwithstanding any of the provisions of Section 18.02
of the Original Indenture.

ARTICLE IV

MISCELLANEOUS

SECTION 4.01. This Fourteenth Supplemental Indenture is
executed and shall be construed as an indenture supplemental to the
Original Indenture, and shall form a part thereof, and the Original
Indenture, as heretofore supplemented and modified and hereby
supplemented and modified, is hereby confirmed. Except to the extent
inconsistent with the express terms hereof, all of the provisions,
terms, covenants and conditions of the Original Indenture, as
supplemented and modified, shall be applicable to the Bonds of the 2018
Series to the same extent as if specifically set forth herein. All
terms used in this Fourteenth Supplemental Indenture shall be taken to
have the same meanings as in the Original Indenture, except in cases
where the context clearly indicates otherwise.

SECTION 4.02. All recitals in this Fourteenth Supplemental
Indenture are made by the Company only and not by the Trustee; and all
of the provisions contained in the Original Indenture, as supplemented
and modified, in respect of the rights, privileges, immunities, powers
and duties of the Trustee shall be applicable in respect hereof as fully
and with like effect as if set forth herein in full.

SECTION 4.03. This Fourteenth Supplemental Indenture may be
executed in several counterparts, and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts,
or as many of them as the Company and the Trustee shall preserve
undestroyed, shall together constitute but one and the same instrument.

SECTION 4.04. Although this Fourteenth Supplemental Indenture
is dated for convenience and for the purpose of reference as of November
1, 1993, the actual date or dates of execution by the Company and by the
Trustee are as indicated by their respective acknowledgments hereto
annexed.

ARTICLE V

SCHEDULE OF PROPERTY ACQUIRED BY GREEN MOUNTAIN POWER CORPORATION AND
NOT HERETOFORE
SPECIFICALLY DESCRIBED IN THE INDENTURE

(1)

TRANSMISSION LINES

ADDITIONS TO PROPERTY AS DESCRIBED IN
ORIGINAL INDENTURE

All of the transmission lines and equipment located in the
State of Vermont in several cities and towns consisting of approximately
274.7 miles of overhead lines, including necessary crossarms, guys and
insulators. 1.5 miles is rated at 115 KV, 9.4 miles is rated at 69 KV,
5.4 miles is rated at 44 KV, and 258.4 miles is rated at 34.5 KV.

(2)

DISTRIBUTION

ADDITIONS TO PROPERTY AS DESCRIBED IN
ORIGINAL INDENTURE

All the distribution lines and equipment located in the State
of Vermont in several cities and towns consisting of approximately 2,332
miles of overhead lines including necessary crossarms, guys, insulators,
appurtenances, and line transformers and about 371 miles of underground
cable. The Company's property includes approximately 823,300 kVa of
transformer capacity and approximately 79,574 customers' metering. It
is estimated that at least 80 percent of the above-mentioned lines are
located upon public highways. With respect to such parts of the lines
as are located upon private property, the Company has the necessary
permits, rights in lands or easements enabling it to maintain said lines
which said permits, rights in land or easements are part of the property
hereby conveyed.

(3)

PRODUCTION EQUIPMENT

UPGRADE PLANT #19 -- ESSEX, VERMONT

The Company owns and operates a Hydro Plant in Essex, Vermont.
Between May 1989 and December 1991, the Company completed an automation
and upgraded facilities of this plant.

(4)

SUBSTATION IMPROVEMENTS

DOVER SUBSTATION #90 -- DOVER, VERMONT

The Company owns and operates a Distribution Substation in
Dover, Vermont. Between 1989 and 1992, the Company rebuilt and upgraded
this substation to increase the capacity in order to supply the
increasing demands in the area.

BARNET SUBSTATION #14 -- BARNET, VERMONT

The Company owns and operates a Distribution Substation in
Barnet, Vermont. Between 1990 and 1992, the Company built a new
Distribution Substation in Barnet to replace the existing substation
which had become obsolete.

IN WITNESS WHEREOF, Green Mountain Power Corporation has
caused this Indenture to be signed in its corporate name and behalf, by
Edwin M. Norse, Vice President, Chief Financial Officer and Treasurer of
the Company in that behalf duly authorized, and its corporate seal to be
hereunto affixed and attested by its Secretary, and United States Trust
Company of New York in token of its acceptance of the trust hereby
created has caused this Indenture to be signed in its corporate name and
behalf by one of its Assistant Vice Presidents, and its corporate seal
to be hereunto affixed and attested by its Secretary or its Assistant
Secretary, on the dates indicated by their respective acknowledgments
hereto annexed, but as of the day and year first above written.

GREEN MOUNTAIN POWER CORPORATION

By: /s/Edwin M. Norse
----------------------------
Edwin M. Norse
Vice President, Chief Financial
Officer and Treasurer

Attest:
/s/Christopher L. Dutton
--------------------------------
Christopher L. Dutton
Vice President, General
Counsel and Secretary

Signed, sealed and delivered on behalf of
GREEN MOUNTAIN POWER CORPORATION in the
presence of:

/s/Penny J. Collins
--------------------
Name: Penny J. Collins

/s/Ruth C. Dean
---------------------
Name: Ruth C. Dean

CORPORATE SEAL

UNITED STATES TRUST COMPANY OF
NEW YORK

By: /s/Robert E. Patterson, III
----------------------------
Robert E. Patterson, III
Assistant Vice President

Attest:

/s/Patricia Stermer
-----------------------------------
Patricia Stermer
Assistant Vice President

Signed, sealed and delivered on behalf of
UNITED STATES TRUST COMPANY OF NEW YORK in the
presence of:
/s/William Eising
----------------------------------
Name: William Eising

/s/Cynthia Chaney
----------------------------------
Name: Cynthia Chaney

CORPORATE SEAL

STATE OF VERMONT )
) SS.:
COUNTY OF CHITTENDEN )

On this 27th day of October, A.D. 1993, before me, a Notary
Public in and for said County in said State aforesaid, duly commissioned
and acting as such, appeared Edwin M. Norse, personally known to me and
known by me to be the person who executed the within and foregoing
instrument in the name and on behalf of Green Mountain Power
Corporation, who, being by me duly sworn, did depose and say that he is
the Vice President, Chief Financial Officer and Treasurer of Green
Mountain Power Corporation, one of the corporations described in and
that executed the said instrument, and he acknowledged said instrument
so executed to be his free act and deed and the free act and deed of
said corporation, and on oath stated that said instrument was signed and
sealed by him as agent and in behalf of said corporation by authority of
its Board of Directors, and that the seal affixed to said instrument is
the corporate seal of said corporation.

Witness my hand and official seal the day and year aforesaid.

/s/Donna S. Laffan
---------------------------
Name: Donna S. Laffan
Notary Public
NOTARIAL SEAL State of Vermont
Commission Expires: February 10, 1995

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )

On this 28th day of October, A.D. 1993, before me, a Notary
Public in and for said County in said State aforesaid, duly commissioned
and acting as such, appeared Robert E. Patterson, III, personally known
to me and known by me to be the person who executed the within and
foregoing instrument in the name and on behalf of United States Trust
Company of New York, who, being by me duly sworn, did depose and say
that he is an Assistant Vice President of United States Trust Company of
New York, one of the corporations described in and that executed the
said instrument, and he acknowledged said instrument so executed to be
his free act and deed and the free act and deed of said corporation, and
on oath stated that said instrument was signed and sealed by him on
behalf of said corporation by authority of its By-Laws, and that the
seal affixed to said instrument is the corporate seal of said
corporation.

Witness my hand and official seal the day and year aforesaid.

/s/Thomas McCutcheon
-----------------------------------------
Name: Thomas McCutcheon
Notary Public
NOTARIAL SEAL State of New York
Qualified in Nassau County
No. 4965095
Commission Expires: April 16, 1994

EXHIBIT 4-b-15

GREEN MOUNTAIN POWER CORPORATION

UNITED STATES TRUST COMPANY OF NEW YORK
[successor to The Chase Manhattan Bank (National Association), successor
to The
Chase National Bank of the City of New York], Trustee

________________

FIFTEENTH SUPPLEMENTAL INDENTURE

Dated as of November 1, 1993

_________________

Supplemental to
Indenture of First Mortgage
and Deed of Trust
Dated as of February 1, 1955

_________________

This is a Security Agreement relating to Personal Property as well as a
Mortgage upon Real Estate and Other Property

This FIFTEENTH SUPPLEMENTAL INDENTURE dated as of November 1,
1993 made by GREEN MOUNTAIN POWER CORPORATION, as debtor (its Federal
Tax Number being 03-0127430), a corporation duly organized and existing
under the laws of the State of Vermont (hereinafter sometimes called the
"Company"), whose mailing address and address of its chief executive
office is 25 Green Mountain Drive, South Burlington, Vermont 05403,
party of the first part, and UNITED STATES TRUST COMPANY OF NEW YORK
[successor to The Chase Manhattan Bank (National Association), successor
to The Chase National Bank of the City of New York], as Trustee and
secured party (its Federal Tax number being 13-5459866), a corporation
existing under the laws of the State of New York and having its
principal corporate trust office at 114 West 47th Street, New York, New
York 10036 (hereinafter sometimes called the "Trustee"), party of the
second part.

Issued and
Title Outstanding
----- -----------
First Mortgage Bonds, 5 1/8% Series due 1996 . . . .. . . 3,000,000
First Mortgage Bonds, 7% Series due 1998 . . . . . .. . . 3,000,000
First Mortgage Bonds, 8 5/8% Series due 1999 . . . .. . . . 600,000
First Mortgage Bonds, 9 1/8% Series due 2003 . . . .. . . 3,400,000
First Mortgage Bonds, 10.7% Series due 2000 . . . . . . 12,600,000
First Mortgage Bonds, 10.0% Series due 2004 . . . . . . 17,000,000
First Mortgage Bonds, 9.64% Series due 2020 . . . . . . . 9,000,000
First Mortgage Bonds, 8.65% Series due 2022 . . . . . . 13,000,000
First Mortgage Bonds, 6.84% Series due 1997 . . . . . . . 4,000,000

WHEREAS, the Board of Directors of the Company has established
a new series of Bonds to be designated First Mortgage Bonds, 5.71%
Series due November 1, 2000 (herein sometimes called "Bonds of the 2000
Series"), and has authorized an issue of Five Million Dollars
($5,000,000) principal amount thereof, and the Company has complied or
will comply with all provisions required to issue additional Bonds
provided for in the Original Indenture;

WHEREAS, the Board of Directors of the Company has also
established a new series of Bonds to be designated First Mortgage Bonds,
6.70% Series due November 1, 2018 (herein sometimes called "Bonds of the
2018 Series"), and has authorized an issue of Fifteen Million Dollars
($15,000,000) principal amount thereof, and the Company has complied or
will comply with all provisions required to issue additional Bonds
provided for in the Original Indenture (said Bonds of the 2018 Series to
be issued pursuant to the terms and conditions of a Fourteenth
Supplemental Indenture of even date hereof);

WHEREAS, the Company desires to execute and deliver this
Fifteenth Supplemental Indenture, in accordance with the provisions of
the Original Indenture, for the purposes, among others, of (a) further
assuring, conveying, mortgaging and assigning unto the Trustee certain
additional property acquired by the Company, (b) providing for the
creation of a new series of Bonds, designating the series to be created
and specifying the form and provisions of the Bonds of such series and
(c) adding to the Original Indenture, as supplemented and modified,
other covenants and agreements to be hereafter observed by the Company
(the Original Indenture, as heretofore supplemented and modified and as
hereby supplemented and modified, being herein sometimes called the
"Indenture"); and

WHEREAS, all acts and proceedings required by law and by the
Restated Articles of Association and By-laws of the Company necessary to
secure the payment of the principal of, premium, if any, and interest on
the Bonds of the 2000 Series, to make the Bonds of the 2000 Series to be
issued hereunder, when executed by the Company, authenticated and
delivered by the Trustee and duly issued, the valid, binding and legal
obligations of the Company, and to constitute the Indenture a valid and
binding mortgage for the security of all of the Bonds, in accordance
with its and their terms, have been done and taken; and the execution
and delivery of this Fifteenth Supplemental Indenture have been in all
respects duly authorized:

NOW, THEREFORE, THIS FIFTEENTH SUPPLEMENTAL INDENTURE WITNESSETH,
that in order to secure the payment of the principal of, premium, if
any, and interest on all Bonds at any time issued and outstanding under
the Indenture, according to their tenor, purport and effect, to confirm
the lien of the Indenture upon the mortgaged property mentioned therein
including any and all property purchased, constructed or otherwise
acquired by the Company since the date of execution of the Original
Indenture and to secure the performance and observance of all the
covenants and conditions herein and in the Bonds and in the Indenture
contained, to declare the terms and conditions upon and subject to which
the Bonds of the 2000 Series are and are to be issued and secured, and
held, and for and in consideration of the premises and of the mutual
covenants herein contained and of the purchase and acceptance of the
Bonds of the 2000 Series by the holders thereof, and of the sum of Ten
Dollars ($10) duly paid to the Company by the Trustee, at or before the
ensealing and delivery hereof, and for other valuable consideration, the
receipt whereof is hereby acknowledged, the Company has executed and
delivered this Fifteenth Supplemental Indenture, and by these presents,
does grant, bargain, sell, alien, remise, release, convey, assign,
transfer, mortgage, pledge, set over and confirm unto United States
Trust Company of New York, as Trustee, and to its successors in trust
and to its and their successors and assigns forever, all and singular
the property, rights, privileges and franchises (other than excepted
property) of the character described in the Granting Clauses of the
Original Indenture now owned of record or otherwise by the Company,
whether or not constructed or acquired since the date of execution of
the Original Indenture or which may hereafter be constructed or acquired
by it, including, without limiting the generality of the foregoing, the
property in Vermont, Massachusetts and Maine described in Article Five
hereof, but subject to all exceptions, reservations and matters of the
character therein referred to, and expressly excepting and excluding
from the lien and operation of the Indenture all properties of the
character specifically excepted by Paragraphs B through H of Granting
Clause VII of the Original Indenture, to the extent contemplated
thereby, and all property heretofore released or otherwise disposed of
pursuant to the provisions of the Indenture.

ARTICLE I

BONDS OF THE 2000 SERIES AND CERTAIN PROVISIONS RELATING
THERETO

SECTION 1.01. A. Terms of Bonds of the 2000 Series. There
shall be hereby established a series of Bonds, known as and entitled
"First Mortgage Bonds, 5.71% Series due 2000" (herein sometimes referred
to as the "Bonds of the 2000 Series"). The aggregate principal amount
of the Bonds of the 2000 Series shall be limited to $5,000,000.

The definitive Bonds of the 2000 Series shall be registered
Bonds without coupons of the denominations of $1,000 or integral
multiples thereof.

All Bonds of the 2000 Series shall mature November 1, 2000 and
will bear interest at the rate of 5.71% per annum until maturity, such
interest to be payable semi-annually on May 1 and November 1 in each
year commencing May 1, 1994. The principal of and the premium, if any,
and interest on the Bonds of the 2000 Series will be paid in lawful
money of the United States of America. Principal of and premium, if
any, on the Bonds of the 2000 Series will be payable at the principal
corporate trust office of the Trustee in the Borough of Manhattan, City
and State of New York, or its successor in trust, except that, in case
of the redemption as a whole at any time of Bonds of the 2000 Series
then outstanding, the Company may designate in the redemption notice
other offices or agencies at which, at the option of the holders, Bonds
of the 2000 Series may be surrendered. Interest on Bonds of the 2000
Series will be payable at the principal corporate trust office of the
Trustee in the Borough of Manhattan, City and State of New York, or its
successor in trust, in each case to the holder of record on the record
date as hereinbelow defined. Interest on the Bonds of the 2000 Series
shall, unless otherwise directed by the holder, be paid by checks
payable to the order of the respective holders entitled thereto, and
mailed by the Trustee by first class mail, postage prepaid, to such
holders at their respective registered addresses shown on the Bond
register for the Bonds of the 2000 Series.

Notwithstanding the foregoing, pursuant to the fourth
paragraph of Section 10.04 of the Original Indenture, the Company has
entered into an agreement with the initial purchaser of the Bonds of the
2000 Series providing for the payment to such initial purchaser and any
nominees thereof of all payments of principal of, premium, if any, and
interest on the Bonds of the 2000 Series held by them by such methods as
they shall direct and without the necessity of presenting or
surrendering such Bonds, except that any Bond paid or redeemed in full
shall thereafter be surrendered to the Trustee at its principal office,
and further providing for the extension of such benefits of such
agreement to any transferees of the foregoing which are institutional
investors acquiring at least $1,000,000 principal amount of Bonds of the
2000 Series.

The definitive Bonds of the 2000 Series may be issued in the
form of Bonds engraved, printed or lithographed on steel engraved
borders.

Notwithstanding any provision in the Original Indenture to the
contrary, the person in whose name any Bond of the 2000 Series (or one
or more Predecessor Bonds, as hereinbelow defined) is registered at the
close of business on any record date (as hereinbelow defined) with
respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding the
cancellation of such Bond of the 2000 Series upon any transfer or
exchange thereof (including any exchange effected as an incident to a
partial redemption thereof) subsequent to such record date and prior to
such interest payment date, except that, if and to the extent that the
Company shall default in the payment of the interest due on such
interest payment date, then the registered holders of such Bonds of the
2000 Series on such record date shall have no further right to or claim
in respect of such defaulted interest as such registered holders on such
record date, and the persons entitled to receive payment of any
defaulted interest thereafter payable or paid on any Bonds of the 2000
Series shall be the registered holders of such Bonds of the 2000 Series
on the record date for payment of such defaulted interest. The term
"record date" as used in this Section 1.01, and in the form of the Bonds
of the 2000 Series, shall mean the April 15 next preceding a May 1
interest payment date or the October 15 next preceding a November 1
interest payment date, as the case may be, or a special record date
established for defaulted interest as hereinafter provided. The term
"Predecessor Bond" as used in this Section 1.01, and in the form of the
Bonds of the 2000 Series, with respect to any particular Bond of the
2000 Series, shall mean every previous Bond of the 2000 Series
evidencing all or a portion of the same debt as that evidenced by such
particular Bond of the 2000 Series; and, for the purpose of this
definition, any Bond of the 2000 Series authenticated and delivered
under Section 3.12 of the Original Indenture in lieu of a mutilated,
lost, stolen or destroyed Bond of the 2000 Series shall be deemed to
evidence the same debt as the mutilated, lost, stolen or destroyed Bond
of the 2000 Series.

In case of failure by the Company to pay any interest when due
the claim for such interest shall be deemed to have been transferred by
transfer of any Bond of the 2000 Series registered on the Bond register,
and the Company by not less than 10 days written notice to Bondholders
may fix a subsequent record date, not more than 15 days prior to the
date fixed for the payment of such interest, for determination of
holders entitled to payment of such interest. Such provision for
establishment of a subsequent record date, however, shall in no way
affect the rights of Bondholders or of the Trustee consequent on any
default.

Bonds of the 2000 Series shall be dated, and shall accrue
interest, as provided in Section 3.05 of the Original Indenture.
Interest on the Bonds of the 2000 Series shall be computed on the basis
of a year of 360 days consisting of twelve 30-day months.

As permitted by the provisions of Section 3.10 of the Original
Indenture and upon payment at the option of the Company of a sum
sufficient to reimburse it for any stamp tax or other governmental
charges as provided in Section 3.11 of the Original Indenture, but
without payment of any other charge, Bonds of the 2000 Series may be
exchanged for other Bonds of the 2000 Series of different authorized
denominations of like aggregate principal amount.

The trustee hereunder shall, by virtue of its office as such
Trustee, be the registrar and transfer agent of the Company and shall
maintain the Bond register for the Bonds of the 2000 Series for the
purpose of registering and transferring Bonds of the 2000 Series.
Notwithstanding any provision in the Original Indenture to the contrary,
neither the Company nor the Trustee shall be required to make transfers
or exchanges of Bonds of the 2000 Series for a period of ten days next
preceding any designation of Bonds of the 2000 Series to be redeemed and
neither the Company nor the Trustee shall be required to make transfers
or exchanges of any Bonds designated in whole for redemption or that
part of any Bond designated in part for redemption.

B. Form of Bonds of the 2000 Series. The Bonds of the 2000
Series and the Trustee's authentication certificate to be executed on
the Bonds of said Series shall be in substantially the following forms,
respectively:

[FORM OF FACE OF BOND OF THE 2000 SERIES]

No. R $_______
Private Placement No. 393154 J# 7

GREEN MOUNTAIN POWER CORPORATION

FIRST MORTGAGE BOND, 5.71% SERIES DUE 2000

DUE NOVEMBER 1, 2000

GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation
(hereinafter sometimes called the "Company"), for value received hereby
promises to pay to ___________ or registered assigns, _________ Dollars
on November 1, 2000, and to pay to the registered holder hereof interest
thereon from the date hereof, or if one or more payments of interest has
or have theretofore been made or duly provided for, from the most recent
interest payment date to which interest has been paid or duly provided
for, semi-annually on May 1 and November 1 in each year, commencing with
May 1, 1994, at the rate per annum specified in the title hereof, until
maturity.

The interest so payable upon any May 1 or November 1 will,
subject to certain exceptions referred to on the reverse hereof, be paid
to the person in whose name this bond (or one or more Predecessor Bonds,
as defined in the Fifteenth Supplemental Indenture mentioned on the
reverse hereof) is registered at the close of business on the April 15
preceding such May 1, or the October 15 preceding such November 1, as
the case may be.

This bond shall not become or be valid or obligatory for any
purpose until the authentication certificate hereon shall have been
signed by the Trustee.

The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the
same effect as though fully set forth at this place.

Dated:

GREEN MOUNTAIN POWER CORPORATION

By: _______________________________

Attest:
_______________________________

[FORM OF REVERSE OF BOND OF THE 2000 SERIES]

The bonds of this series are subject to redemption prior to
maturity as a whole at any time or in part from time to time, upon
payment of the principal amount thereof, by application of the proceeds
of any taking of all or any portion of property of the Company subject
to the lien of the Indenture, or the proceeds of any sale of such
property in anticipation of or in lieu of any such taking, as provided
in said Fifteenth Supplemental Indenture, together in any case with
interest accrued thereon to the date fixed for redemption; upon prior
notice given by registered mail, postage prepaid, as provided in the
said Fifteenth Supplemental Indenture to the holders of record of each
bond affected not less than 30 days nor more than 60 days prior to the
redemption date, all as more fully provided in the Indenture.

Except as otherwise provided in the Fifteenth Supplemental
Indenture, in the event of the redemption of a portion only of the
principal of this bond, payment of the redemption price will be made at
the option of the registered holder, either (a) upon presentation of
this bond for notation hereon of such payment of the portion of the
principal of this bond so called for redemption, or (b) upon surrender
of this bond in exchange for a registered bond or bonds (but only of
authorized denominations of the same series) for the unredeemed balance
of the principal amount of this bond.

The Fifteenth Supplemental Indenture provides that in the
event of any default in payment of the interest due on any interest
payment date, such interest shall not be payable to the holder of the
bond on the original record date but shall be paid to the registered
holder of such bond (or one or more Predecessor Bonds, as defined in the
Fifteenth Supplemental Indenture) on the subsequent record date
established for payment of such defaulted interest.

[FORM OF TRUSTEE's AUTHENTICATION CERTIFICATE
FOR BONDS OF THE 2000 SERIES]

This is one of the bonds, of the series designated therein,
described in the within mentioned Indenture.

UNITED STATES TRUST COMPANY OF
NEW YORK,
as Trustee,

By:
Authorized Office

[FORM OF ENDORSEMENT ON BONDS OF THE 2000 SERIES WITH RESPECT
TO PAYMENTS ON ACCOUNT OF PRINCIPAL]

PAYMENTS ON ACCOUNT OF PRINCIPAL

- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

Balance of Principal
Date Amount Paid Amount Unpaid Authorized Signature

- ---------------------------------------------------------------------------

- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

C. Form of Legend. Bonds of the 2000 Series shall bear a
legend or legends with respect to (a) the status of such bond under the
Securities Act of 1933, as amended, and (b) the existence of
arrangements, if any, for the payment of the redemption price of Bonds
of the 2000 Series without presentation or surrender thereof, which
shall state substantially as follows:

SECTION 1.02. Redemption Provisions for Bonds of the 2000 Series.

A. The Bonds of the 2000 Series shall be subject to
redemption prior to maturity, as a whole at any time or in part
from time to time, upon payment of the principal amount thereof,
through the application pursuant to Article Eight of the Original
Indenture of any trust moneys held by the Trustee received from the
proceeds of the taking of all or any portion of the property of the
Company subject to the lien of the Indenture, or from the proceeds
of any sale of such property in anticipation of or in lieu of any
such taking; together in any case with interest thereon to the date
fixed for redemption, upon not less than 30 days' nor more than 60
days' notice given by registered mail, postage prepaid, to the
holder of record at the date of such notice of each Bond of the
2000 Series affected, at his address as shown on the bond register
for Bonds of the 2000 Series. Such notice shall be sufficiently
given if deposited in the United States mail within such period.
Neither the failure to mail such notice, nor any defect in any
notice so mailed to any such holder, shall affect the sufficiency
of such notice with respect to other holders. The foregoing
provisions with respect to notice shall be subject to all other
conditions and provisions of the Indenture not inconsistent
herewith.

B. Whenever less than all the outstanding Bonds of the 2000
Series are to be redeemed, the Trustee shall redeem the Bonds of the
2000 Series or portions thereof as follows:

(i) The Trustee shall prorate the principal amount of
Bonds of the 2000 Series to be redeemed among all registered
holders of Bonds of the 2000 Series in the proportion that the
aggregate principal amount of Bonds registered in the name of
each such registered holder bears to the aggregate principal
amount of outstanding Bonds of the 2000 Series. In any
prorating pursuant to this clause the Trustee shall, according
to such method as it shall deem proper in its discretion, make
such adjustments, by increasing or decreasing by not more than
One Thousand Dollars ($1,000) the amount which would be
allocable to any one or more registered holders of Bonds as
may be necessary to the end that the principal amount so
prorated shall be One Thousand Dollars ($1,000) or an integral
multiple thereof.

(ii) So long as any initial purchaser of Bonds of the
2000 Series, any nominee of any such initial purchaser, any
institutional investor entitled to the benefits of home office
payment pursuant to the agreements filed with and approved by
the Trustee as referred to in Section 1.01.A hereof, or any
other registered holder to which the Company and the Trustee
shall have agreed to extend the provisions of this clause
shall hold more than one Bond of the 2000 Series, for purposes
of any proration pursuant to the procedure set forth in clause
(i) above, all Bonds of the 2000 Series registered in the name
of any such initial purchaser, nominee, institutional investor
or other registered holder shall be deemed to be one Bond of
the 2000 Series. In the event of a partial redemption of any
Bonds of the 2000 Series registered in the name of such
holder, the amount so redeemed shall be allocated (1) pro rata
among such Bonds registered in the name of such holder in the
proportion that the principal amount of each such Bond so
registered bears to the principal amount of all such Bonds so
registered or (2) by such other method as such holder
reasonably may request.

(iii) Subject to the specific provisions set forth
hereinabove in this Section 1.02 and in the form of the Bonds
of the 2000 Series in Section 1.01.B hereof, the provisions of
Article Ten of the Original Indenture shall govern any
redemption of the Bonds of the 2000 Series.

SECTION 1.03. Depreciation Fund. Notwithstanding the
provisions of Section 4.06 of the Original Indenture, the Company hereby
covenants that so long as any of the Bonds of the 2000 Series shall
remain outstanding (a) the covenants made by the Company in Section 4.04
of the Original Indenture shall continue in full force and effect and
(b) Bonds delivered, redeemed or purchased pursuant to said Section 4.04
and any amount of unfunded Bond credits used as a credit in Item 7 of
any annual depreciation fund certificate shall be deemed to be funded,
unless and until the same shall have been reinstated as provided in said
Section 4.04 or in Section 2.03 of the Original Indenture.

SECTION 1.04. Restriction on Payment of Dividends on Common
Stock. So long as any of the Bonds of the 2000 Series shall remain
outstanding, the Company shall not (a) declare or pay any dividend
(other than dividends payable in capital stock of the Company) or make
any other distribution on any shares of Common Stock, or (b) make any
expenditures for the purchase, redemption or other retirement for a
consideration of any shares of Common Stock of the Company (other than
in exchange for, or from the proceeds of, new shares of capital stock of
the Company), if (i) after giving effect to and as a result of the
declaration or payment of such dividend, distribution or expenditure, a
default (as defined in the Indenture) would be deemed to exist or (ii)
the aggregate amount of all such dividends, distributions and
expenditures made after December 31, 1992, would exceed the aggregate
amount of the net income of the Company available for such dividends,
distributions or retirements, accumulated after December 31, 1992, plus
the sum of $18,500,000.

SECTION 1.06. Duration of Effectiveness of Article One. This
Article shall be in force and effect only so long as any of the Bonds of
the 2000 Series are outstanding.

ARTICLE II

PRINCIPAL AMOUNT PRESENTLY TO BE OUTSTANDING

ARTICLE III

MODIFICATIONS AND AMENDMENTS

SECTION 3.01. So long as any of the Bonds of the 2000 Series
shall remain outstanding, Article One of the Original Indenture is
hereby modified by adding a new Section 1.43 which shall read as
follows: "Section 1.43. The term "Business Day" shall mean any day
other than a Saturday, Sunday or other day on which banks located in The
City of New York, or Burlington, Vermont or any other city in which the
principal corporate trust office of the Trustee is located (if such
office is not located in The City of New York) are authorized or
required by law to be closed."

SECTION 3.02. Pursuant to clause (i) of Section 18.01 of the
Original Indenture, the modification of the Original Indenture effected
by Section 3.01 of this Fifteenth Supplemental Indenture shall take
effect without the consent of the holders of any of the Bonds at the
time outstanding, notwithstanding any of the provisions of Section 18.02
of the Original Indenture.

ARTICLE IV

MISCELLANEOUS

SECTION 4.01. This Fifteenth Supplemental Indenture is
executed and shall be construed as an indenture supplemental to the
Original Indenture, and shall form a part thereof, and the Original
Indenture, as heretofore supplemented and modified and hereby
supplemented and modified, is hereby confirmed. Except to the extent
inconsistent with the express terms hereof, all of the provisions,
terms, covenants and conditions of the Original Indenture, as
supplemented and modified, shall be applicable to the Bonds of the 2000
Series to the same extent as if specifically set forth herein. All
terms used in this Fifteenth Supplemental Indenture shall be taken to
have the same meanings as in the Original Indenture, except in cases
where the context clearly indicates otherwise.

SECTION 4.02. All recitals in this Fifteenth Supplemental
Indenture are made by the Company only and not by the Trustee; and all
of the provisions contained in the Original Indenture, as supplemented
and modified, in respect of the rights, privileges, immunities, powers
and duties of the Trustee shall be applicable in respect hereof as fully
and with like effect as if set forth herein in full.

SECTION 4.03. This Fifteenth Supplemental Indenture may be
executed in several counterparts, and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts,
or as many of them as the Company and the Trustee shall preserve
undestroyed, shall together constitute but one and the same instrument.

SECTION 4.04. Although this Fifteenth Supplemental Indenture
is dated for convenience and for the purpose of reference as of November
1, 1993, the actual date or dates of execution by the Company and by the
Trustee are as indicated by their respective acknowledgments hereto
annexed.

ARTICLE V

SCHEDULE OF PROPERTY ACQUIRED BY GREEN MOUNTAIN POWER CORPORATION AND
NOT HERETOFORE
SPECIFICALLY DESCRIBED IN THE INDENTURE

(1)

TRANSMISSION LINES

ADDITIONS TO PROPERTY AS DESCRIBED IN
ORIGINAL INDENTURE

(2)

DISTRIBUTION

ADDITIONS TO PROPERTY AS DESCRIBED IN
ORIGINAL INDENTURE

(3)

PRODUCTION EQUIPMENT

UPGRADE PLANT #19 -- ESSEX, VERMONT

The Company owns and operates a Hydro Plant in Essex, Vermont.
Between May 1989 and December 1991, the Company completed an automation
and upgraded facilities of this plant.

(4)

SUBSTATION IMPROVEMENTS

DOVER SUBSTATION #90 -- DOVER, VERMONT

BARNET SUBSTATION #14 -- BARNET, VERMONT

GREEN MOUNTAIN POWER CORPORATION

By: /s/Edwin M. Norse

Edwin M. Norse
Vice President, Chief Financial
Officer and Treasurer

Attest:

/s/Christopher L. Dutton
Christopher L. Dutton
Vice President, General
Counsel and Secretary

Signed, sealed and delivered on behalf of
GREEN MOUNTAIN POWER CORPORATION in the
presence of:

/s/Penny J. Collins

Name: Penny J. Collins

/s/Ruth C. Dean
Name: Ruth C. Dean

CORPORATE SEAL

UNITED STATES TRUST COMPANY OF
NEW YORK

By: /s/Robert E. Patterson, III

Robert E. Patterson, III
Assistant Vice President

Attest:

/s/Patricia Stermer
Patricia Stermer
Assistant Vice President

Signed, sealed and delivered on behalf of
UNITED STATES TRUST COMPANY OF NEW YORK in the
presence of:

/s/William Eising
Name: William Eising

/s/Cynthia Chaney
Name: Cynthia Chaney

CORPORATE SEAL

STATE OF VERMONT )
) SS.:
COUNTY OF CHITTENDEN )

Witness my hand and official seal the day and year aforesaid.

/s/Donna S. Laffan

Name: Donna S. Laffan
Notary Public
NOTARIAL SEAL State of Vermont
Commission Expires: February 10, 1995

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )

Witness my hand and official seal the day and year aforesaid.

/s/Thomas McCutcheon
Name: Thomas McCutcheon
Notary Public
NOTARIAL SEAL State of New York
Qualified in Nassau County
No. 4965095
Commission Expires: April 16, 1994

EXHIBIT 10-b-1b

GREEN MOUNTAIN POWER CORPORATION

SECOND AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

FOR DIRECTORS

WHEREAS, Green Mountain Power Corporation (the "Company")
established a deferred compensation plan for directors and set forth the
terms of such plan by instrument dated September 6, 1985;

WHEREAS, on July 16, 1993, pursuant to Paragraph 11 of said
instrument, the Board of Directors of the Company exercised its ability
to amend the Deferred Compensation Plan for Directors;

AND WHEREAS, the Board of Directors of the Company retained the
ability, in its sole discretion, under Paragraph 11 of said Amended and
Restated Plan, to amend the plan;

NOW THEREFORE, the Company hereby amends and restates the
Amended and Restated Deferred Compensation Plan for Directors and sets
forth the second amended plan (the "Plan") below:

1. Purpose. The purpose of this Plan is to provide a
foundation for continued growth of the Company by strengthening its
capacity to attract and retain outstand-ing directors in continued
service.

2. Participants. All Directors of the Company are eligible
to participate in the Plan (the "Participant").
3. Participant's Election.

(a) For the purpose of this Plan, "compensation" shall
mean all fees paid by the Company to said Participant as a director or
officer of the Company (including any amount of such stipends and fees
which a Participant elects to defer under this Plan, but not including
amounts paid as expense reimbursement).

(b) For the year 1985, a Participant, by filing a
written election with the Treasurer on or before October 3l, may elect
not to receive a part or (but not to exceed $20,000 per year) all of the
compensation that would have otherwise been paid during the remainder of
the year.

(c) For the year 1986, and each year thereafter, a
Participant, by filing a written election with the Treasurer on or
before December 31 of the preceding year, (except as herein provided)
may elect not to receive a part or all of the compensation (not to
exceed $20,000 per year for 1993, and $45,000 per year thereafter) that
other-wise would have been paid during such year. For the year 1994
only, a Participant who previously elected not to receive $20,000 of the
compensation that otherwise would have been paid during 1994, may elect
not to receive up to an additional $25,000 of future 1994 compensation,
by filing an additional written election with the Treasurer on or after
the effective date of this amendment, January 18, 1994, but not later
than February 1, 1994, provided that, such additional election for 1994
shall be subject to the same election of Growth Percentage and time and
manner of dis-tribution that the Participant originally elected on or
before December 31, 1993.

(d) Individuals who first become eligible to participate
in this Plan after the election dates specified above, by filing a
written election with the Treasurer before becoming eligible to
participate, may elect not to receive a part or all of the compen-sation
that would have otherwise been paid during the remainder of such year.

(e) An election shall not be effective unless the
Participant also specifies the manner in which the account will be
distributed (see Section 5) and whether the Growth Percentage shall be
fixed or floating (see Section 4). Fixed Growth Percentage shall be
available only for directors who are less than 68 years old at time of
election.

(f) Any election to defer compensation under this
section shall be irrevoc-able for that year or the remainder of that
year (or longer in the case of fixed Growth Percentage) and may not be
cancelled for any reason except that if the Board of Directors of the
Company or any committee appointed by it (the "Board") amends the Plan
pursuant to Section 11, the Participant may elect, prior to the
effective date of such amendment, to discontinue contributions for the
remainder of the year (or other election period) commencing with the
effective date of such amendment. If the Company shall hereafter amend
the Plan to modify the maximum amount of deferral (see Section 3(c)) or
the Growth Percentage option (see Section 4), a Partici-pant affected by
such change may elect that such modified provisions shall apply to the
deferral of compensation to be paid during the remainder of the year (or
other election period) commencing fifteen days after the date on which
the amendment was adopted.

(g) If Participant's deferral or deferrals under this
Plan result in a reduction in benefits otherwise payable under the
Company's Employees' Retirement Plan, the Company will, in addition to
the payments otherwise due under this Plan, pay the amount of such
reduction at the times and in the manner that such Retirement Plan
benefits would have been paid if the Participant had not made any
deferrals under this Plan.

(h) The Company acknowledges that the deferred
compensation provided hereunder constitutes an important and integral
portion of the Participant's finan-cial and retirement planning and that
in reliance on the availability of these bene-fits, Participant will
forego obtaining benefits from other sources.
4. Deferral Account.

(a) The Company shall establish a bookkeeping account
(the "Deferral Account") for each Participant to record the amounts
deferred according to the provisions of Section 3. The Company shall
make a credit to each Participant's Deferral Account equal to the
portion of the compensation designated in the Deferred Compensation
Election Form. Such credit shall be made at the times that payment to
the Participant of current compensation would have been made if the
deferral had not been elected hereunder.

(b) If the Participant shall elect a floating Growth
Percentage (hereinafter defined), the Company shall also make a credit
to each such Participant's Deferral Account on the last day of each
month by an amount equal to a percentage (the "Growth Percentage") of
the balance recorded in the account as of the fifteenth day of said
month. The Growth Percentage shall equal one-twelfth of the average
annual yield on Public Utility Bonds as determined by Moody's Investors
Service and published in the issue of "Moody's Public Utility" issued
closest to the fifteenth day of said month, or such other Growth
Percentage as the Board may from time to time determine to be
substantially equivalent to the average annual yield on Public Utility
Bonds as determined by Moody's Investors Service. The rating level to
be used for computing the Growth Percentage for each deferral shall be
the Company's rating at the time the deferral election is executed.

(c) If the Participant shall elect a fixed Growth
Percentage, such as may, from time to time, be offered by the Company,
the Participant shall so signify on his Deferred Compensation Election
Form and Growth Percentages will be credited to such Participant's
account in accordance with the terms and schedule as shown on the
Deferred Compensation Election Form executed by the Participant.

(d) As close to the end of each calendar year as
possible, the Company shall provide each Participant with a statement
setting forth the Deferral Account balance.

5. Distribution of Deferral Account. Upon (a) the
termination of a Partici-pant's service as a director for any reason,
whether by death, disability, retirement or resignation (hereinafter
collectively the "Termination Date"), or (b) during the course of the
Participant's service as a director, the Company shall pay to the Parti-
cipant the balance then credited to the account, in the amount and at
the times indicated by the Participant in writing at the time of
executing the Deferred Com-pensation Election Form, provided that, if
the Participant has executed a Deferred Compensation Election Form
indicating that payment shall be made before his or her Termination
Date, no such election shall be for a deferral period of less than three
(3) years.

At the request of a Participant because of that Participant's
hardship or disability, the Board may, in its sole discretion, vary the
manner and time for making any of the aforementioned distributions of
the Deferral Account. However, neither a Par-ticipant nor the Board may
defer the distribution of the Deferral Account more than ten years from
the Termination Date.

During the period of time that payments are being made to a
Participant who has elected a floating Growth Percentage, the Growth
Percentage shall be applied to the unpaid balance of the Deferral
Account in the manner prescribed herein, and the resulting growth amount
shall be paid to the Participant upon the due date of the next regular
distribution payment. Participants who elect a fixed Growth Per-centage
will be paid in accordance with the provisions of the Deferred Compensa-
tion Election Form.

6. Nature of Accounts. All amounts credited to Deferral
Accounts shall remain the sole property of the Company and shall be
usable by it as a part of its general funds for any legal purpose
whatever. The Deferral Account shall exist only for the purpose of
facilitating the computation of benefits hereunder. Nothing contained in
this Plan and no action taken pursuant to the provisions of this Plan
shall create or be construed to create a trust or escrow of any kind, or
a fiduciary relationship between the Company and the Participant, the
designated beneficiary or any other person. To the extent that any
person acquires a right to receive payments from the Company under this
Plan, such right shall be no greater than the right of any unsecured
general creditor of the Company.

7. Beneficiary Designation. A Participant may designate a
beneficiary to re-ceive, in the event of Participant's death all amounts
which are then and thereafter payable under the Plan. Beneficiaries
shall receive such amounts in accordance with the Participant's
specifications (see Section 5). Such designation and any subsequent
changes thereto shall be made in writing and filed with the Treasurer.
In the event of the Participant's death prior to receipt of the total
Deferral Account and without so designating a beneficiary, the balance
of said Deferral Account shall be paid to Participant's spouse, if then
living, otherwise to Participant's estate in accordance with the
election made pursuant to Section 5.

8. Nontransferability. No right to payment under this Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge the same shall be void. No right to
payment shall, in any manner, be liable for or subject to the debts,
contracts, liabilities or torts of the person entitled thereto. If, at
the time when payments are to be made hereunder, Participant or the
beneficiary are in-debted to the Company, then any payments remaining to
be made hereunder may, at the discretion of the Company, be reduced by
the amount of such indebtedness. An election by the Company not to
reduce such payments shall not constitute a waiver of its claim for such
indebtedness.

9. Plan Interpretation. The Board shall have full power and
authority to interpret, construe and administer this Plan, and the
Board's interpretations and construction thereof, and actions
thereunder, including any valuation of the Deferral Account, or the
amount or recipient of the payment to be made therefrom, shall be
binding and conclusive on all persons for all purposes. No member of
the Board shall be liable to any person for any action taken or omitted
in connection with the interpretation and administration of this Plan
unless attributable to that member's own willful misconduct or lack of
good faith.

10. Successors and Assigns. This Plan shall be binding upon
and inure to the benefit of the Company, its successors and assigns, and
the Participant and the Parti-cipant's heirs, executors, administrators
and legal representatives.

11. Amendment and Termination. The Board may, at its sole
discretion, at any time, amend or terminate this Plan with respect to
any future period, provided that in no event shall such amendment or
termination result in a reduction in benefits if the Participant has
completed the scheduled deferral of compensation. If the Participant
has not completed the scheduled deferral of compensation at the time of
the Plan amendment or termination, the Participant's benefits may be
reduced only on a pro rata basis computed on the proportion of deferrals
not yet made. Notice of any such amendment or termination shall be
given to the Parti-cipants not later than sixty (60) days before the
effective date(s) thereof.

12. Reorganization of the Company. The Company agrees that
it will not merge or consolidate with any other company, business,
corporation, partnership, or organization, and/or that it will not
permit any of its activities to be taken over unless and until the
succeeding or continuing corporation expressly assumes all rights,
duties, privileges and obligations herein set forth. In the event the
Company fails to comply with this provision, Participant shall be
entitled to benefits equal to one hundred twenty-five percent (125%) of
those benefits otherwise provided for herein.

13. Applicable Law. This Plan shall be construed in
accordance with and governed by the laws of the State of Vermont.

14. Arbitration. Any dispute or controversy arising under or
in connection with this Plan shall be settled exclusively by arbitration
in Burlington, Vermont, in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. In the event that
the Participant prevails and is awarded benefits or money damages by the
arbitrator, such benefits or money damages shall be equal to one hundred
twenty- five percent (125%) of the amount otherwise due under this Plan;
however, if the arbitrator finds that the Company acted in good faith,
such benefits or damages shall only be equal to one hundred percent
(100%) of the amount due under this Plan.

15. Attorney's Fees. The Company shall pay the Participant
all costs and ex-penses, including reasonable attorney's fees and
arbitration costs, incurred by the Participant in reasonably exercising
any of his/her rights hereunder or enforcing any terms, conditions or
provisions hereof.

ACKNOWLEDGMENT OF ARBITRATION This Plan contains an agreement to
arbitrate. After the Participant signs an election pursuant to this
Plan, the Company and the Participant understand that they will not be
able to bring a lawsuit concern-ing any dispute that may arise which is
covered by the arbitration agreement, unless it involves a question of
constitutional or civil rights. Instead, the Company and the
Participant agree to submit any such dispute to an impartial arbitrator.

IN WITNESS WHEREOF, the Company has caused this Amended and Restated
Plan to be executed by its duly authorized officer as of the 18th day of
January, 1994.
IN THE PRESENCE OF: GREEN MOUNTAIN POWER CORPORATION

/s/ Donna S. Laffan By: /s/ Douglas G. Hyde
Secretary Its President and
Chief Executive Officer

EXHIBIT 10-d-1c

GREEN MOUNTAIN POWER CORPORATION
SECOND AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
FOR CERTAIN OFFICERS

WHEREAS, Green Mountain Power Corporation (the "Company")
established a deferred compensation plan for certain officers and set
forth the terms of such plan by instrument dated September 6, 1985;

WHEREAS, on July 16, 1993, pursuant to Paragraph 11 of said
instrument, the Board of Directors of the Company exercised its ability
to amend the Deferred Compensation Plan for Certain Officers by adopting
the Amended and Restated Deferred Compensation Plan For Certain
Officers;

AND WHEREAS, the Board of Directors of the Company retained
the ability, in its sole discretion, under Paragraph 11 of said Amended
and Restated Plan, to amend the plan;

NOW THEREFORE, the Company hereby amends and restates the
Amended and Restated Deferred Compensation Plan for Certain Officers and
sets forth the second amended and restated plan (the "Plan") below:

1. Purpose.

The purpose of this Plan is to provide a foundation for
continued growth of the Company by strengthening its capacity to attract
and retain outstanding executives in key positions.
2. Participants.

An officer of the Company with one of the following titles,
or an officer or employee designated by resolution of the Board of
Directors, is eligible to participate in the Plan: President, Executive
Vice President, Senior Vice President, Vice President, Assistant Vice
President, General Counsel, Assistant General Counsel, Secretary,
Treasurer, Assistant Treasurer and Controller. A person once eligible
to participate in the Plan shall be known as a "Participant."
3. Participant's Election.

(a) For the purpose of this Plan, "compensation" shall
mean the salary paid by the Company to said Participant as an officer of
the Company (including any amount of such salary which a Participant
elects to defer under this Plan, but not including amounts credited to
gross pay under the Company's automobile policy).

(b) For the year 1985, a Participant, by filing a
written election with the Treasurer on or before October 31, may elect
not to receive a part or all (but not to exceed $20,000 per year) of the
compensation that would have otherwise been paid during the remainder of
the year.

(c) For the year 1986, and each year thereafter, a
Participant, by filing a written election with the Treasurer on or
before December 31 of the preceding year (except as herein provided),
may elect not to receive a part or all of the compensation (not to
exceed $20,000 per year through the year 1992, and $35,000 per year
thereafter) that otherwise would have been paid during such year. For
the year 1993 only, a Participant who previously elected not to receive
$20,000 of the compensation that otherwise would have been paid during
1993 may elect not to receive up to an additional $15,000 of future
1993 compensation, by filing an additional written election with the
Treasurer on or after the effective date of this amendment, July 16,
1993, but no later than August 1, 1993, provided that, such additional
election for 1993 shall be subject to the same election of Growth
Percentage and time and manner of distribution that the Participant
originally elected on or before December 31, 1992.

(d) Individuals who first become eligible to participate
in this Plan after the election dates specified above, by filing a
written election with the Treasurer before becoming eligible to
participate, may elect not to receive a part or all of the compensation
that would have otherwise been paid during the remainder of such year.

(e) An election shall not be effective unless the
Participant also specifies the manner in which the account will be
distributed (see Section 5) and whether the Growth Percentage shall be
fixed or floating (see Section 4). Fixed Growth Percentage shall only be
available for officers who are less than 61 years old at time of
election.

(f) Any election to defer compensation under this
section shall be irrevocable for that year or the remainder of that year
(or longer in the case of fixed Growth Percentage) and may not be
cancelled for any reason except that if the Board of Directors of the
Company or any committee appointed by it (the "Board") amends the Plan
pursuant to Paragraph 11, the Participant may elect, prior to the
effective date of such amendment, to discontinue contributions for the
remainder of the year (or other election period) commencing with the
effective date of such amendment. If the Company shall hereafter amend
the Plan to modify the maximum amount of deferral (see Paragraph 3(c))
or the Growth Percentage option (see Paragraph 4), a Participant
affected by such change may elect that such modified provisions shall
apply to the deferral of compensation to be paid during the remainder
of the year (or other election period) commencing fifteen days after the
date on which the amendment was adopted.

(h) The Company acknowledges that the deferred
compensation provided hereunder constitutes an important and integral
portion of the Participant's financial and retirement planning, and that
in reliance on the availability of these benefits, the Participant will
forego obtaining benefits from other sources.
4. Deferral Account.

(b) If the Participant shall elect a floating Growth
Percentage (hereinafter defined), the Company shall also make a credit
to each such Participant's Deferral Account on the last day of each
month by an amount equal to a percentage (the "Growth Percentage") of
the balance recorded in the account as of the fifteenth day of said
month. The Growth Percentage shall equal one-twelfth of the average
annual yield on Public Utility Bonds as determined by Moody's Investors
Service and published in the issue of "Moody's Public Utility" issued
closest to the fifteenth day of said month, or such other Growth
Percentage as the Board may from time to time determine to be
substantially equivalent to the average annual yield on Public Utility
Bonds as determined by Moody's Investors Service. The rating level to
be used for computing the Growth Percentage for each deferral, shall be
the Company's rating at the time the deferral election is executed.

(d) As close to the end of each calendar year as
possible, the Company shall provide each Participant with a statement
setting forth the Deferral Account balance.

5. Distribution of Deferral Account.

Upon the termination of a Participant's employment for any
reason, whether by death, disability, retirement or resignation
(hereinafter collectively the "Termination Date"), the Company shall pay
to the Participant the balance then credited to the account, in the
amount and at the times indicated by the Participant in writing at the
time of executing the Deferred Compensation Election Form.

At the request of a Participant because of that Participant's
hardship or disability, the Board may, in its sole discretion, vary the
manner and time for making any of the aforementioned distributions of
the Deferral Account. However, neither a Participant nor the Board may
defer the distribution of the Deferral Account more than ten years from
the Termination Date.

During the period of time that payments are being made to a
Participant who has elected a floating Growth Percentage, the Growth
Percentage shall be applied to the unpaid balance of the Deferral
Account in the manner prescribed herein, and the resulting growth amount
shall be paid to the Participant upon the due date of the next regular
distribution payment. Participants who elect a fixed Growth Percentage
will be paid in accordance with the provisions of the Deferred
Compensation Election Form.
6. Nature of Accounts.

All amounts credited to Deferral Accounts shall remain the
sole property of the Company and shall be usable by it as a part of its
general funds for any legal purpose whatever. The Deferral Account
shall exist only for the purpose of facilitating the computation of
benefits hereunder. Nothing contained in this Plan and no action taken
pursuant to the provisions of this Plan shall create or be construed to
create a trust or escrow of any kind, or a fiduciary relationship
between the Company and the Participant, the designated beneficiary or
any other person. To the extent that any person acquires a right to
receive payments from the Company under this Plan, such right shall be
no greater than the right of any unsecured general creditor of the
Company.

7. Beneficiary Designation.

A Participant may designate a beneficiary to receive, in the
event of Participant's death all amounts which are then and thereafter
payable under the Plan. Beneficiaries shall receive such amounts in
accordance with the Participant's specifications (see Section 5). Such
designation and any subsequent changes thereto shall be made in writing
and filed with the Treasurer. In the event of the Participant's death
prior to receipt of the total Deferral Account and without so
designating a beneficiary, the balance of said Deferral Account shall be
paid to Participant's spouse, if then living, otherwise to Participant's
estate in accordance with the election made pursuant to Section 5.
8. Nontransferability.

No right to payment under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge the same shall be void. No right to payment shall,
in any manner, be liable for or subject to the debts, contracts,
liabilities or torts of the person entitled thereto. If, at the time
when payments are to be made hereunder, Participant or the beneficiary
are indebted to the Company, then any payments remaining to be made
hereunder may, at the discretion of the Company, be reduced by the
amount of such indebtedness. An election by the Company not to reduce
such payments shall not constitute a waiver of its claim for such
indebtedness.
9. Plan Interpretation.

The Board shall have full power and authority to interpret,
construe and administer this Plan, and the Board's interpretations and
construction thereof, and actions thereunder, including any valuation of
the Deferral Account, or the amount or recipient of the payment to be
made therefrom, shall be binding and conclusive on all persons for all
purposes. No member of the Board shall be liable to any person for any
action taken or omitted in connection with the interpretation and
administration of this Plan unless attributable to that member's own
willful misconduct or lack of good faith.
10. Successors and Assigns.

This Plan shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and the Participant and the
Participant's heirs, executors, administrators and legal
representatives.
11. Amendment and Termination.

The Board may, at its sole discretion, at any time, amend or
terminate this Plan with respect to any future period, provided that in
no event shall such amendment or termination result in a reduction in
benefits if the Participant has completed the scheduled deferral of
compensation. If the Participant has not completed the scheduled
deferral of compensation at the time of the Plan amendment or
termination, the Participant's benefits may be reduced only on a pro
rata basis computed on the proportion of deferrals not yet made. Notice
of any such amendment or termination shall be given to the Participants
not later than sixty (60) days before the effective date(s) thereof.
12. Reorganization of the Company.

The Company agrees that it will not merge or consolidate with
any other company, business, corporation, partnership, or organization,
and/or that it will not permit any of its activities to be taken over
unless and until the succeeding or continuing corporation or business
entity expressly assumes all rights, duties, privileges and obligations
herein set forth. In the event the Company fails to comply with this
provision, the Participant shall be entitled to benefits equal to one
hundred twenty-five percent (125%) of those benefits otherwise provided
for herein.
13. Applicable Law.

This Plan shall be construed in accordance with and governed
by the laws of the State of Vermont.
14. Arbitration.

Any dispute or controversy arising under or in connection
with this Plan shall be settled exclusively by arbitration in
Burlington, Vermont in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. In the event that
the Participant prevails and is awarded benefits or money damages by the
arbitrator, such benefits or damages shall be equal to one hundred
twenty-five percent (125%) of the amount otherwise due under this Plan;
however, if the arbitrator finds that the Company acted in good faith,
such benefits or damages shall only be equal to one hundred percent
(100%) of the amount due under this Plan.
15. Attorney's Fees.

The Company shall pay the Participant all costs and expenses,
including reasonable attorney's fees and arbitration costs, incurred by
the Participant in reasonably exercising any of his/her rights
hereunder, or in enforcing any terms, conditions, or provisions hereof.

ACKNOWLEDGMENT OF ARBITRATION This Plan contains an agreement to
arbitrate. After the Participant signs an election pursuant to this
Plan, the Company and Participant understand that they will not be able
to bring a lawsuit concerning any dispute that may arise which is
covered by the arbitration agreement, unless it involves a question of
constitutional or civil rights. Instead, the Company and the
Participant agree to submit any such dispute to an impartial arbitrator.

IN WITNESS WHEREOF, the Company has caused this Second Amended and
Restated Deferred Compensation Plan for Certain Officers to be executed
by its duly authorized officer as of the 16th day of July, 1993.

IN THE PRESENCE OF: GREEN MOUNTAIN POWER CORPORATION
/s/ C. L. Dutton By: /s/ Douglas G. Hyde
Secretary Douglas G. Hyde
Its President and
Chief Executive Officer

EXHIBIT 10-d-1d

Amendment No. 93-1

To The Deferred Compensation Plan For Certain Officers

As Amended and Restated Effective July 16, 1993
____________________________________________________

Effective December 8, 1993, the first paragraph of Section 5 of
said Plan shall be amended to read as follows:

********************

5. Distribution of Deferral Account.
Upon (a) the termination of a Participant's employment
for any reason, whether by death, disability, retirement or
resignation (hereinafter collectively the "Termination Date"),
or (b) during the course of the Participant's employment, the
Company shall pay to the Participant the balance then credited
to the account, in the amount and at the times indicated by
the Participant in writing at the time of executing the
Deferred Compensation Election Form, provided that, if the
Participant has executed a Deferred Compensation Election Form
indicating that payment shall be made before his or her
Termination Date, no such election shall be for a deferral
period of less than three (3) years. The provisions of
subparagraph (b) of this section shall be effective with
respect to all Deferred Compensation Forms executed with
respect to compensation for calendar years after 1993.

********************

In witness whereof, the Company has caused this Amendment to be
executed by its duly elected officer this 22nd day of December 1993.

GREEN MOUNTAIN POWER CORPORATION

By: /s/Douglas G. Hyde
Its President & Chief Executive Officer

Attest:

/s/ Donna S. Laffan
Witness (seal)

(Board of Directors: 12/8/93)