SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GREEN MOUNTAIN POWER CORPORATION
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
1) Amount previously paid: _________________________________________________
2) Form, Schedule or Registration No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
[LOGO]
25 GREEN MOUNTAIN DRIVE
P.O. BOX 850
SOUTH BURLINGTON, VERMONT 05402
April 15, 1997
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Green Mountain Power Corporation, which will be held at the headquarters
building, 25 Green Mountain Drive, South Burlington, Vermont, on Thursday, May
15, 1997, at 10:00 a.m., EDST. The accompanying Notice of Meeting and Proxy
Statement describe the matters to be acted on at the Meeting.
For your convenience, a map showing the location of the corporate
headquarters is printed on the reverse side of this letter.
Regardless of the number of shares you own, it is important that your shares
be represented at the Meeting. We hope that you will be able to attend
personally and urge you to do so if it is at all possible. In any event, we ask
that you sign and complete the enclosed proxy and return it to us promptly. If
you are able to attend the Meeting, you may revoke the proxy at that time and
vote your shares personally. If for any reason you are not able to attend the
Meeting, your signed proxy will assure proper representation of your ownership
interests in Green Mountain Power Corporation.
We urge you to read the accompanying materials carefully before voting on the
matters to be considered at the Meeting.
Commencing at 9:00 a.m., prior to the Meeting, refreshments will be served.
You are encouraged to arrive in sufficient time to complete registration before
the Meeting convenes at 10:00 a.m.
To help us to plan for the Meeting, we would appreciate your completing the
enclosed reply card and returning it to us.
Thank you for your continued interest in Green Mountain Power Corporation.
Sincerely,
DOUGLAS G. HYDE
President and
Chief Executive Officer
<PAGE>
[GRAPHIC OMITTED]
MAP
<PAGE>
[LOGO]
25 GREEN MOUNTAIN DRIVE
P.O. BOX 850
SOUTH BURLINGTON, VERMONT 05402
NOTICE OF MEETING
To the Shareholders of
Green Mountain Power Corporation:
Notice is hereby given that the Annual Meeting of Shareholders of Green
Mountain Power Corporation will be held at the headquarters building, 25 Green
Mountain Drive, South Burlington, Vermont, on Thursday, May 15, 1997, at 10:00
o'clock in the forenoon (Eastern Daylight Savings Time), for the following
purposes:
Item 1. To elect three Class II Directors to serve until the Annual Meeting of
Shareholders in 2000; and
Item 2. To vote on such other matters as may properly come before the Meeting
and any and all adjournments thereof;
all as set forth in the Proxy Statement accompanying this notice.
Only holders of record of Common Stock as shown on the stock transfer books
of Green Mountain Power Corporation at the close of business on March 27, 1997,
will be entitled to vote at the Meeting or any adjournments thereof.
By Order of the Board of Directors,
DONNA S. LAFFAN
Secretary
Date: April 15, 1997
IMPORTANT
If you cannot be present and desire to have your stock voted at the Meeting,
please MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY in the envelope provided.
<PAGE>
PROXY STATEMENT
GREEN MOUNTAIN POWER CORPORATION
25 GREEN MOUNTAIN DRIVE
P.O. BOX 850
SOUTH BURLINGTON, VERMONT 05402
----------
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1997
----------
April 15, 1997
PROXY AND SOLICITATION
The accompanying proxy is solicited on behalf of the Board of Directors of
Green Mountain Power Corporation (the "Company") for use at the Annual Meeting
of Shareholders of the Company to be held on Thursday, May 15, 1997, and at any
and all adjournments thereof. This proxy statement and the accompanying form of
proxy are being sent to the shareholders on or about April 15, 1997.
The cost of soliciting proxies by the Board of Directors will be borne by the
Company, including the charges and expenses of brokers and others for sending
proxy material to beneficial owners of Common Stock. In addition to the use of
the mails, proxies may be solicited by personal interview, by telephone or by
telegraph by certain of the Company's employees without compensation therefor.
The Company has retained Morrow & Co. to assist in the solicitation of proxies
at an estimated cost of $5,000, plus reimbursement of reasonable out-of-pocket
expenses.
Shareholders who execute proxies retain the right to revoke them by notifying
the Corporate Secretary by mail at the above address or in person at the Annual
Meeting before they are voted. A proxy in the accompanying form when it is
returned properly executed will be voted at the Annual Meeting in accordance
with the instructions given, and if no instructions are given, the proxy will be
voted in accordance with the recommendation of the Board of Directors.
STOCK OUTSTANDING AND VOTING RIGHTS
On March 27, 1997, the record date for the Annual Meeting, the Company had
5,037,064 outstanding shares of Common Stock (excluding 15,856 of such shares
held by the Company as Treasury Stock), which is the only class of stock
entitled to vote at the Annual Meeting. Each holder of record of Common Stock on
the record date is entitled to one vote for each share of Common Stock so held.
The affirmative vote by the holders of a majority of the shares represented
at the Annual Meeting is required for the election of Class II Directors (Item 1
herein).
Abstentions and broker non-votes (when shares are represented at the Annual
Meeting by a proxy specifically conferring only limited authority to vote on
particular matters) will not be counted as votes in favor of or opposed to Item
1.
The shares of Common Stock represented by each properly executed proxy
received by the Board of Directors will be voted at the Annual Meeting in
accordance with the instructions specified therein. If no instructions are
specified, such shares of Common Stock will be voted FOR the election of
nominees for Class II Directors (Item 1 herein). The Board of Directors knows of
no other business to come before the Annual Meeting. However, if any other
matters are properly presented at the Annual Meeting, or any adjournment
thereof, the persons voting the proxies will vote them in accordance with their
best judgment. Any proxy may be revoked by notifying the Secretary of the
Company in writing at any time prior to the voting of the proxy.
<PAGE>
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 1997, information relating to
the ownership of the Company's Common Stock by each Director, by each of the
Executive Officers named in the Summary Compensation Table and by all Directors
and Executive Officers as a group.
COMMON STOCK
BENEFICIALLY
OWNED(1)
--------------------
Robert E. Boardman.............................. 1,486
Nordahl L. Brue................................. 2,977(2)
William H. Bruett............................... 1,400
Merrill O. Burns................................ 1,928
Lorraine E. Chickering.......................... 398
John V. Cleary.................................. 2,580
Richard I. Fricke............................... 4,000(3)
Douglas G. Hyde................................. 12,790(4)
Euclid A. Irving................................ 693
Martin L. Johnson............................... 1,254
Ruth W. Page.................................... 1,187(5)
Thomas P. Salmon................................ 1,270
Christopher L. Dutton........................... 3,717(6)
Edwin M. Norse.................................. 1,197
A. Norman Terreri............................... 3,246(7)
Stephen C. Terry................................ 3,201(8)
All Directors and Executive Officers as a group
(27 persons).................................... 54,670
(1) Each listed individual exercises sole voting and investment power over all
of the shares of Common Stock beneficially owned, except as noted herein
below. As of March 31, 1997, no Director, nominee or listed Executive
Officer owned beneficially as much as 1% of the Company's outstanding
Common Stock.
(2) Mr. Brue owns 2,811 of these shares directly. The remaining 166 shares are
owned by Mr. Brue's children for whom Mr. Brue serves as custodian; Mr.
Brue disclaims any other beneficial interest in the 166 shares owned by his
children.
(3) Mr. Fricke owns 3,500 of these shares directly. His wife owns the remaining
500 of these shares; Mr. Fricke disclaims any other beneficial interest in
the 500 shares owned by his wife.
(4) Mr. Hyde owns 12,390 of these shares directly. His wife owns the remaining
400 of these shares; Mr. Hyde disclaims any other beneficial interest in
the 400 shares owned by his wife.
(5) Mrs. Page owns 987 of these shares directly. Her husband owns the remaining
200 of these shares; Mrs. Page disclaims any other beneficial interest in
the 200 shares owned by her husband.
(6) Mr. Dutton owns 3,637 of these shares directly. The remaining 80 are owned
by Mr. Dutton's children for whom Mr. Dutton's wife serves as custodian;
Mr. Dutton disclaims any other beneficial interest in the 80 shares owned
by his children.
(7) Mr. Terreri owns 2,841 of these shares directly. His wife owns the
remaining 405 of these shares; Mr. Terreri disclaims any other beneficial
interest in the 405 shares owned by his wife. Mr. Terreri retired from the
Company effective January 1, 1997.
(8) Mr. Terry owns 3,171 of these shares directly. His wife owns the remaining
30 of these shares; Mr. Terry disclaims any other beneficial interest in
the 30 shares owned by his wife.
As of March 31, 1997, all Directors and Executive Officers of the Company as
a group (consisting of 27 persons) beneficially owned an aggregate of 54,670
shares (or approximately 1.1% of the outstanding shares) of Common Stock.
The Company was informed by statements filed on Schedule 13G that the
investment advisor listed in the table below was the beneficial owner of 5% or
more of the Company's outstanding Common Stock. The table sets forth information
concerning such ownership as of December 31, 1996.
2
<PAGE>
NAME AND ADDRESS OF AMOUNT OF OUTSTANDING % OF OUTSTANDING
BENEFICIAL OWNER SHARES BENEFICIALLY OWNED COMMON STOCK
- ------------------------------- ------------------------- ----------------
Dimensional Fund Advisors, Inc.... 268,729 5.4%
1299 Ocean Avenue -- 11th Floor
Santa Monica, CA 90401
Dimensional Fund Advisors, Inc. is an investment advisor and is deemed to
have beneficial ownership of 268,729 shares of the Company's Common Stock.
According to its Schedule 13G filed with the Securities and Exchange Commission
on February 5, 1997, Dimensional Fund Advisors, Inc. exercises sole dispositive
power over 268,729 shares, sole voting power over 228,329 shares and shared
voting power over 40,400 shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's Directors and Executive Officers are required under Section
16(a) of the Securities Exchange Act of 1934 to file reports of ownership and
changes in ownership of the Company's Common Stock with the Securities and
Exchange Commission and the New York Stock Exchange. Based on a review of those
reports and written representations from the Directors and Executive Officers,
the Company believes that during 1996 all requirements applicable to Directors
and Executive Officers have been complied with.
ITEM 1. ELECTION OF DIRECTORS
Effective as of the upcoming Annual Meeting, the Bylaws of the Company have
been amended to reduce the size of the Board of Directors from 12 to 11 members.
The Board of Directors is divided into three classes, as nearly equal in number
as possible. Each class serves three years, with the terms of office of the
respective classes expiring in successive years. The term of office of Directors
in Class II expires at the 1997 Annual Meeting. Mr. Boardman, currently serving
as a Class II Director, has decided not to stand for reelection to the Board of
Directors. The Company wishes to thank Mr. Boardman for his many years of
service to the Company. The Board of Directors proposes that the nominees
described below, all of whom are currently serving as Class II Directors, be
elected to Class II for a new term of three years and until their successors are
duly elected and qualified. The Board of Directors has no reason to believe that
any of the nominees will not serve if elected, but if any of them should become
unavailable to serve as a Director, and if the Board of Directors designates a
substitute nominee, the persons named as proxies will vote for the substitute
nominee designated by the Board of Directors.
Directors will be elected by a majority of the votes cast at the Annual
Meeting. If elected, all nominees are expected to serve until the 2000 Annual
Meeting and until their successors are duly elected and qualified.
3
<PAGE>
The name of each nominee for Director, and the Directors continuing in
office, his or her principal occupation for the previous five years, his or her
other positions with the Company, and his or her age and period of service as a
Director of the Company are set forth below.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES FOR DIRECTOR LISTED BELOW.
CLASS II
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
(TERM EXPIRING IN 2000)
<TABLE>
<CAPTION>
DIRECTOR
SINCE
----------
<S> <C> <C>
Merrill O. Burns Partner, Mitchell Madison Group since October 1996; Senior 1988
Vice President And Executive Corporate Development Officer,
BankAmerica Corporation from 1991 to October 1996. (50)
Douglas G. Hyde President, Chief Executive Officer and Chairman of the 1986
Executive Committee of the Company since 1993; Executive Vice
President and Chief Operating Officer of the Company from
1989 to 1993; Director of Vermont Yankee Nuclear Power
Corporation, of Vermont Electric Power Company, Inc., of
Edison Electric Institute and of The Howard Bank; Vice
Chairman and Director of the Vermont Business Roundtable;
Chairman of the Advisory Committee of the Vermont School
Leadership Project. (54)
Ruth W. Page Writer, Editor and Radio Commentator; past member of the 1985
Northeast Energy Council of the United States Department of
Energy. (76)
</TABLE>
CLASS I
DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING IN 1999)
<TABLE>
<CAPTION>
<S> <C> <C>
William H. Bruett Senior Vice President, Group Product Manager of PaineWebber, 1986
Inc.; Director of PaineWebber Trust Co. and Chairman of
PaineWebber International Bank Ltd., London, subsidiaries of
PaineWebber Group, Inc., since 1990. (53)
Richard I. Fricke Director Emeritus of National Life Insurance Company; 1984
Director of Sentinel Group Funds, Inc. and of Sentinel
Pennsylvania Tax-Free Fund, Inc. from 1977 to 1995, Chairman
of those funds from 1977 to 1983; Retired Chairman of the
Board and Chief Executive Officer of National Life Insurance
Company; Fellow of the American Bar Foundation; Member of the
Board of Overseers, Middlebury College, of the Cornell
University Council and of the Cornell Law School Advisory
Council. (75)
Martin L. Johnson President of The Johnson Company (environmental and 1991
engineering consultants) since 1978; Secretary of the State
of Vermont Agency of Environmental Conservation from 1973 to
1978. (69)
4
<PAGE>
Thomas P. Salmon Chairman of the Board of the Company since 1983; President of 1978
the University of Vermont since 1993; Interim President of
the University of Vermont from 1991 to 1993; On leave from
Salmon and Nostrand, Attorneys, Bellows Falls, Vermont;
Governor of the State of Vermont from 1973 to 1977; Director
of Vermont Electric Power Company, Inc., of National Life
Insurance Company, of Union Mutual Insurance Company and of
BankNorth Group, Inc. (64)
</TABLE>
CLASS III
DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING IN 1998)
<TABLE>
<CAPTION>
<S> <C> <C>
Nordahl L. Brue Principal, Champlain Management Services, Inc. (real estate 1992
development and management services); Principal, Waterbury
Holdings, LLC (specialty food manufacturing and distribution
business); Director of BankNorth Group, Inc. and of Quality
Dining, Inc.; Stockholder, Sheehey Brue Gray & Furlong, P.C.,
Attorneys, Burlington, Vermont; Director and Officer of
Vermont Business Roundtable; Member of the Governor's Council
of Economic Advisors. (52)
Lorraine E.
Chickering President of Public and Operator Services of Bell Atlantic 1994
Corporation since 1993; Vice President, Quality, and Vice
President, Operations and Engineering of Chesapeake and
Potomac Telephone Company, a subsidiary of Bell Atlantic
Corporation, from 1991 to 1993. (46)
John V. Cleary Retired Chief Executive Officer and President of the Company; 1980
Chief Executive Officer, President and Chairman of the
Executive Committee of the Company from 1983 to 1993. (68)
Euclid A. Irving Partner, Paul, Hastings, Janofsky & Walker, Attorneys, New 1993
York, New York, since 1990. (44)
</TABLE>
BOARD COMPENSATION, OTHER RELATIONSHIPS,
MEETINGS AND COMMITTEES
COMPENSATION
During 1996, each Director of the Company, except the President, earned an
annual fee of $9,500 for service as a Director. In addition to the annual fee,
the Chairman of the Board earned $22,500 for service as Chairman of the Board in
1996. The President was not paid any fees for service as a Director. The
Chairmen of the Audit, Compensation, Nominating, Special Issues and Subsidiaries
Oversight Committees earned annual fees of $2,500 each for service in such
capacity. The President, who is Chairman of the Executive Committee, was not
paid any fee for service in such capacity. For attendance at meetings of the
Board of Directors and of all committees of the Board, Directors, other than the
President, earned $650 for each meeting attended in person (plus $350 for any
meeting that occurred on the same day as another meeting) and $350 for
participation by means of conference telephone. Travel and lodging expenses
incurred by Directors attending Board or committee meetings are paid by the
Company. The Company also maintains a Deferred Compensation Plan for Directors
pursuant to which Directors may defer receipt of all or part of the fees
otherwise payable to them for service as Directors plus accrued interest
thereon.
OTHER RELATIONSHIPS
Mr. Nordahl L. Brue, a Director of the Company, is a stockholder in the law
firm of Sheehey Brue Gray & Furlong, P.C. In prior years, the Company has
retained the services of Sheehey Brue Gray & Furlong, P.C. as special counsel
and has retained Sheehey Brue Gray & Furlong, P.C. to represent the Company in
certain matters during 1997. The Company paid Sheehey Brue Gray & Furlong, P.C.
$121,430 for legal services rendered in 1996.
5
<PAGE>
Mr. Martin L. Johnson, a Director of the Company, is President and majority
owner of The Johnson Company, Inc., an environmental science and engineering
consulting firm. The Company paid The Johnson Company, Inc. $68,389 to assist
with environmental matters.
MEETINGS OF THE BOARD
During 1996, the Board of Directors held eight regular meetings and three
special meetings. During such year, no Director attended less than 80% of the
aggregate number of meetings of the Board of Directors and the committees on
which such Director served.
COMMITTEES OF THE BOARD
The Board of Directors has six standing committees: an Executive Committee,
an Audit Committee, a Nominating Committee, a Compensation Committee, a Special
Issues Committee and a Subsidiaries Oversight Committee. Members of the
Committees are appointed annually by the Board of Directors.
The Executive Committee is vested with the powers of the Board of Directors
in the management of the current and ordinary business of the Company, except as
otherwise provided by law. The present members of the Executive Committee are
Douglas G. Hyde, Chairman, William H. Bruett, Merrill O. Burns, John V. Cleary,
Richard I. Fricke and Thomas P. Salmon. During 1996, the Executive Committee did
not meet.
The Audit Committee annually recommends to the Board of Directors the
appointment of independent public accountants of the Company, reviews the scope
of audits and receives, reviews and takes action deemed appropriate with respect
to audit reports submitted and other audit matters. The present members of the
Audit Committee are Richard I. Fricke, Chairman, William H. Bruett, Merrill O.
Burns, Lorraine E. Chickering, Euclid A. Irving, Martin L. Johnson and Ruth W.
Page. The Audit Committee met twice during 1996.
In February 1997, the Nominating Committee was renamed. The newly renamed
Governance Committee is charged with the responsibility to recommend to the
Board of Directors persons selected by the Committee for nomination to the Board
of Directors. The Committee also reviews the Company's organizational plans and
activities to assure the development and continuity of management leadership.
The present members of the Governance Committee are William H. Bruett, Chairman,
Nordahl L. Brue, John V. Cleary, Douglas G. Hyde, Martin L. Johnson, Ruth W.
Page and Thomas P. Salmon. This Committee did not meet during 1996. The
Governance Committee will consider nominees recommended by shareholders. The
names of any such nominees should be forwarded to the Corporate Secretary, Green
Mountain Power Corporation, 25 Green Mountain Drive, P.O. Box 850, South
Burlington, Vermont 05402, who will submit them to the Governance Committee for
its consideration.
The Compensation Committee is charged with the responsibility of reviewing
and making recommendations to the Board of Directors regarding the annual
salaries of Officers and incentive awards of Officers and key management
personnel of the Company, recommending to the Board of Directors any needed
revisions to the compensation of Officers and of otherwise assisting the Board
of Directors in discharging its responsibilities in connection with the
compensation of Officers. The present members of the Compensation Committee are
Merrill O. Burns, Chairman, Robert E. Boardman, William H. Bruett, Lorraine E.
Chickering, Richard I. Fricke, Euclid A. Irving and Thomas P. Salmon. The
Compensation Committee met four times during 1996.
The Special Issues Committee addresses unusual, extraordinary or
miscellaneous issues that confront the Company from time to time. The present
members of the Special Issues Committee are John V. Cleary, Chairman, Nordahl L.
Brue, Douglas G. Hyde, Euclid A. Irving and Thomas P. Salmon. The Special Issues
Committee met three times during 1996.
The Subsidiaries Oversight Committee oversees the non-utility operations of
the Company. The present members of the Subsidiaries Oversight Committee are
Martin L. Johnson, Chairman, and Euclid A. Irving. The Subsidiaries Oversight
Committee met five times during 1996.
6
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation earned by the
Executive Officers named in the table (the "Named Executive Officers") for
services rendered to the Company during fiscal years 1996, 1995 and 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION (1) COMPENSATION
- ------------------------------------------------------------------------------------------------------------
AWARDS
--------------------------------------------------------------------------
OTHER RESTRICTED
INCENTIVE ANNUAL STOCK ALL OTHER
AWARDS COMPENSATION AWARD(S) COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY (2) (4) (3) (5)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas G. Hyde 1996 $228,549 $ -- $ 6,762 $ -- $4,711
President and Chief 1995 $215,754 $35,374 $ 3,888 $35,374 $5,545
Executive Officer 1994 $206,468 $56,930 $21,337 $56,929 $6,144
A. Norman Terreri (6) 1996 $165,019 $ -- $ 5,031 $ -- $5,649
Executive Vice President and 1995 $161,344 $26,458 $ 2,886 $26,458 $5,630
Chief Operating Officer 1994 $153,839 $42,240 $20,837 $42,238 $5,211
Edwin M. Norse 1996 $146,865 $ -- $ 1,932 $ -- $4,900
Vice President and General 1995 $139,520 $21,414 $ 1,185 $10,707 $4,623
Manager, Energy Resources
and Sales 1994 $120,247 $31,672 $20,837 $15,836 $4,192
Christopher L. Dutton 1996 $129,654 $ -- $ 1,774 $ -- $4,466
Vice President, Finance and 1995 $125,703 $19,272 $ 1,098 $ 9,636 $4,284
Administration, Chief Financial
Officer and Treasurer 1994 $112,102 $29,326 $20,837 $14,664 $3,543
Stephen C. Terry 1996 $130,539 $ -- $ 1,682 $ -- $4,422
Vice President and General 1995 $123,476 $18,966 $ 1,023 $ 9,483 $4,154
Manager, Retail Energy Services 1994 $103,717 $27,324 $21,337 $13,663 $3,731
</TABLE>
(1) Amounts shown include salary and incentive awards earned by the Named
Executive Officers on the basis of the Company's operating results in 1994
and 1995, as well as amounts earned but deferred at the election of those
officers. The amount of the incentive awards to be awarded for 1996 has not
yet been determined.
(2) In 1994, the Company adopted the Compensation Program for Officers and
Certain Key Management Personnel (the "Compensation Program"). Payments made
in the last three years under the Compensation Program based on the
Company's and the participants' performance in those years are set forth in
the Incentive Awards column of this Summary Compensation Table.
(3) The restricted share awards for 1994 and 1995 were made in accordance with
the Company's Compensation Program and are reflected at the fair market
value of such shares on the date of grant, without consideration of
restrictions on such shares. No restricted share awards have yet been made
for 1996. See Compensation Committee Report. Regular quarterly dividends are
paid on the shares and reported as part of Other Annual Compensation. At
December 31, 1996, the aggregate number of shares and the value of all
restricted stock holdings, based on the market value of the shares at
December 31, 1996, without giving effect to the diminution of value
attributed to the restrictions on such stock, of Messrs. Hyde, Terreri,
Norse, Dutton, and Terry, respectively, were 3,516 shares, $83,945; 2,617
shares, $62,481; 1,010 shares, $24,114; 926 shares, $22,108; and 881 shares,
$21,034.
(4) The 1995 and 1996 amounts shown in this column represent dividends paid on
restricted shares awarded under the Compensation Program. The 1994 amounts
shown in this column represent a one-time payment to each of the Named
Executive Officers for purchase of their Company assigned vehicle in
conjunction with the elimination of Company provided vehicles.
(5) The total amounts shown in this column for the last fiscal year consist of
the following: (i) Premiums attributable to Company-owned life insurance
policies: Mr. Hyde $1,181, Mr. Terreri $2,074, Mr. Norse $494, Mr. Dutton
$576, and Mr. Terry $506. (ii) Company matching contributions to the
Employee Savings and Investment Plan: Mr. Hyde $3,530, Mr. Terreri $3,575,
Mr. Norse $4,406, Mr. Dutton $3,890, and Mr. Terry $3,916.
(6) Mr. Terreri retired from the Company effective January 1, 1997.
7
<PAGE>
VARIABLE COMPENSATION PLAN AWARDS FOR 1996 PERFORMANCE
As of April 1997, the Compensation Committee of the Board of Directors has
not determined the amounts of any incentive awards to be paid to the Named
Executive Officers under the Compensation Program for 1996 on the basis of 1996
operating results. See Compensation Committee Report.
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Board") is
responsible for administering executive compensation plans as authorized by the
Board and recommending executive compensation plans and compensation levels for
the officers of the Company, including the Chief Executive Officer, to the Board
for approval. The Compensation Committee is also responsible for reviewing and
making recommendations to the Board regarding incentive awards pursuant to the
Compensation Program for Officers and Certain Key Management Personnel. The
Compensation Committee considers all executive compensation issues and makes
recommendations on such issues to the full Board for approval. Set forth below
is the report of the Compensation Committee describing the Company's
Compensation Program and the basis upon which the 1996 compensation
determinations were made. The Compensation Committee is in the process of
determining the variable compensation to be awarded for 1996 and has not made
any recommendations as of the date hereof.
COMPENSATION PHILOSOPHY
It is the philosophy of the Company that executive compensation should be
competitive in the marketplace, aligned with corporate performance, and promote
the strategic objectives of the Company. Specifically, base compensation for
executives should compare favorably with organizations competing for similar
talent. Variable compensation should provide an opportunity for officers and
other key management personnel to share in the success of the Company by tying a
portion of compensation to corporate performance results; and should encourage a
longer-term view by paying part of an earned variable compensation award in
Common Stock that is subject to five-year restriction and forfeiture provisions;
and should foster and reinforce teamwork among officers and other key management
personnel. The Company's Compensation Program for Officers and Certain Key
Management Personnel is designed to meet these objectives. It is comprised of
two components: base salary and variable compensation, which are described
below.
BASE SALARY
Base salaries under the Compensation Program are intended to provide a
competitive rate of fixed compensation. Base salary levels are assessed by
compiling and analyzing salary information from various survey sources. Survey
sources include the Mercer Finance, Accounting & Legal Compensation Survey, the
Wyatt Top Management Report, and the Edison Electric Executive Compensation
Survey. The Company selects companies from such surveys which are of a similar
size or have other operating characteristics similar to the Company. The
Compensation Committee believes these companies are representative of the
Company's main competition for executive talent. Consequently, the compensation
survey groups include companies that are different from the companies in the
Edison Electric Institute 100 and the S&P 500 Composite Index used for the
Performance Graphs.
Base salaries are intended to be managed within a plus or minus 10% range
around the market mean of base salaries for similar positions, as determined
from the survey analysis. The market mean and the range may or may not change
from year to year depending on movement in the market and, therefore, base
salaries may not be increased annually. Actual base compensation within the
market range depends on internal equity, overall scope of responsibilities of
the position, recruitment needs, and significant individual performance
variations.
The market ranges have been incorporated into three organization bands (in
lieu of job grades). These bands may be modified from time to time by direction
of the Board or the Chief Executive Officer. These bands reflect functional
similarities of the positions and their impact on the organization.
8
<PAGE>
Additionally, these bands signify varying levels of participation in the
variable compensation component. The band assignments are determined on the
basis of survey data and the functions of the position. During 1996, Band A
included the President and Chief Executive Officer and the Executive Vice
President and Chief Operating Officer; Band B includes the Vice Presidents and
General Counsel; Band C includes all other Executive Officers and key management
personnel.
VARIABLE COMPENSATION
Each Executive Officer is eligible to earn additional compensation under the
Compensation Program when the Company's performance meets or exceeds various
performance objectives. The purpose of the variable compensation component is to
tie compensation directly to the achievements of key corporate-wide objectives.
Awards earned are paid in cash, stock grants and restricted stock grants as
deemed appropriate by the Compensation Committee. Each organization band has a
different variable compensation opportunity with threshold, target and maximum
percentage requirements, as set forth below.
AWARD TABLE
VARIABLE COMPENSATION
OPPORTUNITIES
BAND AS A % OF BASE SALARY
- ------- -------------------------------
THRESHOLD TARGET MAXIMUM
----------- -------- ----------
A .................................... 25% 50% 75%
B .................................... 17.5% 35% 52.5%
C .................................... 12.5% 25% 37.5%
Corporate performance measures have been established for purposes of
generating the variable compensation award. The measures used to determine
variable compensation are: Return on Equity; Total Shareholder Return; Rates;
Customer Satisfaction; and Reliability. These measures are expected to remain
substantially the same from year-to-year. They may change, however, as the
Company revisits its strategic and operational plans. Performance objectives
associated with these measures are established for each fiscal year by the
Compensation Committee and reviewed by the Board.
After the close of each year, the Compensation Committee, with input from the
Chief Executive Officer, determines the degree to which these performance
objectives were accomplished to ascertain if variable compensation awards are to
be paid. If the threshold level of performance is not met, an award will not be
paid with respect to that specific performance measure. No variable compensation
awards will be paid unless earnings, after subtracting the variable compensation
awards, are greater than dividends paid in the year for which variable
compensation is to be awarded. Individual performance may be taken into
consideration in determining the final award.
An award earned for Band A individuals is paid as follows: one-fourth in
cash, one-fourth in stock grants and one-half in restricted stock grants. For
Band B and C individuals, the award is paid one-third in cash, one-third in
stock grants and one-third in restricted stock grants.
COMPENSATION ACTION
In late 1995, the Company's Chief Executive Officer reviewed with the
Compensation Committee and the Board of Directors competitive market data for
each Executive Officer position, except that of the Chief Executive Officer,
together with each Executive Officer's individual performance for 1995 and
objectives for 1996. Based on the foregoing, the Chief Executive Officer
recommended to the Compensation Committee that base salary adjustments (ranging
from 0% to 6%) for Executive Officers be made effective January 3, 1996. Based
on the Company's 1995 performance, the Chief Executive Officer also recommended
to the Committee that variable compensation awards be paid to the Executive
Officers. The Compensation Committee and, subsequently, the Board accepted the
foregoing recommendations and the variable compensation awards are reflected in
the Incentive Awards column of the Summary Compensation Table.
9
<PAGE>
Variable compensation awards based on the year ended 1996 have not been
determined at this time.
The Company has reviewed its compensation policies and programs in light of
Section 162(m) of the Internal Revenue Code and has determined that Section
162(m) will have no impact on its executive compensation program in 1996 because
no Executive Officer will receive compensation for such year in excess of the $1
million threshold.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Compensation Committee reviewed the salary of the Chief Executive Officer
and compared it to salaries paid to chief executives of utility companies and of
other companies of similar size. The survey analysis and performance
measurements described above were used to determine the base salary and the
variable compensation for the Chief Executive Officer. In late 1995, the
Compensation Committee presented its report and recommendations to the Board of
Directors for approval. The Board accepted the Compensation Committee's
recommendations to increase the base salary of the Chief Executive Officer
effective January 3, 1996, consistent with the action taken on all other
officers' base compensation, and approved a variable compensation award based on
1995 performance. That award is reflected in the Summary Compensation Table.
CONCLUSION
The Compensation Committee believes the Company's executive compensation
program appropriately aligns executive compensation to individual and corporate
performance and shareholder value, is competitive with the market and is
sensitive to the concerns of customers, shareholders, and other constituencies.
COMPENSATION COMMITTEE
------------------------------------------------------
Robert E. Boardman Richard I. Fricke
William H. Bruett Euclid A. Irving
Merrill O. Burns, Chairman Thomas P. Salmon
Lorraine E. Chickering
10
<PAGE>
PERFORMANCE GRAPHS
The following graphs compare the total return on investment (change in stock
price plus reinvested dividends) performance of the Company with that of the
Edison Electric Institute (EEI) 100 as calculated by EEI and the S&P 500
Composite Index calculated by Standard & Poor's Corporation. For this proxy
statement and subsequent statements, the Company has elected to change the
comparative peer group from the Duff & Phelps Electric Utility Index to that of
the EEI 100. The EEI 100 is comprised of 97 electric utility companies. The Duff
& Phelps Electric Utility Index is no longer being compiled due to dissolution
of that segment of the Duff & Phelps business. Company performance as compared
to the EEI 100 index is used to determine a portion of awards under the
Company's Compensation Program for Officers and certain Key Management
Personnel. The comparison of total return on investment for each of the periods
assumes $100 was invested on December 31, 1991 (for the five-year graph) or
December 31, 1986 (for the 10-year graph) in each of: the Company; the EEI 100;
and the S&P 500 Composite Index. The performances of the compared investments on
a total return basis are quite sensitive to the market price prevailing on the
date when the periods that are depicted on the graphs begin.
[FIVE YEAR GRAPH]
1991 1992 1993 1994 1995 1996
($) ($) ($) ($) ($) ($)
-------- -------- -------- -------- -------- --------
GMP 100.00 118.45 117.91 114.80 123.84 115.93
EEI 100 100.00 107.59 119.59 105.75 138.55 140.22
S&P 500 100.00 107.62 118.41 120.02 164.96 202.84
[TEN YEAR GRAPH]
<TABLE>
<CAPTION>
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
($) ($) ($) ($) ($) ($) ($) ($) ($) ($) ($)
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GMP 100.00 104.63 98.91 122.31 113.86 164.64 195.01 194.12 189.01 203.88 190.86
EEI 100 100.00 91.99 107.89 140.13 142.23 183.30 197.21 219.20 193.84 253.97 257.01
S&P 500 100.00 105.18 122.53 161.24 156.23 203.63 219.15 241.13 244.40 335.91 413.03
</TABLE>
11
<PAGE>
PENSION PLAN INFORMATION
The following table shows annual pension benefits payable pursuant to the
Company's Employees' Retirement Plan of Green Mountain Power Corporation (the
"Retirement Plan") to all covered employees, including Executive Officers, upon
retirement at age 65, in various compensation and years-of-service
classifications, assuming the election of a retirement allowance payable as a
life annuity. The retirement benefits in connection with the separate life
insurance plan referred to below are in addition to those described in the
following table.
PENSION PLAN TABLE
ANNUAL AVERAGE BASE
COMPENSATION IN 3 ESTIMATED ANNUAL RETIREMENT BENEFITS
CONSECUTIVE HIGHEST AT NORMAL RETIREMENT AGE OF 65 YEARS
PAID YEARS OUT OF LAST CREDITED YEARS OF SERVICE*
10 YEARS PRECEDING --------------------------
RETIREMENT
----------
($)
15 20 25 30 35 & OVER
-------- -------- -------- -------- ----------
($) ($) ($) ($) ($)
75,000.................. 15,930 21,240 26,550 31,860 37,170
100,000................. 21,930 29,240 36,550 43,860 51,170
125,000................. 27,930 37,240 46,550 55,860 65,170
150,000................. 33,930 45,240 56,550 67,860 79,170
- ----------
* Credited years of service (including service credited with other companies),
as of December 31, 1996, for each of the following Executive Officers were
as follows: D.G. Hyde 18.9 years; A.N. Terreri 34.5 years; E.M. Norse 26.6
years; C.L. Dutton 11.8 years; and S.C. Terry 10.8 years.
** Compensation cap for 1994, 1995 and 1996 is $150,000.
All employees, including Executive Officers of the Company, are covered by
the Company's Retirement Plan if they have been employed for more than one year.
The Retirement Plan is a defined benefit plan providing for normal retirement at
age 65. Early retirement may be taken commencing with the first of any month
following the attainment of age 55, provided at least ten years of continuous
service have been completed. For employees with at least 10 years of continuous
service, the accrued benefits are reduced as follows if retirement occurs prior
to age 60:
AGE AT RETIREMENT REDUCTION OF BENEFITS
--------------------- -------------------------
59 8%
58 16%
57 23%
56 30%
55 37%
For employees with at least five but less than 10 years of continuous service
who commence benefits before age 65, benefits are actuarially reduced. If
retirement occurs after age 60 and completion of at least 10 years of credited
service, the full accrued benefit is payable. The Company amended the Retirement
Plan to allow the full accrued benefit to be payable after age 60 with 10 years
of credited service, while maintaining the 37% reduction at age 55, effective
for members of the collective bargaining unit on January 1, 1996 and on June 1,
1996 for non-bargaining unit employees. Retirement benefits are not subject to
any deductions for Social Security or other offset amounts.
Retirement benefits are based on final average base compensation and length
of service. Final average compensation is the average of the compensation
(limited to base salary for Executive Officers, which is shown in the Salary
column of the Summary Compensation Table for the Named Executive Officers, and
straight-time payroll wages for other employees) for the three highest
consecutive years
12
<PAGE>
out of the final 10 years of employment. Effective January 1, 1989, the normal
retirement benefit is equal to 1.1% of the final average compensation up to
covered compensation plus 1.6% of final average compensation over covered
compensation (up to $150,000) multiplied by each year of credited service up to
35 years.
Executive Officers and key management personnel of the Company, including the
Named Executive Officers, participate in a separate life insurance plan. Under
this separate plan, the Company has purchased life insurance on the lives of the
Executive Officers and key management personnel to provide life insurance
benefits to them in an amount equal to four times salary for the most senior
Executive Officer (President and Chief Executive Officer), three times salary
for the next most senior Executive Officers (Executive Vice President and Chief
Operating Officer, and Vice Presidents) and two times salary for the third most
senior Executive Officers and key management personnel (General Counsel,
Assistant Vice Presidents, Assistant General Counsel, Assistant Treasurer,
Controller and General Manager, Administrative Service). The plan also provides
retirement and survivor's benefits for a period of fifteen years following
retirement as a supplement to the Company's Retirement Plan in an amount equal
to 44% of final salary for the most senior Executive Officer, 33% of final
salary for the next most senior Executive Officers and 22% of final salary for
the third most senior Executive Officers and key management personnel.
Retirement benefits will be paid out of the Company's general assets. The life
insurance benefits are designed so that the Company does not expect to incur any
significant net expense in implementing this part of the plan. The retirement
benefits are partially covered by the life insurance coverage obtained by the
Company. These costs cannot be properly allocated or determined for any one plan
participant because of the overall plan assumptions. The Company is recording
the estimated cost of this plan on a current basis and will record as income
life insurance benefits when they occur.
The Company has adopted a Deferred Compensation Plan pursuant to which
Executive Officers and key management personnel may elect to defer a portion of
their salaries. Amounts deferred are credited to a separate account for each
participant. The balance in a participant's account, plus accrued interest, will
be paid to him or her or his or her beneficiary according to their election
form.
The Company has entered into severance contracts with 18 of its Executive
Officers and key management personnel, including the Named Executive Officers,
under which the Company has certain obligations to each affected Executive
Officer if there is a change in control of the Company (as defined below), and
if the Executive Officer's employment is involuntarily terminated without cause
or is voluntarily terminated by the Executive Officer with good reason (as
defined below) within two years after such change in control. The severance
contracts provide for payments of 2.99 times the base salaries of the affected
Executive Officers, for continuation of health, medical and other insurance
programs for such Executive Officers for twenty-four months after the
termination of employment of such Executive Officers following a "change in
control" of the Company and for payment of an amount equal to the actuarial
value of up to twenty-four additional months of credited service under the
Company's Retirement Plan after such termination. A "change in control of the
Company" will be deemed to have occurred under the severance contracts when a
person secures the beneficial ownership of 25% or more of the voting power of
the Company's then outstanding securities, when there has been a change in the
majority of members serving on the Board of Directors for two consecutive years
which has not been approved by the directors in office at the beginning of such
period or when the Company's shareholders approve a merger or consolidation of
the Company with another corporation where the outstanding voting securities of
the Company do not continue to represent at least 80% of the combined voting
power of the Company or the surviving entity. Under the severance contracts, the
Board of Directors has limited discretion to determine whether a change of
control of the Company has, in fact, taken place. An Executive Officer may
terminate his or her employment "with good reason" following a change in control
if the Executive Officer is assigned duties inconsistent with his or her
responsibilities before the change in control occurred, if the Company's
headquarters are relocated more than 50 miles from the present location, if the
Executive Officer is required to relocate more than 50 miles from his or her
present location, if the Executive Officer's compensation or benefits are
reduced or adversely affected (other than as part of an overall adjustment of
executive compensation or benefits) or if the Company does not obtain an
agreement from its successor to perform under the severance contracts.
13
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors on December 9, 1996 appointed the firm of Arthur
Andersen LLP to serve as independent certified public accountants for the
calendar year 1997. The appointment was made upon the recommendation of the
Audit Committee. Arthur Andersen LLP has served the Company in this capacity
continuously since 1988. Representatives of the firm are expected to attend the
Annual Meeting to make statements if they desire and to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
The 1998 Annual Meeting of Shareholders is tentatively scheduled to be held
on or about May 21, 1998. Proposals of Shareholders intended to be presented at
the meeting must be received by the Secretary of the Company on or before
December 16, 1997, to be included in the proxy materials for the Company's 1998
Annual Meeting.
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting of Shareholders refers to such other
matters as may properly come before the Meeting, the only matters which
Management intends to present or knows will be presented at the Meeting are
those matters set forth in the Notice of the Meeting. However, the enclosed
proxy gives discretionary authority to the persons named therein to act in
accordance with their best judgment in the event any additional matters should
be presented at the Meeting.
By Order of the Board of Directors
DONNA S. LAFFAN
Secretary
South Burlington, Vermont
April 15, 1997
14
<PAGE>
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
GREEN MOUNTAIN POWER CORPORATION
25 GREEN MOUNTAIN DRIVE
SOUTH BURLINGTON, VERMONT
The undersigned hereby appoints Douglas G. Hyde, Richard B. Hieber and Donna
S. Laffan as Proxies, each with the power to appoint a substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side, all
the shares of Common Stock of Green Mountain Power Corporation held of record by
the undersigned on March 27, 1997, at the Annual Meeting of Shareholders to be
held on May 15, 1997, or any adjournment thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
<TABLE>
<S> <C> <C> <C>
Please mark
your vote X
like this
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned shareholder or absent
instruction will be voted FOR Item 1. Unless authority to vote
for any director is withheld, authority to vote for such nominee
will be deemed granted.
ITEM 1 - Election of the following nominees as Directors:
Class II: Merrill O. Burns, Douglas G. Hyde, Ruth W.
Page, to serve until the 2000 Annual Meeting.
WITHHELD
Withheld for the following nominee(s) only; print name(s) FOR FOR ALL
- ----------------------------------------------------------------- [ ] [ ]
ITEM 2 - To vote on such other matters as may properly come
before the Annual Meeting and any and all
adjournments thereof. Management knows of no other
matters to be brought before the Annual Meeting;
however, the persons named as proxy holders or their
substitutes will vote in accordance with their best
judgment if any other matters are properly brought
before the Annual Meeting.
</TABLE>
SIGNATURE________________________ SIGNATURE________________________ DATE _______
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
<PAGE>
PROXY CHITTENDEN CORPORATION
AS TRUSTEE UNDER THE GREEN MOUNTAIN POWER CORPORATION ESIP PLAN
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON MAY 15, 1997. The undersigned hereby appoints Douglas G. Hyde,
Richard B. Hieber and Donna S. Laffan as Proxies, each with the power to appoint
a substitute, and hereby authorizes them to represent and to vote, as designated
on the reverse side, all the shares of Common Stock of Green Mountain Power
Corporation held of record by the undersigned on March 27, 1997, at the Annual
Meeting of Shareholders to be held on May 15, 1997, or any adjournment thereof.
<TABLE>
<CAPTION>
<S> <C> <C>
ITEM 1-Election of the following nominees as Directors:
CLASS II: Merrill O. Burns, Douglas G. Hyde, Ruth W. Page, to serve
until the 2000 Annual Meeting.
WITHHELD
FOR FOR ALL
[ ] [ ]
Withheld for the following nominees(s) only; print names:
_________________________________________________________
ITEM 2-To vote on such other matters as may properly come before the
meeting and any and all adjournments thereof.
</TABLE>
(TO BE SIGNED ON OTHER SIDE)
<PAGE>
Management knows of no other matters to be brought before the Annual Meeting;
however, the persons named as proxy holders or their substitutes will vote in
accordance with their best judgement if any other matters are properly brought
before the Annual Meeting. This Proxy, when properly executed, will be voted in
the manner directed herein by the undersigned shareholder or absent instruction
will be voted FOR Item 1. Unless authority to vote for any director nominee is
withheld, authority to vote for such nominee will be deemed granted.
PLEASE____________________________________________
SIGN Signature
HERE ____________________________________________
Signature
Please sign exactly as name appears. If shares are
held jointly, any one of the joint owners may sign,
Attorneys-in-fact, executors, administrators,
trustees, guardians or corporation officers should
indicate the capacity in which they are signing.
PLEASE SIGN, DATE, AND MAIL THIS PROXY PROMPTLY
whether or not you expect to attend the meeting.
DATE:______________________________________,1997
<PAGE>
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
BUSINESS REPLY MAIL
FIRST CLASS MAIL PERMIT NO. 286 SO. BURLINGTON, VT
Postage will be paid by addressee
LAURIE S. MURPHY
GREEN MOUNTAIN POWER CORPORATION
P. O. BOX 850
BURLINGTON VT 05402-0850
You are invited to join us on May 15, 1997 for Green Mountain Power
Corporation's Annual Meeting of Shareholders. Each shareholder is welcome to
bring a guest. Please complete and return this card ONLY IF YOU PLAN TO ATTEND.
The return of this card is not required for attendance at the meeting, but will
assist us in making appropiate arrangements for you and your guest.
Refreshments will be served prior to the Meeting.
PLEASE NOTE: THERE WILL NOT BE A BARBECUE LUNCH SERVED THIS YEAR.
________________________________________
Your Name (Please Print)
________________________________________
Spouse (Please Print)
________________________________________
Guest (Please Print)
________________________________________
Guest (Please Print)
PLEASE RETURN BY MAY 7, 1997. THANK YOU.
