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25 GREEN MOUNTAIN DRIVE
P.O. BOX 850
SOUTH BURLINGTON, VERMONT 05402
April 15, 1998
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
21, 1998, 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,
CHRISTOPHER L. DUTTON
President and
Chief Executive Officer
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MAP
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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 21, 1998, at 10:00
o'clock in the forenoon (Eastern Daylight Savings Time), for the following
purposes:
Item1. To elect four Class III Directors to serve until the Annual Meeting of
Shareholders in 2001; and
Item2. 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, 1998
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, 1998
- --------------------------------------------------------------------------------
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.
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<PAGE>
PROXY STATEMENT
GREEN MOUNTAIN POWER CORPORATION
25 GREEN MOUNTAIN DRIVE
P.O. BOX 850
SOUTH BURLINGTON, VERMONT 05402
------------------
ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1998
------------------
APRIL 15, 1998
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 21, 1998, 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, 1998.
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,
by telecopy 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, 1998, the record date for the Annual Meeting, the Company had
5,191,415 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 III 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 III 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 27, 1998, 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.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(1)
----------------------
<S> <C>
Nordahl L. Brue ............................... 3,003 (2)
William H. Bruett ............................. 2,100
Merrill O. Burns .............................. 2,007
Lorraine E. Chickering ........................ 412
John V. Cleary ................................ 2,723
Christopher L. Dutton ......................... 2,614 (3)
Richard I. Fricke ............................. 4,000 (4)
Euclid A. Irving .............................. 731
Martin L. Johnson ............................. 1,306
Ruth W. Page .................................. 1,242 (5)
Thomas P. Salmon .............................. 1,341
Richard B. Hieber ............................. 940
Stephen C. Terry .............................. 2,569 (6)
Edwin M. Norse ................................ 2,111
Jonathan H. Winer ............................. 1,504 (7)
All Directors and Executive Officers as a group
(23 persons) ................................. 35,797
</TABLE>
- ----------
(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 27, 1998, no Director, nominee or listed Executive
Officer owned beneficially as much as 1% of the Company's outstanding Common
Stock.
(2) Mr. Brue owns 2,827 of these shares directly. The remaining 176 shares are
owned by Mr. Brue's children for whom Mr. Brue serves as custodian; Mr. Brue
disclaims any other beneficial interest in the 176 shares owned by his
children.
(3) Mr. Dutton owns 2,529 of these shares directly. The remaining 85 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 85 shares owned by his
children.
(4) 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.
(5) Mrs. Page owns 1,042 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. Terry owns 2,539 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.
(7) Mr. Winer owns 1,496 of these shares directly. The remaining 8 shares are
owned by Mr. Winer's daughter for whom Mr. Winer serves as custodian; Mr.
Winer disclaims any other beneficial interest in the 8 shares owned by his
daughter.
As of March 27, 1998, all Directors and Executive Officers of the Company
as a group (consisting of 23 persons) beneficially owned an aggregate of 35,797
shares (or approximately 0.7% 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, 1997.
2
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF OUTSTANDING % OF OUTSTANDING
OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED COMMON STOCK
- --------------------------------- --------------------------- ------------------
<S> <C> <C>
Dimensional Fund Advisors, Inc. 269,329 5.23%
1299 Ocean Avenue -- 11th Floor
Santa Monica, CA 90401
</TABLE>
Dimensional Fund Advisors, Inc. is an investment advisor and is deemed to
have beneficial ownership of 269,329 shares of the Company's common stock.
According to its Schedule 13G filed with the Securities and Exchange Commission
on February 9, 1998, Dimensional Fund Advisors, Inc. exercises sole dispositive
power over 269,329 shares, sole voting power over 228,329 shares and shared
voting power over 41,000 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 1997 Directors and Executive Officers have
complied with all requirements applicable to them.
ITEM 1. ELECTION OF DIRECTORS
Douglas G. Hyde, President, Chief Executive Officer and Director, resigned
on August 6, 1997, to become President of Green Mountain Energy Resources L.L.C.
The Company wishes to thank Mr. Hyde for his many years of service to the
Company. Pursuant to the Bylaws of the Company, the Board of Directors, on
August 6, 1997, appointed Christopher L. Dutton to serve as President and Chief
Executive Officer, and to fill Mr. Hyde's term as Director, which expires at the
2000 Annual Meeting.
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 III expires at the 1998 Annual Meeting. The Board of
Directors proposes that the nominees described below, all of whom are currently
serving as Class III Directors, be elected to Class III 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 2001 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 III
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
(TERM EXPIRING IN 2001)
<TABLE>
<CAPTION>
DIRECTOR
SINCE
---------
<S> <C> <C>
Nordahl L. Brue Chairman and Chief Executive Officer of Bruegger's 1992
Corporation (quick service restaurants) since 1997;
Principal, Champlain Management Services, Inc. (real
estate development and management services) from 1985
to 1997; Of Counsel, Sheehey Brue Gray & Furlong,
P.C., since December 1997, Stockholder or Partner,
Sheehey Brue Gray & Furlong, P.C. from 1979 to
December 1997, Attorneys, Burlington, Vermont; Member
of Vermont Business Roundtable and of the Gov-
ernor's Council of Economic Advisors. (53)
Lorraine E. Chickering President of Public Communications of Bell Atlantic 1994
Corporation since August 1997; President of Public
and Operator Services of Bell Atlan- tic Corporation
from 1993 to 1997; Vice President, Quality, 1993 and
Vice President, Operations and Engineering of
Chesapeake and Potomac Telephone Company, a
subsidiary of Bell Atlantic Corpora- tion, from 1991
to 1993. (47)
John V. Cleary Retired President and Chief Executive Officer of the 1980
Company; Chief Executive Officer, President and
Chairman of the Executive Commit- tee of the Company
from 1983 to 1993. (69)
Euclid A. Irving Partner, Paul, Hastings, Janofsky & Walker, LLP, 1993
Attorneys, New York, New York, since 1990. (45)
</TABLE>
CLASS I
DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING IN 1999)
<TABLE>
<S> <C> <C>
William H. Bruett Senior Vice President, Group Product Manager of 1986
PaineWebber, Inc. since 1990; Director of PaineWebber
Trust Co. and Chairman of PaineWebber International
Bank Ltd., London, subsidiaries of Paine Webber
Group, Inc., since 1990. (54)
Richard I. Fricke Director Emeritus of National Life Insurance Company; 1984
Director of Sentinel Group Funds, Inc. from 1977 to
1995, Chairman of those funds from 1977 to 1983;
Retired Chairman of the Board of Mutual of New York
from 1962 to 1977; Retired Chairman and Chief
Executive Of- ficer of National Life Insurance
Company from 1977 to 1987; President and Chief
Executive Officer, Bank of Vermont from 1987 to 1989;
Fel- low of the American Bar Foundation; Member of
the Board of Over- seers, Middlebury College since
1990, of the Cornell University Council and of the
Cornell Law School Advisory Council since 1970. (76)
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
Martin L. Johnson Chairman and majority owner of The Johnson Company, 1991
Inc. (environ- mental science and engineering
consultants) since 1978; Secretary of the State of
Vermont Agency of Environmental Conservation from
1973 to 1978. (70)
Thomas P. Salmon Chairman of the Board of the Company since 1983; 1978
President of the University of Vermont from 1993
until July 1997 retirement; Interim President of the
University of Vermont from 1991 to 1993; Of Counsel,
Salmon and Nostrand, Attorneys, Bellows Falls,
Vermont; Governor of the State of Vermont from 1973
to 1977; Member of the Governor's Council of Economic
Advisors since 1991; Director of Vermont Elec- tric
Power Company, Inc., of National Life Insurance
Company, of Union Mutual Insurance Company, of
BankNorth Group, Inc., and member of the Board of
Trustees of Middlebury College. (65)
</TABLE>
CLASS II
DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING IN 2000)
<TABLE>
<CAPTION>
<S> <C> <C>
Merrill O. Burns Partner, Mitchell Madison Group since October 1996; 1988
Senior Vice President and Executive Corporate
Development Officer, BankAmerica Corporation from
1991 to October 1996. (51)
Christopher L. Dutton President, Chief Executive Officer and Chairman of 1997
the Executive Committee of the Company since August
1997; Vice President, Finance and Administration,
Chief Financial Officer and Treasurer from 1995 to
1997; Vice President and General Counsel for 1993 to
1995; Vice President, General Counsel and Corporate
Secretary from 1989 to 1993; Director of Vermont
Yankee Nuclear Power Corporation, and of Ver- mont
Electric Power Company, Inc. (49)
Ruth W. Page Writer, Editor and Radio Commentator; past member of 1985
the Northeast Energy Council of the United States
Department of Energy. (77)
</TABLE>
BOARD COMPENSATION, OTHER RELATIONSHIPS,
MEETINGS AND COMMITTEES
COMPENSATION
During 1997, 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 $25,415 for service as Chairman of the Board in
1997. The President was not paid any fees for service as a Director. The
Chairmen of the Audit, Compensation, Governance, Special Issues and Subsidiaries
Oversight Committees earned additional 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.
5
<PAGE>
OTHER RELATIONSHIPS
Mr. Nordahl L. Brue, a Director of the Company, is of counsel to 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 1998. The Company paid Sheehey Brue Gray & Furlong, P.C.
$192,575 for legal services rendered in 1997.
Mr. Martin L. Johnson, a Director of the Company, is Chairman and majority
owner of The Johnson Company, Inc., an environmental science and engineering
consulting firm. The Company paid The Johnson Company, Inc. $105,395 to assist
with environmental matters in 1997.
MEETINGS OF THE BOARD
During 1997, the Board of Directors held eight regular meetings and four
special meetings. During such year, no Director attended less than 78% 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 Governance 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
Christopher L. Dutton, Chairman, William H. Bruett, Merrill O. Burns, John V.
Cleary, Richard I. Fricke and Thomas P. Salmon. During 1997, 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 1997.
The 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, Christopher L. Dutton, Martin
L. Johnson, Ruth W. Page and Thomas P. Salmon. The Governance Committee met six
times during 1997. 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 to 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, William H. Bruett, Lorraine E. Chickering, Richard
I. Fricke, Euclid A. Irving and Thomas P. Salmon. The Compensation Committee met
five times during 1997.
6
<PAGE>
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, Christopher L. Dutton, Euclid A. Irving and Thomas P. Salmon. The Special
Issues Committee met once during 1997.
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 seven times during 1997.
In June 1997, the Board of Directors created an Investment Advisory
Committee and charged it with the responsibility of considering investment
opportunities for the Company and its subsidiaries, and reporting to the Board
of Directors on such opportunities with the committee's recommendations thereon.
The Investment Advisory Committee was dissolved in December 1997. The members of
the Investment Advisory Committee were William H. Bruett, Chairman, Lorraine E.
Chickering, John V. Cleary and Euclid A. Irving. The Investment Advisory
Committee met seven times during 1997.
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 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION (1) 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>
Christopher L. Dutton 1997 $160,525 $ -- $ 2,001 $ -- $5,392
President and Chief Executive 1996 $129,654 $21,340 $ 1,774 $10,670 $4,466
Officer 1995 $125,703 $19,272 $ 1,098 $ 9,636 $4,284
Richard B. Hieber 1997 $155,138 $ -- $ 186 $ -- $4,124
Senior Vice President and 1996 $ 44,615 $67,798 $10,478 $ 3,899 0
Chief Operating Officer 1995 0 0 0 0 0
Edwin M. Norse 1997 $141,039 $ -- $ 2,011 $ -- $4,564
Vice President, Chief Financial 1996 $146,865 $16,120 $ 1,932 $ 8,060 $4,900
Officer and Treasurer 1995 $139,520 $21,414 $ 1,185 $10,707 $4,623
Stephen C. Terry 1997 $138,578 $ -- $ 1,931 $ -- $4,663
Senior Vice President, 1996 $130,539 $21,494 $ 1,682 $10,747 $4,422
Corporate Development 1995 $123,476 $18,966 $ 1,023 $ 9,483 $4,154
Jonathan H. Winer 1997 $117,229 -- $ 446 $ -- $3,713
President, Mountain Energy, 1996 $100,481 $25,460 $ 531 $ 5,092 $3,176
Inc. 1995 $ 94,904 $18,750 $ 331 $ 3,750 $2,974
Douglas G. Hyde(6) 1997 $167,311 -- $ 4,671 -- $4,055
Former President and Chief 1996 $228,549 $40,326 $ 6,762 $40,326 $4,711
Executive Officer 1995 $215,754 $35,374 $ 3,888 $35,374 $5,545
</TABLE>
7
<PAGE>
- ----------
(1) Amounts shown include salary and incentive awards earned by the Named
Executive Officers on the basis of the Company's operating results in 1995
and 1996, as well as amounts earned but deferred at the election of those
officers. The Compensation Committee of the Board of Directors has not made
any recommendations as of the date hereof regarding variable compensation
to be awarded for 1997. The Company anticipates that no variable
compensation awards will be given based on the Company's 1997 financial
performance.
(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. In 1996,
the incentive payment for Mr. Hieber includes a signing bonus of $60,000.
(3) The restricted share awards for 1995 and 1996 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 1997, and the Company anticipates that no variable compensation awards
will be given based on the Company's 1997 financial performance. See
Compensation Committee Report on Executive Compensation. Regular quarterly
dividends are paid on the shares and reported as part of Other Annual
Compensation. At December 31, 1997, the aggregate number of shares and the
value of all restricted stock holdings, based on the market value of the
shares at December 31, 1997, without giving effect to the diminution of
value attributed to the restrictions on such stock, of Messrs. Dutton,
Hieber, Norse, Terry, Winer and Hyde, respectively, were 1,398 shares,
$25,601; 172 shares, $3,150; 1,366 shares, $25,015; 1,356 shares, $24,832;
334 shares, $6,116; and 5,298 shares, $97,020.
(4) The 1995, 1996 and 1997 amounts shown in this column represent dividends
paid on restricted shares awarded under the Compensation Program. The 1996
total for Mr. Hieber is reimbursement of moving expenses.
(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.
Dutton $892, Mr. Hieber $884, Mr. Norse $497, Mr. Terry $592, Mr. Winer
$196, and Mr. Hyde $1,280.
(ii) Company matching contributions to the Employee Savings and Investment
Plan: Mr. Dutton $4,500, Mr. Hieber $3,240, Mr. Norse $4,067, Mr. Terry
$4,071, Mr. Winer $3,517, and Mr. Hyde $2,775.
(6) Mr. Hyde resigned from the Company effective August 6, 1997. Mr. Hyde also
received credit for additional year's service, subject to the approval of
the Internal Revenue Service, under the Green Mountain Power Employees'
Retirement Plan in conjunction with his hiring as President of Green
Mountain Energy Resources L.L.C., in which the Company has a minority
interest.
VARIABLE COMPENSATION PLAN AWARDS FOR 1997 PERFORMANCE
As of the date hereof, the Compensation Committee of the Board of Directors
has not made a formal recommendation to the Board of Directors for variable
compensation awards based on 1997 performance. However, the Company anticipates
that no variable compensation awards will be paid to the Named Executive
Officers under the Compensation Program for 1997 based on the Company's 1997
financial performance. See Compensation Committee Report on Executive
Compensation.
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 1997 compensation
determinations were made. The Compensation Committee has not made any
recommendations as of the date hereof regarding variable compensation to be
awarded for 1997. The Company anticipates that no variable compensation awards
will be given based on the Company's 1997 financial performance.
8
<PAGE>
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, 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
Watson Wyatt World Wide 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 Graph.
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 grouped 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. The band
assignments are determined on the basis of survey data and the functions of the
position. During 1997, Band A consisted of the President and Chief Executive
Officer; Band B consisted of Senior Vice Presidents, Vice Presidents and the
General Counsel; Band C consisted of all other Executive Officers and key
management personnel.
VARIABLE COMPENSATION
Subject to a limitation related to the dividend payout ratio, described
below, each Executive Officer and other key management employees covered by the
Compensation Program 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 achievement of key corporate-wide objectives.
Awards earned are paid in cash, stock grants and restricted stock grants. Each
organization band has a different variable compensation opportunity with
threshold, target and maximum percentage requirements, as set forth below.
AWARD TABLE
<TABLE>
<CAPTION>
VARIABLE COMPENSATION OPPORTUNITIES
BAND AS A % OF BASE SALARY
- ------------------------------------ ---------------------------------
THRESHOLD TARGET MAXIMUM
----------- -------- --------
<S> <C> <C> <C>
A . . . . . . . . . . . . . . . . . 25% 50% 75%
B . . . . . . . . . . . . . . . . . 17.5% 35% 52.5%
C . . . . . . . . . . . . . . . . . 12.5% 25% 37.5%
</TABLE>
9
<PAGE>
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. 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 April 1997, 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 1996 and
objectives for 1997. Based on the foregoing, the Chief Executive Officer
recommended to the Compensation Committee that base salary adjustments
(averaging 2.9%) for Executive Officers be made effective May 18, 1997. Based on
the Company's 1996 performance, the Chief Executive Officer also recommended to
the Compensation 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 for
1996 performance are reflected in the Summary Compensation Table.
In August 1997, the Company underwent significant management change
associated with the development and financing of Green Mountain Energy Resources
L.L.C. The Chief Executive Officer resigned from the Company along with four
other Executive Officers to form the management team of Green Mountain Energy
Resources L.L.C., in which the Company is an investor. A new Chief Executive
Officer was elected. For further discussion, see Chief Executive Officer
Compensation below. In early September 1997, the new Chief Executive Officer
selected an Executive Officer team. The Chief Executive Officer consulted with
Stone & Webster Management Consultants, Inc. to consider appropriate base
salaries for the Executive Officer positions. In mid-September 1997, Stone &
Webster Management Consultants, Inc. compiled a report that summarized various
industry compensation data for the Executive Officer positions. In late
September 1997, the Chief Executive Officer reviewed with and recommended to the
Compensation Committee, an Executive Officer team and base salaries for those
positions (exclusive of the Chief Executive Officer position). The Compensation
Committee and, subsequently, the Board accepted and approved the foregoing
recommendations effective August 6, 1997.
Variable compensation awards based on the year ended 1997 have not been
determined at this time. However, the Compensation Committee anticipates that no
awards will be made based on the Company's 1997 financial performance.
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 1997 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
10
<PAGE>
and the variable compensation award for the Chief Executive Officer. In April
1997, 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 May 18, 1997, consistent with the action taken on all other officers'
base compensation, and approve a variable compensation award based on 1996
performance. That award is reflected in the Summary Compensation Table.
As stated above, in August 1997, Douglas G. Hyde resigned as President and
Chief Executive Officer and the Board elected Christopher L. Dutton as the
Company's President and Chief Executive Officer. In September 1997, the
Compensation Committee reviewed a report compiled by Stone & Webster Management
Consultants, Inc. that summarized various industry compensation data for the
Chief Executive Officer positions. The Compensation Committee used this data to
establish a base salary for the Chief Executive Officer. In October 1997, the
Compensation Committee presented its report and recommendations to the Board of
Directors for approval. The Board accepted and approved the Compensation
Committee's recommendation to establish the base salary of the Chief Executive
Officer, effective August 6, 1997.
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
- -----------------------------------------------------------
William H. Bruett Richard I. Fricke
Merrill O. Burns, Chairman Euclid A. Irving
Lorraine E. Chickering Thomas P. Salmon
11
<PAGE>
PERFORMANCE GRAPH
The following graph compares 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 as calculated by Standard & Poor's Corporation. The EEI 100 is
comprised of 96 electric utility companies. Company performance as compared to
this index is used to determine a portion of awards under the Company's
Compensation Program for Officers and Key Management Personnel. The comparison
of total return on investment assumes $100 was invested on December 31, 1992 in
each of: the Company, the EEI 100, and the S&P 500 Composite Index. The
performances of the compared investments on a total return basis are quite
sensitive to the market price prevailing on the date of commencement of the
period that is depicted on the graph.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
($) ($) ($) ($) ($) ($)
----------- ---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
GMP 100.00 99.54 96.92 104.55 97.87 80.84
EEI 100 100.00 111.15 98.29 128.78 130.32 165.99
S&P 500 100.00 110.03 111.53 153.28 188.48 251.35
</TABLE>
12
<PAGE>
PENSION PLAN INFORMATION AND OTHER BENEFITS
PENSION PLAN INFORMATION
The following table shows annual pension benefits payable pursuant to the
Employees' Retirement Plan of Green Mountain Power Corporation (the "Retirement
Plan") to all covered employees, including Executive Officers, upon retirement
at age 65, in various compensation and years-of-service classifications,
assuming the election of a retirement allowance payable as a life annuity. The
retirement benefits in connection with the separate life insurance plan referred
to below are in addition to those described in the following table.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ANNUAL AVERAGE BASE
COMPENSATION IN 3 ESTIMATED ANNUAL RETIREMENT BENEFITS
CONSECUTIVE HIGHEST AT NORMAL RETIREMENT AGE OF 65 YEARS
PAID YEARS OUT OF LAST CREDITED YEARS OF SERVICE*
10 YEARS PRECEDING ------------------------------------------------------------------------
RETIREMENT 15 20 25 30 35 & OVER
- ------------------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
($) ($) ($) ($) ($) ($)
80,000 ................. 16,995 22,660 28,325 33,990 39,655
100,000 ................ 21,795 29,060 36,325 43,590 50,855
120,000 ................ 26,595 35,460 44,325 53,190 62,055
140,000 ................ 31,395 41,860 52,325 62,790 73,255
160,000** .............. 36,195 48,260 60,325 72,390 84,455
</TABLE>
- ----------
* Credited years of service (including service credited with other
companies), as of December 31, 1997, for each of the following Executive
Officers were as follows: C. L. Dutton 12.8 years; R. B. Hieber 35.0 years
(subject to actuarial review and Retirement Board approval); E. M. Norse
26.7 years; S. C. Terry 11.8 years; and J. H. Winer 13.5 years. Credited
years of service as of his resignation date for D. G. Hyde was 19.5 years
and, subject to Internal Revenue Service approval, Mr. Hyde may be credited
with 8.0 additional years of service.
** Compensation cap for 1995 and 1996 is $150,000; and for 1997 is $160,000.
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 base 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
13
<PAGE>
Executive Officers, and straight-time payroll wages for other employees) for the
three consecutive highest years out of the final 10 years of employment. The
normal retirement benefit is equal to 1.1% of the final average base
compensation up to $160,000 plus 1.6% of final average base compensation over
covered compensation multiplied by each year of credited service up to 35 years.
OTHER BENEFITS
Executive Officers and key management personnel of the Company, including
the Named Executive Officers, participate in a separate supplemental retirement
plan. The plan provides retirement and survivors' 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 (President and Chief Executive Officer), 33% of final salary for the
next most senior Executive Officers (Senior Vice Presidents, Vice Presidents,
the General Counsel and the President of Mountain Energy, Inc.), and 22% of
final salary of the third most senior Executive Officers and key management
personnel (Assistant Vice Presidents, Assistant Treasurer, Controller, General
Manager Administrative Services). The retirement benefits are partially covered
by life insurance coverage obtained by the Company (see below). The cost of the
supplemental retirement plan cannot be properly allocated or determined for any
one plan participant because of the overall retirement plan assumptions. The
Company is recording the estimated cost of this supplemental retirement plan on
a current basis and the income from life insurance coverage as it is earned.
Executive Officers and key management personnel of the Company, including
the Named Executive Officers, participate in a related life insurance plan.
Under this plan, the Company has purchased insurance on the lives of the
Executive Officers and key management personnel to provide preretirement life
insurance benefits to them in an amount equal to four times salary for the most
senior Executive Officer, three times salary for the next most senior Executive
Officers, and two times salary for the third most senior Executive Officers and
key management personnel. The life insurance benefits are designed so that the
Company does not expect to incur any significant net expense in providing the
preretirement insurance plan. The life insurance policies also are intended to
cover in part the supplemental retirement benefits described above.
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 12 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 either 1.0 or 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
14
<PAGE>
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.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors on December 8, 1997 appointed the firm of Arthur
Andersen LLP to serve as independent certified public accountants for the
calendar year 1998. 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 1999 Annual Meeting of Shareholders is tentatively scheduled to be held
on or about May 20, 1999. Proposals of Shareholders intended to be presented at
the meeting must be received by the Secretary of the Company on or before
December 16, 1998, to be included in the proxy materials for the Company's 1999
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, 1998
15
<PAGE>
P R O X Y THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
GREEN MOUNTAIN POWER CORPORATION
25 GREEN MOUNTAIN DRIVE
SOUTH BURLINGTON, VERMONT 05403
The undersigned hereby appoints Christopher L. Dutton, 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, 1998, at the Annual Meeting of
Shareholders to be held on May 21, 1998, or any adjournment thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
<TABLE>
<S> <C> <C> <C>
PLEASE MARK
YOUR CHOICES 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 vote 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 III:
Nordahl L. Brue, Lorraine E. Chickering, John V. Cleary, Euclid
A. Irving, to serve until the 2001 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
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(s) ______________________________ 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>
P R O X Y
UMB BANK
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 21, 1998. The undersigned hereby appoints Christopher L. Dutton,
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, 1998, at the Annual
Meeting of Shareholders to be held on May 21, 1998, or any adjournment thereof.
<TABLE>
<CAPTION>
WITHHELD
FOR FOR ALL
----- ---------
<S> <C> <C>
ITEM 1 -- Election of the following nominees as Directors: [ ] [ ]
Class III: Nordahl L. Brue, Lorraine E. Chickering, John V. Cleary, Euclid A.
Irving, to serve until the 2001 Annual Meeting.
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.
(TO BE SIGNED ON OTHER SIDE)
</TABLE>
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. 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 HERE
-----------------------------------
SIGNATURE
-----------------------------------
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: 1998
----------------------------------,
<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
--------------
--------------
--------------
--------------
KIM L. JOHNSON
GREEN MOUNTAIN POWER CORPORATION
P.O. BOX 850
BURLINGTON, VT 05402-9917
- ---
You are invited to join us on May 21, 1998 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 it will assist us in making the appropriate arrangements.
Refreshments will be served prior to the Meeting.
------------------------------------------------------------------
Your Name (Please Print)
------------------------------------------------------------------
Spouse (Please Print)
------------------------------------------------------------------
Guest (Please Print)
------------------------------------------------------------------
Guest (Please Print)
*PLEASE RETURN BY MAY 12, 1998. THANK YOU.
- ---
