Green Mountain Power Corp Sample Contracts

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Exhibit B to 2001 Amendatory Agreement
Power Purchase Agreement • August 14th, 2002 • Green Mountain Power Corp • Electric services
GREEN MOUNTAIN POWER CORPORATION
Officer Deferred Stock Unit Agreement • August 9th, 2005 • Green Mountain Power Corp • Electric services • Vermont

THIS AGREEMENT, dated as of the 27th day of May 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and Christopher L. Dutton (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

- EXHIBIT 10.D.85 AMENDED SUPPLEMENTAL RETIREMENT PLAN ------------------------------------
Supplemental Retirement Plan • March 29th, 2005 • Green Mountain Power Corp • Electric services • Vermont
GREEN MOUNTAIN POWER CORPORATION
Director Deferred Stock Unit Agreement • July 27th, 2005 • Green Mountain Power Corp • Electric services • Vermont

THIS AGREEMENT, dated as of the 26th day of July 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and Kathleen C. Hoyt (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

SUPPLEMENTAL RETIREMENT PLAN
Supplemental Retirement Plan • April 5th, 2006 • Green Mountain Power Corp • Electric services • Vermont

This is an Agreement, entered into as of the date set forth on the Summary Schedule (the “Effective Date”), which is attached hereto and made a part hereof, and as amended from time to time thereafter, by and between GREEN MOUNTAIN POWER CORPORATION (hereinafter the “Company”) and the Executive named on the Summary Schedule (hereinafter the “Executive”).

2003 SEC FORM 10-K EXHIBIT 10-D-49 GREEN MOUNTAIN POWER CORPORATION OFFICER DEFERRED STOCK UNIT AGREEMENT -------------------------------------
Officer Deferred Stock Unit Agreement • March 12th, 2004 • Green Mountain Power Corp • Electric services • Vermont
GREEN MOUNTAIN POWER CORPORATION OFFICER DEFERRED STOCK UNIT AGREEMENT
Officer Deferred Stock Unit Agreement • August 9th, 2005 • Green Mountain Power Corp • Electric services • Vermont

THIS AGREEMENT, dated as of the 10th day of February 2004, as amended and restated as of the 27th day of May 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and STEPHEN C. TERRY (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2000 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

RIGHTS AGENT RIGHTS AGREEMENT
Rights Agreement • June 19th, 1998 • Green Mountain Power Corp • Electric services • Vermont
AMENDED AND RESTATED THREE-PARTY TRANSMISSION AGREEMENT
Three-Party Transmission Agreement • August 9th, 2006 • Green Mountain Power Corp • Electric services • Vermont

AGREEMENT dated as of June 30, 2006; among Vermont Electric Power Company, Inc., a Vermont corporation (“Velco”), Central Vermont Public Service Corporation, a Vermont corporation, (“CVP”), Green Mountain Power Corporation, a Vermont corporation (“GMP”),and Vermont Transco LLC, a limited liability company duly organized under the laws of the State of Vermont (“VTransco”). CVP and GMP are sometimes collectively referred to as the “Companies” or either of them as the “Company.”

EXHIBIT INDEX
Agreement and Plan of Merger • April 12th, 2007 • Green Mountain Power Corp • Electric services
Contract
Supplemental Retirement Plan • August 9th, 2005 • Green Mountain Power Corp • Electric services

* This is an Agreement (the “2005 Plan”), entered into as of the date set forth on the Summary Schedule which is attached hereto and made a part hereof, and as amended from time to time thereafter, by and between GREEN MOUNTAIN POWER CORPORATION (hereinafter “Company”) and the Executive named on the Summary Schedule (hereinafter “Executive”).

Green Mountain Power Corporation Director Deferral Agreement
Director Deferral Agreement • January 4th, 2006 • Green Mountain Power Corp • Electric services • Vermont

THIS DEFERRAL AGREEMENT (the “Agreement”) is between David R. Coates (the “Participant”), who in 2006 may be granted Stock Units under the Green Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), and GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Contract
Supplemental Retirement Plan • May 27th, 2005 • Green Mountain Power Corp • Electric services

This is an Agreement (the “2005 Plan”), entered into as of the date set forth on the Summary Schedule which is attached hereto and made a part hereof, and as amended from time to time thereafter, by and between GREEN MOUNTAIN POWER CORPORATION (hereinafter “Company”) and the Executive named on the Summary Schedule (hereinafter “Executive”).

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POWER PURCHASE AND SALE AGREEMENT BETWEEN MORGAN STANLEY CAPITAL GROUP INC. AND GREEN MOUNTAIN POWER CORPORATION
Power Purchase and Sale Agreement • March 25th, 1999 • Green Mountain Power Corp • Electric services • New York
AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 22nd, 2006 • Green Mountain Power Corp • Electric services • Vermont

THIS AMENDMENT TO RIGHTS AGREEMENT is made as of June 21, 2006, by and between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and MELLON INVESTOR SERVICES LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.) (the “Rights Agent”).

GREEN MOUNTAIN POWER CORPORATION First Mortgage Bonds, 6.53% Series due August 1, 2036 BOND PURCHASE AGREEMENT Dated July 27, 2006
Bond Purchase Agreement • August 7th, 2006 • Green Mountain Power Corp • Electric services • New York

Green Mountain Power Corporation, a Vermont corporation (the “Company”) agrees with each of the purchasers listed in the attached Schedule A (such purchasers, together, referred to herein as “you” or the “Purchasers” and individually as a “Purchaser”) as follows:

AMENDED AND RESTATED THREE - PARTY AGREEMENT
Three-Party Agreement • August 9th, 2006 • Green Mountain Power Corp • Electric services

THIS AGREEMENT entered into this 30th day of June, 2006, by and between CENTRAL VERMONT PUBLIC SERVICE CORPORATION, a Vermont corporation (“Central Vermont”), GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (“Green Mountain”), VERMONT ELECTRIC POWER COMPANY, INC., a Vermont corporation (“Velco”), and VERMONT TRANSCO LLC, a limited liability company duly organized under the laws of the State of Vermont (“VTransco”),

AGREEMENT AND PLAN OF MERGER BY AND AMONG NORTHERN NEW ENGLAND ENERGY CORPORATION, NORTHSTARS MERGER SUBSIDIARY CORPORATION AND GREEN MOUNTAIN POWER CORPORATION Dated as of June 21, 2006
Merger Agreement • June 22nd, 2006 • Green Mountain Power Corp • Electric services

This AGREEMENT AND PLAN OF MERGER is dated as of June 21, 2006 (this “Agreement”), by and among NORTHERN NEW ENGLAND ENERGY CORPORATION, a corporation organized under the Laws of Vermont (“Parent”), NORTHSTARS MERGER SUBSIDIARY CORPORATION, a corporation organized under the Laws of Vermont and a wholly-owned subsidiary of Parent (“Sub”), and GREEN MOUNTAIN POWER CORPORATION, a corporation organized under the Laws of Vermont (the “Company”).

GREEN MOUNTAIN POWER CORPORATION to THE BANK OF NEW YORK successor to United States Trust Company of New York, successor to The Chase Manhattan Bank (National Association), successor to The Chase National Bank of the City of New York, Trustee...
Eighteenth Supplemental Indenture • August 7th, 2006 • Green Mountain Power Corp • Electric services

This EIGHTEENTH SUPPLEMENTAL INDENTURE dated as of July 1, 2006 made by GREEN MOUNTAIN POWER CORPORATION, as debtor (its Federal Tax Number being 03-0127430), a corporation duly organized and existing under the laws of the State of Vermont (hereinafter sometimes called the “Company”), whose mailing address and address of its chief executive office is 163 Acorn Lane, Colchester, Vermont 05446, party of the first part, and THE BANK OF NEW YORK, successor to United States Trust Company of New York, successor to The Chase Manhattan Bank (National Association), successor to The Chase National Bank of the City of New York, as Trustee and secured party (its Federal Tax number being 13-5160382), a corporation existing under the laws of the State of New York and having its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called the “Trustee”), party of the second part.

FORM OF INSURANCE AGREEMENT
Insurance Agreement • April 5th, 2006 • Green Mountain Power Corp • Electric services • Vermont

This is an Agreement, entered into as of the date set forth on the Summary Schedule which is attached hereto and made a part hereof, by and between GREEN MOUNTAIN POWER CORPORATION (hereinafter "Company") and the Executive named in the Summary Schedule (hereinafter "Executive").

CREDIT AGREEMENT by and among GREEN MOUNTAIN POWER CORPORATION, SOVEREIGN BANK, KEYBANK NATIONAL ASSOCIATION and SOVEREIGN BANK, AS AGENT
Credit Agreement • June 19th, 2006 • Green Mountain Power Corp • Electric services • Massachusetts
GREEN MOUNTAIN POWER CORPORATION
Director Deferred Stock Unit Agreement • July 26th, 2006 • Green Mountain Power Corp • Electric services • Vermont

THIS AGREEMENT, dated as of the 25th day of July 2006, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and _____________________________ (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

April 3, 2006
Change of Control Agreement • April 5th, 2006 • Green Mountain Power Corp • Electric services
CREDIT AGREEMENT by and among
Credit Agreement • March 27th, 1998 • Green Mountain Power Corp • Electric services • Massachusetts
AMENDED AND RESTATED CREDIT AGREEMENT by and among
Credit Agreement • November 16th, 1998 • Green Mountain Power Corp • Electric services • Massachusetts
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