-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HuB1HerlVljxo9b1RV3NwNswtwkNbzAi+J+WgbY3FqB+WApdJYAvG9/WV4fhq4gF q9KKmzKeXEXRq1sd7nljhQ== 0000018808-08-000052.txt : 20080509 0000018808-08-000052.hdr.sgml : 20080509 20080509083939 ACCESSION NUMBER: 0000018808-08-000052 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL VERMONT PUBLIC SERVICE CORP CENTRAL INDEX KEY: 0000018808 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 030111290 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08222 FILM NUMBER: 08816107 BUSINESS ADDRESS: STREET 1: 77 GROVE ST CITY: RUTLAND STATE: VT ZIP: 05701 BUSINESS PHONE: 802-773-2711 MAIL ADDRESS: STREET 1: 77 GROVE STREET CITY: RUTLAND STATE: VT ZIP: 05701 10-Q 1 fnl1q10q.htm FORM 10-Q PERIOD ENDED 3/31/08 fnl1q10q.htm
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549
FORM 10-Q

(Mark One)
  
x
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended   March 31, 2008  
 
or
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from             to             

Commission file number 1-8222
 
Central Vermont Public Service Corporation
(Exact name of registrant as specified in its charter)

Vermont
(State or other jurisdiction of
incorporation or organization)
03-0111290
(IRS Employer
Identification No.)
 
77 Grove Street, Rutland, Vermont
(Address of principal executive offices)
05701
(Zip Code)
 
Registrant's telephone number, including area code 802-773-2711
 
                                                                                                         
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 
¨
Accelerated filer
x
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
Smaller Reporting Company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  As of April 30, 2008 there were outstanding 10,332,183 shares of Common Stock, $6 Par Value.


 
 
 


CENTRAL VERMONT PUBLIC SERVICE CORPORATION
Form 10-Q for Period Ended March 31, 2008
 
Table of Contents
 
 
           
   
     
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27
           
 
           
 
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Page 1 of 30
 
 
Item 1.  Financial Statements

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
  
 
(dollars in thousands, except per share data)
  
(unaudited)
  
             
   
Three months ended March 31
  
   
2008
    
2007
  
Operating Revenues
   $ 91,224     $ 86,696  
                 
Operating Expenses
                
Purchased Power - affiliates
     16,468       16,138  
Purchased Power
     26,438       26,122  
Production
     3,342       3,139  
Transmission - affiliates
     3,389       1,497  
Transmission - other
     4,474       4,187  
Other operation
     14,745       13,788  
Maintenance
     6,169       5,457  
Depreciation
     3,869       3,739  
Taxes other than income
     4,039       3,728  
Income tax expense
     1,859       2,838  
Total Operating Expenses
     84,792       80,633  
                 
Utility Operating Income
     6,432       6,063  
                 
Other Income
                
Equity in earnings of affiliates
     4,185       1,702  
Allowance for equity funds during construction
     17       17  
Other income
     767       1,067  
Other deductions
     (1,308 )     (593 )
Income tax expense
     (1,425 )     (526 )
Total Other Income
     2,236       1,667  
                 
Interest Expense
                
Interest on long-term debt
     1,937       1,799  
Other interest
     831       230  
Allowance for borrowed funds during construction
     (8 )     (5 )
Total Interest Expense
     2,760       2,024  
                 
Net Income
     5,908       5,706  
Dividends declared on preferred stock
     92       92  
Earnings available for common stock
   $ 5,816     $ 5,614  
                 
Per Common Share Data:
                
Basic earnings per share
   $ 0.57     $ 0.55  
Diluted earnings per share
   $ 0.56     $ 0.55  
                 
Average shares of common stock outstanding - basic
     10,275,505       10,135,481  
Average shares of common stock outstanding - diluted
     10,377,034       10,240,602  
                 
Dividends declared per share of common stock
   $ 0.46     $ 0.46  
The accompanying notes are an integral part of these condensed consolidated financial statements.

 
Page 2 of 30
 


CENTRAL VERMONT PUBLIC SERVICE CORPORATION
  
 
(dollars in thousands)
  
(unaudited)
  
   
Three months ended March 31
  
   
2008
    
2007
  
             
Net Income
   $ 5,908     $ 5,706  
                 
Other comprehensive income, net of tax:
                
                 
Defined benefit pension and postretirement medical plans:
                
  Portion reclassified through amortizations, included in benefit costs
                
      and recognized in net income:
                
        Actuarial losses, net of income taxes of $0 and $3
     1       5  
        Prior service cost, net of income taxes of $3 and $2
     2       3  
      3       8  
  Portion reclassified due to adoption of SFAS 158 measurement
                
      provision, included in retained earnings:
                
        Prior service cost, net of income taxes of $2 and $0
     4       -  
      4       -  
                 
Comprehensive income adjustments
     7       8  
                 
Total comprehensive income
   $ 5,915     $ 5,714  
 
 The accompanying notes are an integral part of these condensed consolidated financial statements.

 
Page 3 of 30
 


CENTRAL VERMONT PUBLIC SERVICE CORPORATION
  
 
(dollars in thousands, except share data)
  
(unaudited)
  
             
   
March 31, 2008
    
December 31, 2007
  
ASSETS
            
Utility plant
            
  Utility plant, at original cost
   $ 540,850     $ 538,229  
  Less accumulated depreciation
     238,236       235,465  
  Utility plant, at original cost, net of accumulated depreciation
     302,614       302,764  
  Property under capital leases, net
     6,564       6,788  
  Construction work-in-progress
     12,587       9,611  
  Nuclear fuel, net
     1,063       1,105  
Total utility plant, net
     322,828       320,268  
                 
Investments and other assets
                
  Investments in affiliates
     96,427       93,452  
  Non-utility property, less accumulated depreciation
                
      ($3,683 in 2008 and $3,681 in 2007)
     1,635       1,646  
  Millstone decommissioning trust fund
     5,299       5,645  
  Other
     6,884       7,504  
Total investments and other assets
     110,245       108,247  
                 
Current assets
                
  Cash and cash equivalents
     6,365       3,803  
  Restricted cash
     -       62  
  Special deposits
     -       1,000  
  Accounts receivable, less allowance for uncollectible accounts
                
      ($2,032 in 2008 and $1,751 in 2007)
     26,898       24,086  
  Accounts receivable - affiliates, less allowance for uncollectible accounts
                
      ($48 in 2008  and $48 in 2007)
     63       254  
  Unbilled revenues
     15,566       17,665  
  Materials and supplies, at average cost
     5,330       5,461  
  Prepayments
     5,488       8,942  
  Deferred income taxes
     5,887       3,638  
  Power-related derivatives
     934       707  
  Other current assets
     1,160       1,081  
  Total current assets
     67,691       66,699  
                 
Deferred charges and other assets
                
  Regulatory assets
     32,175       31,988  
  Other deferred charges - regulatory
     13,074       8,988  
  Other deferred charges and other assets
     3,909       4,124  
Total deferred charges and other assets
     49,158       45,100  
                 
TOTAL ASSETS
   $ 549,922     $ 540,314  
The accompanying notes are an integral part of these condensed consolidated financial statements.

 
Page 4 of 30
 


CENTRAL VERMONT PUBLIC SERVICE CORPORATION
  
CONDENSED CONSOLIDATED BALANCE SHEETS
  
(dollars in thousands, except share data)
  
(unaudited)
  
             
   
March 31, 2008
    
December 31, 2007
  
CAPITALIZATION AND LIABILITIES
            
Capitalization
            
  Common stock, $6 par value, 19,000,000 shares authorized, 12,547,776
            
       issued and 10,329,013 outstanding at March 31, 2008 and 12,474,687
            
       issued and 10,244,559 outstanding at December 31, 2007
   $ 75,287     $ 74,848  
  Other paid-in capital
     57,086       56,324  
  Accumulated other comprehensive loss
     (371 )     (378 )
  Treasury stock, at cost, 2,218,763 shares at March 31, 2008 and
                
      2,230,128 shares at December 31, 2007
     (50,476 )     (50,734 )
  Retained earnings
     109,787       108,747  
Total common stock equity
     191,313       188,807  
  Preferred and preference stock not subject to mandatory redemption
     8,054       8,054  
  Preferred stock subject to mandatory redemption
     1,000       2,000  
  Long-term debt
     112,950       112,950  
  Capital lease obligations
     5,665       5,889  
Total capitalization
     318,982       317,700  
                 
Current liabilities
                
  Current portion of preferred stock subject to mandatory redemption
     1,000       1,000  
  Current portion of long-term debt
     3,000       3,000  
  Accounts payable
     5,087       6,253  
  Accounts payable - affiliates
     11,473       13,205  
  Notes payable
     63,800       63,800  
  Dividends payable
     2,363       -  
  Nuclear decommissioning costs
     2,150       2,309  
  Power-related derivatives
     7,159       3,225  
  Other current liabilities
     22,339       20,761  
Total current liabilities
     118,371       113,553  
                 
Deferred credits and other liabilities
                
  Deferred income taxes
     35,873       33,666  
  Deferred investment tax credits
     3,246       3,341  
  Nuclear decommissioning costs
     9,172       9,580  
  Asset retirement obligations
     3,248       3,200  
  Accrued pension and benefit obligations
     21,699       19,874  
  Power-related derivatives
     5,201       4,592  
  Other deferred credits - regulatory
     9,771       9,395  
  Other deferred credits and other liabilities
     24,359       25,413  
Total deferred credits and other liabilities
     112,569       109,061  
                 
Commitments and contingencies
                
                 
TOTAL CAPITALIZATION AND LIABILITIES
   $ 549,922     $ 540,314  

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

 
Page 5 of 30
 


 
 
(dollars in thousands)
  
(unaudited)
  
   
Three months ended March 31
  
   
2008
    
2007
  
Cash flows provided (used) by:
            
OPERATING ACTIVITIES
            
Net income
   $ 5,908     $ 5,706  
Adjustments to reconcile net income to net
                
      cash provided by operating activities:
                
Equity in earnings of affiliates
     (4,185 )     (1,702 )
Distributions received from affiliates
     1,330       1,353  
Depreciation
     3,869       3,739  
Deferred income taxes and investment tax credits
     (200 )     (350 )
Non-cash employee benefit plan costs
     1,445       1,811  
Regulatory and other amortization, net
     149       (11 )
Other non-cash expense, net
     1,368       896  
Changes in assets and liabilities:
                
(Increase) decrease in accounts receivable and unbilled revenues
     (1,350 )     1,426  
Decrease in accounts payable
     (2,052 )     (2,149 )
Increase in accrued income taxes
     3,098       3,709  
Decrease in other current assets
     702       550  
Decrease (increase) in special deposits and restricted cash for power collateral
     62       (1,937 )
Employee benefit plan funding
     (586 )     (618 )
Increase in other current liabilities
     1,848       858  
Other non-current assets and liabilities and other
     (184 )     (121 )
Net cash provided by operating activities
     11,222       13,160  
                 
INVESTING ACTIVITIES
                
Construction and plant expenditures
     (7,267 )     (5,032 )
Investments in available-for-sale securities
     (202 )     (519 )
Proceeds from sale of available-for-sale securities
     135       477  
Return of capital from investments in affiliates
     96       108  
Other investments and capital expenditures
     (44 )     (200 )
Net cash used for investing activities
     (7,282 )     (5,166 )
                 
FINANCING ACTIVITIES
                
Proceeds from issuance of common stock
     1,180       629  
Common and preferred dividends paid
     (2,453 )     (2,423 )
Proceeds from borrowings under revolving credit facility
     9,300       3,500  
Repayments under revolving credit facility
     (9,300 )     (3,500 )
Retirement of preferred stock subject to mandatory redemption
     (1,000 )     (1,000 )
Decrease in special deposits held for preferred stock redemptions
     1,000       1,000  
Reduction in capital lease obligations and other
     (105 )     (217 )
Net cash used for financing activities
     (1,378 )     (2,011 )
                 
Net increase in cash and cash equivalents
     2,562       5,983  
Cash and cash equivalents at beginning of the period
     3,803       2,799  
Cash and cash equivalents at end of the period
   $ 6,365     $ 8,782  

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

 
Page 6 of 30
 


CENTRAL VERMONT PUBLIC SERVICE CORPORATION
  
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCK EQUITY
  
(in thousands, except share data)
  
(unaudited)
  
                                                 
   
Common Stock
          
Treasury Stock
        
                     
Accumulated
                          
             
Other
    
Other
                          
 
Shares
          
Paid-in
    
Comprehensive
                
Retained
        
 
Issued
    
Amount
    
Capital
    
Loss
    
Share
    
Amount
    
Earnings
    
Total
  
Balance, December 31, 2007
     12,474,687     $ 74,848     $ 56,324     $ (378 )     2,230,128     $ (50,734 )   $ 108,747     $ 188,807  
Adjust to initially apply
  SFAS 158 measure
  provision, net of tax
                             4                       (49 )     (45 )
Net income
                                                     5,908       5,908  
Other comprehensive income
                             3                               3  
Dividend reinvestment plan
                                     (11,365 )     258               258  
Stock options exercised
     58,000       348       772                                       1,120  
Share-based compensation
     15,089       91       (59 )                                     32  
Dividends declared on
  common and preferred
  stock
                                                     (4,816 )     (4,816 )
Amortization of preferred
  stock issuance expense
                     4                                       4  
Gain on issuance of
  treasury stock
                     42                                       42  
Loss on reacquisition
  of capital stock
                     3                               (3 )     -  
Balance, March 31, 2008
     12,547,776     $ 75,287     $ 57,086     $ (371 )     2,218,763     $ (50,476 )   $ 109,787     $ 191,313  

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

















 
Page 7 of 30
 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

NOTE 1 - BUSINESS ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General Description of Business Central Vermont Public Service Corporation ("we", "us", "CVPS" or the "company") is engaged in the purchase, production, transmission, distribution and sale of electricity.  We are the largest electric utility in Vermont, serving about 158,000 retail customers spread across about half of Vermont.  Our wholly owned subsidiaries include Custom Investment Corporation, C.V. Realty, Inc., Central Vermont Public Service Corporation - East Barnet Hydroelectric, Inc. and Catamount Resources Corporation.

We have equity ownership interests in Vermont Yankee Nuclear Power Corporation ("VYNPC"), Vermont Electric Power Company, Inc. ("VELCO"), Vermont Transco LLC ("Transco"), Maine Yankee Atomic Power Company ("Maine Yankee"), Connecticut Yankee Atomic Power Company ("Connecticut Yankee") and Yankee Atomic Electric Company ("Yankee Atomic").

Basis of Presentation These unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Accordingly, certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted.  In our opinion, the accompanying interim financial statements reflect all normal, recurring adjustments considered necessary for a fair presentation.  Operating results for the interim periods presented herein may not be indicative of the results that may be expected for the year.  The financial statements incorporated herein should be read in conjunction with the consolidated financial statements and accompanying notes included in our annual report on Form 10-K for the year ended December 31, 2007.

Regulatory Accounting Our utility operations are regulated by the Vermont Public Service Board ("PSB"), the Connecticut Department of Public Utility and Control and the Federal Energy Regulatory Commission ("FERC"), with respect to rates charged for service, accounting, financing and other matters pertaining to regulated operations.  As such, we prepare our financial statements in accordance with SFAS 71, Accounting for the Effects of Certain Types of Regulation ("SFAS 71").  The application of SFAS 71 results in differences in the timing of recognition of certain expenses from those of other businesses and industries.  In the event we determine that our utility operations no longer meet the criteria for applying SFAS 71, the accounting impact would be an extraordinary non-cash charge to operations of an amount that would be material unless stranded cost recovery is allowed through a rate mechanism.  Based on a current evaluation of the factors and conditions expected to impact future cost recovery, we believe future recovery of our regulatory assets is probable.  See Note 4 - Retail Rates and Regulatory Accounting.

Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation.  In 2007, power-related derivatives of $0.7 million were included in Other current assets on the Consolidated Balance Sheet and have been reclassified on a separate line at March 31, 2008.

Recently Adopted Accounting Policies
Fair Value: On January 1, 2008, we adopted FASB Statement No. 157, Fair Value Measurements ("SFAS 157"), which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under U.S. GAAP.  This standard applies prospectively to new fair value measures of financial instruments and recurring fair value measurements of non-financial assets and non-financial liabilities.  SFAS 157 does not expand the use of fair value, but it has applicability to several current accounting standards that require or permit us to measure assets and liabilities at fair value.

On February 12, 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which amends SFAS 157 by allowing entities to delay its effective date by one year for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis.  We have deferred the application of SFAS 157, related to asset retirement obligations until January 1, 2009, as permitted by this FSP.

 
Page 8 of 30
 

SFAS 157 defines fair value as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date," or the "exit price."  We must determine that fair value of an asset or liability based on the assumptions that market participants would use in pricing the asset or liability (if available), and not on our assumptions.  The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability.  SFAS 157 also establishes a three-level fair value hierarchy, reflecting the extent to which inputs to the determination of fair value can be observed, and requires fair value disclosures based upon this hierarchy.  The adoption of SFAS 157 did not have a material impact on our financial position, results of operations and cash flows.  See Note 5 - Fair Value for additional information.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159").  SFAS 159 establishes a fair value option under which entities can elect to report certain financial assets and liabilities at fair value, with changes in fair value recognized in earnings.  On January 1, 2008, SFAS 159 became effective; however, we did not elect the fair value option for any of our financial assets or liabilities.

Pension and Postretirement:  We adopted the recognition and disclosure provisions of SFAS No. 158 Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R) ("SFAS 158") as of December 31, 2006.  SFAS 158 requires companies to measure plan assets and benefit obligations as of the same date as their fiscal year-end balance sheet.  This provision of SFAS 158 is effective for CVPS in 2008 and we adopted the measurement provisions on January 1, 2008.  For the purpose of determining the impact of adoption, we estimated that changing the annual benefit measurement date from September 30, 2007 to December 31, 2008 resulted in a pre-tax charge of $1.3 million, of which $0.1 million was recorded to retained earnings.  Our pension and postretirement medical plans will be remeasured as of December 31, 2008.  In the most recent retail rate proceeding we received approval for recovery of the regulated utility portion of the impact resulting from the change in measurement date.  Accordingly, we have recorded a regulatory asset of $1.2 million in the first quarter of 2008 that will be amortized over five years, commencing on February 1, 2008.

FSP FIN 39-1: In April 2007, the FASB issued FSP FIN 39-1, Offsetting of Amounts Related to Certain Contracts.  It permits the offsetting of amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement that have been offset.  We adopted this FSP on January 1, 2008 and it did not impact our financial statements since our accounting policy is to continue reporting derivatives on a gross basis.

Recent Accounting Pronouncements Not Yet Adopted 
SFAS 141(R):  In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations ("SFAS 141R").  SFAS 141R replaces SFAS 141 and establishes principles and requirements for the recognition and measurement by acquirers of assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and any goodwill acquired.  SFAS 141R also establishes disclosure requirements to enable financial statement readers to evaluate the nature and financial effects of the business combination.  SFAS 141R will become effective for us on January 1, 2009.  The impact of applying SFAS 141R for periods subsequent to implementation will be dependent upon the nature of any transactions within the scope of SFAS 141R.

SFAS 160:  In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51 ("SFAS 160").  SFAS 160 states that minority interests will be recharacterized as noncontrolling interests and classified as a component of equity.  SFAS 160 also establishes reporting requirements that provide sufficient disclosures that identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  SFAS 160 will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary.  It requires that once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value.  SFAS 160 is effective as of the beginning of an entity's first fiscal year beginning on or after December 15, 2008 (beginning January 1, 2009 for us).  We have not yet evaluated the impact, if any, that the adoption of SFAS 160 may have on our financial statements.

SFAS 161:  In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 ("SFAS 161").  SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities.  SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 (beginning January 1, 2009 for us).  We have not yet evaluated the impact, if any, that the adoption of SFAS 161 may have on our financial statements.

 
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NOTE 2 - EARNINGS PER SHARE ("EPS")
The Condensed Consolidated Statements of Income include basic and diluted per share information.  The table below provides a reconciliation of the numerator and denominator used in calculating basic and diluted EPS for the three months ended March 31 (dollars in thousands, except share information):

   
2008
    
2007
  
Numerator for basic and diluted EPS:
            
Net income
   $ 5,908     $ 5,706  
Dividends declared on preferred stock
     (92 )     (92 )
Net income available for common stock
   $ 5,816     $ 5,614  
                 
Denominators for basic and diluted EPS:
                
Weighted-average basic shares of common stock outstanding
     10,275,505       10,135,481  
   Dilutive effect of stock options
     90,916       102,920  
   Dilutive effect of performance shares
     10,613       2,201  
Weighted-average diluted shares of common stock outstanding
     10,377,034       10,240,602  

All outstanding stock options were included in the computation of diluted shares in 2008 and 2007 because the exercise prices were below the average market price of the common shares.  A total of 12,159 of performance shares were excluded from the computation in 2008 because the grant-date fair value exceeded the average market price of common shares.  All performance shares were included in the computation in 2007.

NOTE 3 - INVESTMENTS IN AFFILIATES
Summarized financial information for Transco for the three months ended March 31 follows (dollars in thousands).  These amounts are also included in VELCO consolidated financial information below.

   
2008
    
2007
  
Operating revenues
   $ 17,747     $ 12,664  
Operating income
   $ 9,058     $ 5,540  
Net income
   $ 8,767     $ 3,507  
                 
Company's ownership interest
     39.79 %     29.86 %
Company's equity in net income
   $ 3,732     $ 1,161  

Included in Transco's operating revenues above are transmission sales to us of approximately $3.4 million in 2008 and $1.5 million in 2007.  These amounts are reflected as Transmission - affiliates on our Condensed Consolidated Statements of Income.  Transmission services provided by Transco are billed to us under the 1991 Transmission Agreement ("VTA").  All Vermont electric utilities are parties to the VTA.  In June 2007, FERC issued an Order combining three FERC filings related to the VTA, including a request by five municipal utilities for FERC approval to withdraw from the VTA and take transmission service under a different tariff, and a request by Transco for revisions to the VTA.  The parties reached a preliminary settlement in January 2008 and filed a definitive settlement agreement with the FERC in March 2008.  The settlement agreement is supported by all parties, including us, and resolves all issues that were raised in the FERC proceedings.  The settlement agreement must be approved by the FERC and related amendments to the Transco Operating Agreement, necessary to implement the settlement, must be approved by the PSB.  We expect that the settlement agreement, if approved, will trigger reconsideration events under FIN 46R, Consolidation of Variable Interest Entities, but have not yet completed our assessment of the potential impact, if any.

 
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Summarized financial information for VELCO consolidated for the three months ended March 31 follows (dollars in thousands):

   
2008
    
2007
  
Operating revenues
   $ 17,874     $ 12,787  
Operating income
   $ 8,609     $ 5,088  
                 
Net income before non-controlling interest
   $ 8,339     $ 3,174  
Less members non-controlling interest in net income
     7,628       2,365  
Net income
   $ 711     $ 809  
                 
Company's common stock ownership interest
     47.05 %     47.05 %
Company's equity in net income
   $ 372     $ 397  

Summarized financial information for VYNPC for the three months ended March 31 follows (dollars in thousands):

   
2008
    
2007
  
Operating revenues
   $ 45,654     $ 44,372  
Operating income
   $ 139     $ 827  
Net income
   $ 124     $ 225  
                 
Company's common stock ownership interest
     58.85 %     58.85 %
Company's equity in net income
   $ 73     $ 133  

Included in VYNPC's operating revenues above are sales to us of approximately $15.9 million in 2008 and $15.5 million in 2007.  These are included in Purchased power - affiliates on our Condensed Consolidated Statements of Income.  Also see Note 7 - Commitments and Contingencies.

Maine Yankee, Connecticut Yankee and Yankee Atomic We own, through equity investments, 2 percent of Maine Yankee, 2 percent of Connecticut Yankee and 3.5 percent of Yankee Atomic.  All three companies have completed plant decommissioning and the operating licenses have been amended by the Nuclear Regulatory Commission ("NRC") for operation of Independent Spent Fuel Storage Installations.  All three remain responsible for safe storage of the spent nuclear fuel and waste at the sites until the United States Department of Energy ("DOE") meets its obligation to remove the material from the sites.  Our share of their estimated costs are reflected on the Condensed Consolidated Balance Sheets as regulatory assets and nuclear decommissioning liabilities (current and non-current).  These amounts are adjusted when revised estimates are provided.  At March 31, 2008, we had regulatory assets of $1.7 million for Maine Yankee, $6.8 million for Connecticut Yankee and $2.8 million for Yankee Atomic.  These estimated costs are being collected from customers through existing retail rate tariffs.  Total billings from the three companies amounted to $0.6 million in 2008 and $0.7 million in 2007.  These amounts are included in Purchased power - affiliates on our Condensed Consolidated Statements of Income.

All three companies have been seeking recovery of fuel storage-related costs stemming from the default of the DOE under the 1983 fuel disposal contracts that were mandated by the United States Congress under the Nuclear Waste Policy Act of 1982.  Under the Act, the companies believe the DOE was required to begin removing spent nuclear fuel and Greater than Class C material from the nuclear plants no later than January 31, 1998 in return for payments by each company into the nuclear waste fund.  No fuel has been collected by the DOE, and spent nuclear fuel is being stored at each of the plants.  Maine Yankee, Connecticut Yankee and Yankee Atomic collected the funds from us and other wholesale utility customers, under FERC-approved wholesale rates, and our share of these payments was collected from retail customers.

 
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In 2006, the United States Court of Federal Claims issued judgment in the spent fuel litigation.  Maine Yankee was awarded $75.8 million in damages through 2002, Connecticut Yankee was awarded $34.2 million through 2001 and Yankee Atomic was awarded $32.9 million through 2001.  In December 2006, the DOE filed a notice of appeal of the court's decision and all three companies filed notices of cross appeals.  As a result none of the companies have recognized the damage awards on their books.  A decision on the appeals is expected in late 2008.  Each of the companies' respective FERC settlements requires that damage payments, net of taxes and net of further spent fuel trust funding, be credited to ratepayers including us.  We expect that our share of these awards, if any, would be credited to our ratepayers.

In December 2007, the three companies filed a second round of claims against the government for damages sustained from 2002 for Maine Yankee and from 2001 for Connecticut Yankee and Yankee Atomic.

We cannot predict the ultimate outcome of these cases due to the pending appeals and the complexity of the issues in the second round of cases.

NOTE 4 - RETAIL RATES AND REGULATORY ACCOUNTING
Retail Rates In January 2008, the PSB approved a settlement agreement that we previously reached with the Vermont Department of Public Service ("DPS").  The settlement included, among other things, a 2.30 percent rate increase (additional revenue of $6.4 million on an annual basis) effective February 1, 2008 and a 10.71 percent rate of return on equity, capped until our next rate proceeding or approval of the alternative regulation plan that we submitted in August 2007.  We also agreed to conduct an independent business process review to assure our cost controls are sufficiently challenging and that we are operating efficiently.  That review commenced in April 2008.

If approved, our alternative regulation plan allows for quarterly rate adjustments to reflect power supply cost changes and annual rate adjustments to reflect changes, within predetermined limits, from the allowed earnings level.  The plan is designed to encourage efficiency in operations, and would replace the traditional ratemaking process.  We cannot predict the outcome of this matter at this time.

Regulatory Accounting Under SFAS 71, we account for certain transactions in accordance with permitted regulatory treatment whereby regulators may permit incurred costs, typically treated as expenses by unregulated entities, to be deferred and expensed in future periods when recovered in future revenues.  In the event that we no longer meet the criteria under SFAS 71 and there is not a rate mechanism to recover these costs, we would be required to write off $16.9 million of regulatory assets (total regulatory assets of $32.2 million less pension and postretirement medical costs of $15.3 million), $13.1 million of other deferred charges - regulatory and $9.8 million of other deferred credits - regulatory.  This would result in a total extraordinary charge to operations of $20.2 million pre-tax as of March 31, 2008.  We would also be required to record pre-tax pension and postretirement costs of $14.1 million to Accumulated Other Comprehensive Loss and $1.2 million to Retained Earnings as reductions to stockholders' equity.  We would also be required to determine any potential impairment to the carrying costs of deregulated plant.

 
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Regulatory assets, certain other deferred charges and other deferred credits are shown in the table below (dollars in thousands).  All regulatory assets are being recovered in retail rates, and are earning a return except for income taxes, nuclear plant dismantling costs and pension and postretirement medical costs.

   
March 31, 2008
    
December 31, 2007
  
Regulatory assets
            
Pension and postretirement medical costs - SFAS No. 158
   $ 15,278     $ 14,673  
Nuclear plant dismantling costs
     11,322       11,889  
Nuclear refueling outage costs - Millstone
     547       820  
Income taxes
     3,812       3,757  
Asset retirement obligations
     570       575  
Other
     646       274  
Total Regulatory assets
     32,175       31,988  
Other deferred charges - regulatory
                
Vermont Yankee sale costs (tax)
     673       673  
Unrealized loss on power contract derivatives
     12,360       7,817  
Tree trimming and pole treating
     41       498  
Total Other deferred charges - regulatory
     13,074       8,988  
Other deferred credits - regulatory
                
Vermont utility overearnings 2001 - 2003
     534       961  
Asset retirement obligation - Millstone Unit #3
     2,702       3,085  
Vermont Yankee IRS settlement
     635       726  
Emission allowances and renewable energy credits
     539       616  
Unrealized gain on power contract derivatives
     845       707  
Environmental remediation
     1,693       1,834  
Vermont Yankee fire settlement
     609       870  
Amortization of provision for rate refund
     705       -  
VYNPC nuclear insurance refund
     560       57  
Other
     949       539  
Total Other deferred credits - regulatory
   $ 9,771     $ 9,395  

NOTE 5 - FAIR VALUE
Effective January 1, 2008, we adopted SFAS 157 as required.  SFAS 157 establishes a single, authoritative definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value and expands disclosures about the use of fair value measurements; however, SFAS 157 does not expand the use of fair value accounting in any new circumstances.  SFAS 157 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

Valuation Techniques:  SFAS 157 emphasizes that fair value is not an entity-specific measurement but a market-based measurement utilizing assumptions market participants would use to price the asset or liability.  SFAS 157 provides guidance on three valuation techniques to be used at initial recognition and subsequent measurement of an asset or liability:

Market Approach:  This approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
Income Approach:  This approach uses valuation techniques to convert future amounts (cash flows, earnings) to a single present value amount.
Cost Approach:  This approach is based on the amount currently required to replace the service capacity of an asset (often referred to as the “current replacement cost”).

The valuation technique (or a combination of valuation techniques) utilized to measure fair value is the one that is appropriate given the circumstances and for which sufficient data is available.  Techniques must be consistently applied, but change is appropriate if new information is available.

 
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Fair Value Hierarchy:  SFAS 157 establishes a fair value hierarchy (“hierarchy”) to prioritize the inputs used in valuation techniques. The hierarchy is designed to indicate the relative reliability of the fair value measure. The highest priority is given to quoted prices in active markets, and the lowest to unobservable data, such as an entity’s internal information. The lower the level of the input of a fair value measurement, the more extensive the disclosure requirements. There are three broad levels:

Level 1:  Quoted prices (unadjusted) are available in active markets for identical assets or liabilities as of the reporting date.
Level 2:  Pricing inputs are other than quoted prices in active markets included in Level 1, which are directly or indirectly observable as of the reporting date.  This value is based on other observable inputs, including quoted prices for similar assets and liabilities in markets that are not active.  Level 2 includes investments in our Millstone Decommissioning Trust Funds such as fixed income securities (Treasury securities, other agency and corporate debt) and equity securities.
Level 3:  Pricing inputs include significant inputs that are generally less observable.  Unobservable inputs may be used to measure the asset or liability where observable inputs are not available.  We develop these inputs based on the best information available, including our own data.  Level 3 instruments include derivatives related to our forward energy purchases and sales, financial transmission rights and a power-related option contract.

Recurring Measures:  The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis.  Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels (dollars in thousands):

 
Fair Value as of March 31, 2008
  
 
Level 1
  
Level 2
    
Level 3
    
Total
  
Assets:
                    
     Millstone decommissioning trust fund
     $ 5,299           $ 5,299  
     Power-related derivatives
             $ 934       934  
     Total
     $ 5,299     $ 934     $ 6,233  
                           
Liabilities:
                          
     Power-related derivatives
             $ 12,360     $ 12,360  

Millstone Decommissioning Trust:  Our primary valuation technique to measure the fair value of our nuclear decommissioning trust investments is the market approach.  Actively traded quoted prices cannot be obtained for the funds in our decommissioning investments.  However, actively traded quoted prices for the underlying securities comprising the funds have been obtained.  Due to these observable inputs, fixed income, equity and cash equivalent securities in the funds are classified as Level 2.

Derivative Financial Instruments:  We estimate fair values of power-related derivatives based on the best market information available, including the use of internally developed models and broker quotes for forward energy contracts.  We use other models and our own assumptions about future congestion costs for valuing financial transmission rights.  We also use a binomial tree model and an internally developed long-term price forecast to value a power-related option contract.

 
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Level 3 Changes:  The following table is a reconciliation of changes in the fair value of items classified as level 3 in the fair value hierarchy.  There were no transfers in or out of level 3 during the period (dollars in thousands).

   
Power-related
  
   
Derivatives, net
  
Balance as of January 1, 2008
   $ (7,110 )
     Net realized losses recognized in Purchase Power - other
     (44 )
     Net unrealized gains (losses) included in regulatory liability (asset)
     (4,921 )
     Purchases, sales, issuances & net settlements
     649  
     Transfers to or (from) level 3
        
Balance as of March 31, 2008
   $ (11,426 )
         
Net realized losses relating to instruments still held as of March 31, 2008
   $ (23 )

Based on a PSB-approved Accounting Order, we record the change in fair value of power contract derivatives as deferred charges or deferred credits on the Condensed Consolidated Balance Sheet, depending on whether the fair value is an unrealized loss or gain.  The corresponding offsets are recorded as current and long-term assets or liabilities depending on the duration.

NOTE 6 - PENSION AND POSTRETIREMENT MEDICAL BENEFITS
The fair value of Pension Plan trust assets was $85.6 million at March 31, 2008 and $91.9 million at December 31, 2007. The unfunded accrued pension benefit obligation recorded on the Condensed Consolidated Balance Sheets was $2.7 million at March 31, 2008 and $1.7 million at December 31, 2007.

The fair value of Postretirement Plan trust assets was $12.2 million at March 31, 2008 and $13.2 million at December 31, 2007.  The unfunded accrued postretirement benefit obligation recorded on the Condensed Consolidated Balance Sheets was $13.7 million at March 31, 2008, and $13 million at December 31, 2007.

Components of net periodic benefit costs for the three months ended March 31 follow (dollars in thousands):

   
Pension Benefits
    
Postretirement Benefits
  
   
2008
    
2007
    
2008
    
2007
  
Service cost
   $ 823     $ 888     $ 155     $ 145  
Interest cost
     1,523       1,561       403       377  
Expected return on plan assets
     (1,831 )     (1,680 )     (267 )     (233 )
Amortization of net actuarial loss
     -       146       263       263  
Amortization of prior service cost
     97       100       -       -  
Amortization of transition obligation
     -       -       64       64  
Net periodic benefit cost
     612       1,015       618       616  
Less amounts capitalized
     88       171       89       104  
Net benefit costs expensed
   $ 524     $ 844     $ 529     $ 512  

NOTE 7 - COMMITMENTS AND CONTINGENCIES
Nuclear Decommissioning Obligations We have a 1.7303 joint-ownership percentage in Millstone Unit # 3, in which Dominion Nuclear Connecticut ("DNC") is the lead owner with about 93.4707 percent of the plant joint-ownership.  We have an external trust dedicated to funding our joint-ownership share of future decommissioning costs.  DNC has suspended contributions to the Millstone Unit #3 Trust Fund because the minimum NRC funding requirements are being met or exceeded.  We have also suspended contributions to the Trust Fund, but could choose to renew funding at our own discretion as long as the minimum requirement is met or exceeded.  If additional decommissioning funding is necessary, we will be obligated to resume contributions to the Trust Fund.

 
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Our obligations related to Maine Yankee, Connecticut Yankee and Yankee Atomic are described in Note 3 - Investments in Affiliates.  We also had a 35 percent ownership interest in the Vermont Yankee nuclear power plant through our equity investment in VYNPC, but the plant was sold in 2002.  Our obligation for plant decommissioning costs ended when the plant was sold, except that VYNPC retained responsibility for the pre-1983 spent fuel disposal cost liability.  VYNPC has a dedicated trust fund for this liability.  At this time, the fund balance is expected to equal or exceed the obligation.  Excess funds, if any, will be returned to us and must be applied to the benefit of ratepayers.

Long-Term Power Purchase Obligations Vermont Yankee: We are purchasing our entitlement share of Vermont Yankee plant output through the Purchase Power Agreement ("PPA") between Entergy Nuclear Vermont Yankee, LLC ("ENVY") and VYNPC.  An uprate in 2006 increased the plant's operating capacity by approximately 20 percent. After completion of the uprate, VYNPC's entitlement to plant output declined from 100 percent to 83 percent, and our entitlement share declined from 35 percent to 29 percent.  ENVY has no obligation to supply energy to VYNPC over its entitlement share of plant output, so we receive reduced amounts when the plant is operating at a reduced level, and no energy when the plant is not operating.  The plant normally shuts down for about one month every 18 months for maintenance and to insert new fuel into the reactor.

We normally purchase replacement energy in the wholesale markets in New England when the Vermont Yankee plant is not operating or is operating at reduced levels.  We also have forced outage insurance to cover additional costs, if any, of obtaining replacement power from other sources if the Vermont Yankee plant experiences unplanned outages.  We recently renegotiated the policy to extend coverage through March 31, 2009 instead of December 31, 2008.  The coverage applies to unplanned outages of up to 30 consecutive calendar days per outage event, and provides for payment of the difference between the spot market price and $40/mWh. The total maximum coverage is $12.0 million.

We are a party to a PSB Docket that was opened in June 2006 to investigate whether the reliability of the increased plant output would be adversely affected by the operation of the plant's steam dryer.  In September 2006, the PSB issued an order requiring ENVY to provide additional ratepayer protections.  The DPS and ENVY reached an agreement in a compliance filing with the PSB, but ENVY requested reconsideration of the PSB ruling.  Reconsideration was denied and ENVY has appealed to the Vermont Supreme Court.  Although the appeal remains pending, the period during which the protection applied has expired without occurrence of such an event.

The PPA between ENVY and VYNPC contains a formula for determining the VYNPC power entitlement following the uprate.  VYNPC and ENVY are seeking to resolve certain differences in the interpretation of the formula.  At issue is how much capacity and energy VYNPC Sponsors receive under the PPA following the uprate.  Based on VYNPC's calculations, the VYNPC Sponsors should be entitled to slightly more capacity and energy than they are currently receiving under the PPA.  We cannot predict the outcome of this matter at this time.

If the Vermont Yankee plant is shut down for any reason prior to the end of its operating license, we would lose the economic benefit of an energy volume equal to close to 50 percent of our total committed supply and have to acquire replacement power resources for approximately 40 percent of our estimated power supply needs.  Based on projected market prices as of March 31, 2008, the incremental replacement cost of lost power, including capacity, is estimated to average $60 million annually.  We are not able to predict whether there will be an early shutdown of the Vermont Yankee plant or whether the PSB would allow timely and full recovery of increased costs related to any such shutdown.  However, an early shutdown could materially impact our financial position and future results of operations if the costs are not recovered in retail rates in a timely fashion.

Hydro-Quebec: We are purchasing power from Hydro-Quebec under the Vermont Joint Owners ("VJO") Power Contract and related contracts negotiated between us and Hydro-Quebec.  There are specific contractual provisions that provide that in the event any VJO participant fails to meet its obligation under the contract, the remaining VJO participants must "step-up" to the defaulting party's share on a pro rata basis.  The VJO contract runs through 2020, but our purchases end in 2016.  As of November 1, 2007, the annual load factor was reduced from 80 percent to 75 percent, and it will remain at 75 percent until the contract ends, unless the contract is changed or there is a reduction due to the adverse hydraulic conditions described below.  Total purchases under the VJO Contract were $16.4 million in the first quarter of 2008 and $16.7 million in the first quarter of 2007.

 
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In the early phase of the VJO Power Contract, two sellback contracts were negotiated, the first delaying the purchase of 25 MW of capacity and associated energy, the second reducing the net purchase of Hydro-Quebec power through 1996. In 1994, we negotiated a third sellback arrangement whereby we received a reduction in capacity costs from 1995 to 1999.  In exchange, Hydro-Quebec obtained two options.  The first gives Hydro-Quebec the right, upon four years' written notice, to reduce capacity and associated energy deliveries by 50 MW, including the use of a like amount of our Phase I/II transmission facility rights.  The second gives Hydro-Quebec the right, upon one year's written notice, to curtail energy deliveries in a contract year (12 months beginning November 1) from an annual capacity factor of 75 to 50 percent due to adverse hydraulic conditions as measured at certain metering stations on unregulated rivers in Quebec.  This second option can be exercised five times through October 2015.  Hydro-Quebec has not yet exercised these options.

In accordance with FIN 45, we are required to disclose the "maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee."  Such disclosure is required even if the likelihood is remote.  With regard to the "step-up" provision in the VJO Power Contract, we must assume that all members of the VJO simultaneously default in order to estimate the "maximum potential" amount of future payments.  We believe this is a highly unlikely scenario given that the majority of VJO members are regulated utilities with regulated cost recovery.  Each VJO participant has received regulatory approval to recover the cost of this purchased power in their most recent rate applications.  Despite the remote chance that such an event could occur, we estimate that our undiscounted purchase obligation would be about an additional $550 million for the remainder of the contract, assuming that all members of the VJO defaulted by April 1, 2008 and remained in default for the duration of the contract.  In such a scenario, we would then own the power and could seek to recover our costs from the defaulting members or our retail customers, or resell the power in the wholesale power markets in New England.  The range of outcomes (full cost recovery, potential loss or potential profit) would be highly dependent on Vermont regulation and wholesale market prices at the time.

Independent Power Producers:  We purchase power from a number of Independent Power Producers that own qualifying facilities under the Public Utility Regulatory Policies Act of 1978.  These qualifying facilities produce energy primarily using hydroelectric and biomass generation.  Most of the power comes through a state-appointed purchasing agent that allocates power to all Vermont utilities under PSB rules.  Total purchases were $7.9 million in the first quarter of 2008 and $6.2 million in the first quarter of 2007.

Performance Assurance   We are subject to performance assurance requirements through ISO-New England under the Financial Assurance Policy for NEPOOL members.  We are required to post collateral for all net purchased power transactions since our credit limit with ISO-New England is zero.  Additionally, we are selling power in the wholesale market pursuant to contracts with third parties, and are required to post collateral under certain conditions defined in the contracts.  At March 31, 2008, our total collateral requirements amounted to $4.5 million.  We posted $6 million of letters of credit under our $25 million revolving credit facility and $0.6 million in cash to support these requirements.  The $0.6 million in cash is included in Cash and Cash Equivalents on the Condensed Consolidated Balance Sheet since it is not legally restricted.

We are also subject to performance assurance requirements under our Vermont Yankee power purchase contract (the 2001 Amendatory Agreement).  If ENVY, the seller, has commercially reasonable grounds to question our ability to pay for our monthly power purchases, ENVY may ask VYNPC and VYNPC may then ask us to provide adequate financial assurance of payment. We have not had to post collateral under this contract.

Operating leases: We lease our vehicles and related equipment under one operating lease agreement.  We have guaranteed a residual value to the lessor in the event leased items are sold. The guarantee provides for reimbursement of up to 87 percent of the unamortized value of the lease portfolio.  Under the guarantee, if the entire lease portfolio had a fair value of zero at March 31, 2008, we would have been responsible for a maximum reimbursement of $8.5 million.  At March 31, 2008, we had a liability of $0.2 million, which is offset in prepayments on the Condensed Consolidated Balance Sheet.

 
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Environmental Over the years, more than 100 companies have merged into or been acquired by CVPS.  At least two of those companies used coal to produce gas for retail sale.  This practice ended more than 50 years ago.  Gas manufacturers, their predecessors and CVPS used waste disposal methods that were legal and acceptable then, but may not meet modern environmental standards and could represent a liability.  Some operations and activities are inspected and supervised by federal and state authorities, including the Environmental Protection Agency.  We believe that we are in compliance with all laws and regulations and have implemented procedures and controls to assess and assure compliance.  Corrective action is taken when necessary.  Below is a brief discussion of known material issues.

Cleveland Avenue Property: The Cleveland Avenue property in Rutland, Vermont, was used by a predecessor to make gas from coal.  Later, we sited various operations there.  Due to the existence of coal tar deposits, polychlorinated biphenyl contamination and the potential for off-site migration, we conducted studies in the late 1980s and early 1990s to quantify the potential costs to remediate the site.  Investigation at the site has continued, including work with the State of Vermont to develop a mutually acceptable solution.  In 2006, we updated the cost estimate of remediation for this site.  The liability for site remediation is expected to range from $2.3 million to $0.9 million.  As of March 31, 2008, we accrued $1.3 million representing the most likely cost of the remediation effort.

Brattleboro Manufactured Gas Facility: In the 1940s, we owned and operated a manufactured gas facility in Brattleboro, Vermont.  We ordered a site assessment in 1999 at the request of the State of New Hampshire.  In 2001, New Hampshire indicated that no further action was required, though it reserved the right to require further investigation or remedial measures.  In 2002, the Vermont Agency of Natural Resources notified us that our corrective action plan for the site was approved.  That plan is now in place.  In 2006, we updated the cost estimate of remediation for this site.  The liability for site remediation is expected to range from $1.3 million to $0.1 million.  As of March 31, 2008, we accrued $0.6 million representing the most likely cost of the remediation effort.

Dover, New Hampshire, Manufactured Gas Facility: In 1999, Public Service Company of New Hampshire contacted us about this site, and we reached a settlement with them in 2002.  Our remaining obligation was less than $0.1 million at March 31, 2008.

The reserve for environmental matters described above amounted to $1.9 million as of March 31, 2008 and December 31, 2007.  The current and long-term portions are included as liabilities on the Condensed Consolidated Balance Sheets.  The reserve represents our best estimate of the cost to remedy issues at these sites based on available information as of the end of the reporting period.  To our knowledge, there is no pending or threatened litigation regarding other sites with the potential to cause material expense.  No government agency has sought funds from us for any other study or remediation.

Reserve for Loss on Power Contract On January 1, 2004, we terminated a long-term power contract with Connecticut Valley Electric Company, a regulated electric utility that used to be our wholly owned subsidiary.  In accordance with the requirements of SFAS 5, Accounting for Contingencies, we recorded a $14.4 million pre-tax loss accrual in the first quarter of 2004 related to the contract termination.  The loss accrual represented our best estimate of the difference between expected future sales revenue in the wholesale market for the purchased power that was formerly sold to Connecticut Valley Electric Company and the net cost of purchased power obligations.  We review this estimate at the end of each reporting period and will increase the reserve if the revised estimate exceeds the recorded loss accrual.  The loss accrual is being amortized on a straight-line basis through 2015, the estimated life of the power contracts that were in place to supply power under the contract.  The reserve amounted to $9.3 million at March 31, 2008 and $9.6 million at December 31, 2007.  The current and long-term portions are included as liabilities on the Condensed Consolidated Balance Sheets.

Catamount Indemnifications In 2005 we sold our remaining interests in Catamount Energy Corporation ("Catamount"), our wholly owned subsidiary, and agreed to indemnify Catamount, the purchaser and certain of their respective affiliates, in respect of a breach of certain representations and warranties and covenants.  Indemnification is subject to a $1.5 million deductible and a $15 million cap, excluding certain customary items.  Environmental representations are subject to the deductible and the cap, and such environmental representations for only two of Catamount's underlying energy projects survived beyond June 30, 2007.  Our estimated "maximum potential" amount of future payments related to these indemnifications is limited to $15 million.  We have not recorded any liability related to these indemnifications.

 
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NOTE 8 - SEGMENT REPORTING
The following table provides segment financial data for the three months ended March 31 (dollars in thousands).  Inter-segment revenues were a nominal amount in both periods presented.

         
 
    
Reclassification &
        
   
CV-VT
    
Other
Companies
    
Consolidating Entries
    
Consolidated
  
March 31, 2008
                        
Revenues from external customers
   $ 91,224     $ 432     $ (432 )   $ 91,224  
Net income
   $ 5,830     $ 78     $ -     $ 5,908  
Total assets at March 31, 2008
   $ 548,333     $ 1,872     $ (283 )   $ 549,922  
                                 
March 31, 2007
                                
Revenues from external customers
   $ 86,696     $ 435     $ (435 )   $ 86,696  
Net income
   $ 5,478     $ 228     $ -     $ 5,706  
Total assets at December 31, 2007
   $ 538,481     $ 2,134     $ (301 )   $ 540,314  


 
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Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations
In this section we discuss our general financial condition and results of operations.  Certain factors that may impact future operations are also discussed.  Our discussion and analysis is based on, and should be read in conjunction with, the accompanying Condensed Consolidated Financial Statements.

Forward-looking statements Statements contained in this report that are not historical fact are forward-looking statements within the meaning of the 'safe-harbor' provisions of the Private Securities Litigation Reform Act of 1995.  Whenever used in this report, the words "estimate," "expect," "believe," or similar expressions are intended to identify such forward-looking statements.  Forward-looking statements involve estimates, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.  Actual results will depend upon, among other things:
§  
the actions of regulatory bodies with respect to allowed rates of return, continued recovery of regulatory assets and proposed alternative regulations;
§  
performance and continued operation of the Vermont Yankee nuclear power plant;
§  
effects of and changes in weather and economic conditions;
§  
volatility in wholesale power markets;
§  
ability to maintain or improve our current credit ratings;
§  
the operations of ISO-New England;
§  
changes in the cost or availability of capital;
§  
changes in financial or regulatory accounting principles or policies imposed by governing bodies;
§  
capital market conditions, including price risk due to marketable securities held as investments in trust for nuclear decommissioning, pension and postretirement medical plans;
§  
changes in the levels and timing of capital expenditures, including our discretionary future investments in Transco;
§  
our ability to replace or renegotiate our long-term power supply contracts;
§  
our ability to replace a mature workforce and retain qualified, skilled and experienced personnel;
§  
and other presently unknown or unforeseen factors.
We cannot predict the outcome of any of these matters; accordingly, there can be no assurance as to actual results.  We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

EXECUTIVE SUMMARY
Our core business is the Vermont electric utility business.  The rates we charge for retail electricity sales are regulated by the Vermont Public Service Board ("PSB").  Fair regulatory treatment is fundamental to maintaining our financial stability.  Rates must be set at levels to recover costs, including a market rate of return to equity and debt holders, in order to attract capital.

Our consolidated earnings for the first quarter of 2008 were $5.9 million or 56 cents per diluted share of common stock, and $5.7 million, or 55 cents per diluted share of common stock for the same period in 2007.  The primary drivers of the first quarter year-over-year earnings variance are described in Results of Operations below.

We continue to focus on key strategic financial initiatives including: restoring our corporate credit rating to investment-grade; ensuring that our retail rates are set at levels to recover our costs of service; evaluating financing options to support current and future working capital needs; and planning for replacement power when long-term power contracts begin to expire in 2012.

In December 2007, we invested $53 million in Vermont Transco LLC ("Transco") using the proceeds from the issuance of a $53 million six-month unsecured note.  We expect to issue $60 million of first mortgage bonds on or around May 15, 2008.  The proceeds will be used to pay off the note.

 
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RETAIL RATES AND ALTERNATIVE REGULATION
In January 2008, the PSB approved a settlement agreement that we reached with the Vermont Department of Public Service ("DPS").  This included, among other things, a 2.30 percent rate increase (additional revenue of $6.4 million on an annual basis) effective February 1, 2008 and a 10.71 percent rate of return on equity, capped until our next rate proceeding or approval of the alternative regulation plan that we submitted in August 2007.  We also agreed to conduct an independent business process review to assure our cost controls are sufficiently challenging and that we are operating efficiently.  That review commenced in April 2008, and is expected to conclude in the third quarter of 2008.

The alternative regulation plan proposal that we submitted in August 2007 for PSB approval is currently under review and a PSB decision is expected in the third or fourth quarter of 2008.  If approved, the plan would allow for quarterly rate adjustments to reflect power supply cost changes and annual rate adjustments to reflect changes, within predetermined limits, from the allowed earnings level.  The plan is designed to encourage efficiency in operations, and would replace the traditional ratemaking process, which is costly and time-consuming.  We cannot predict the outcome of the review at this time.

LIQUIDITY AND CAPITAL RESOURCES
Cash Flows At March 31, 2008, we had cash and cash equivalents of $6.4 million compared to $8.8 million at March 31, 2007.  The primary components of cash flows from operating, investing and financing activities for both periods are discussed in more detail below.

Operating Activities: Operating activities provided $11.2 million in the first quarter of 2008.  Net income, when adjusted for depreciation, amortization, deferred income tax and other non-cash income and expense items, provided $9.7 million.  In addition, changes in working capital and other items provided $1.5 million.

During the first quarter of 2007, operating activities provided $13.2 million.  Net income, when adjusted for depreciation, amortization, deferred income tax and other non-cash income and expense items, provided $11.5 million.  Special deposits and restricted cash used to meet performance assurance requirements for certain power contracts increased by $1.9 million because a $4.5 million letter of credit for purchased power performance assurance was replaced with cash collateral.  The remaining changes in working capital and other items provided $3.6 million.

Investing Activities: Investing activities used $7.3 million in the first quarter of 2008 for construction and plant expenditures.  During 2007, investing activities used $5.2 million, including $5.0 million for construction and plant expenditures and $0.2 million for other investments.

Financing Activities: In the first quarter of 2008, financing activities used $1.3 million, including $2.4 million for dividends paid on common and preferred stock, $1.0 million for preferred stock sinking fund payments, and $0.2 million for capital lease payments.  These items were partially offset by $1.2 million from stock option exercises, a $1.0 million reduction in special deposits for preferred stock sinking fund payments, and $0.1 million for other financing activities.

During the first quarter of 2007, financing activities used $2.0 million, including $2.4 million for dividends paid on common and preferred stock, $1.0 million for preferred stock sinking fund payments, and $0.2 million for capital lease payments.  These items were partially offset by $0.6 million from stock option exercises, and a $1.0 million reduction in restricted cash for preferred stock sinking fund payments.

Financing
2008 Financing: We expect to issue $60 million of first mortgage bonds on or around May 15, 2008.  The proceeds will be used to pay off our $53 million short-term note due June 30, 2008.  We are also reviewing financing options to support current and future working capital needs resulting from investments in our distribution and transmission system and possible future investments in Transco.

 
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Credit Facility: We have a 364-day, $25 million unsecured revolving credit facility with a major lending institution pursuant to a Credit Agreement dated December 28, 2007.  Pursuant to a commitment from the bank dated February 11, 2008, we have the sole option to extend the maturity of the credit facility to March 31, 2009.  The purpose of the facility is to provide liquidity for general corporate purposes, including working capital needs and power contract performance assurance requirements, in the form of funds borrowed and letters of credit.  In the first quarter of 2008, we were able to obtain amendments to certain first mortgage bond issuance restrictions.  At March 31, 2008, there were no borrowings outstanding under this facility, but $6 million of letters of credit were outstanding in support of performance assurance requirements associated with our power transactions.

Short-Term Note: We have a six-month unsecured term note in the principal amount of $53 million with a major lending institution.  The loan is payable June 30, 2008 and currently carries an adjustable interest rate tied to overnight LIBOR plus a fixed spread that decreases as our credit rating improves.  Pursuant to a commitment from the lending institution dated February 11, 2008, we have the sole option to extend the maturity of the term note to March 31, 2009.  As described above, we intend to pay off this note in the second quarter of 2008.

Covenants:  At March 31, 2008, we were in compliance with all financial and non-financial covenants related to our various debt agreements, articles of association, letters of credit and credit facility.

Investment opportunities in Transco Based on current projections, Transco expects to need additional capital in 2008 and 2009, but its projections are subject to change based on a number of factors, including revised construction estimates, timing of project approvals from regulators, and desired changes in its equity-to-debt ratio.  While we have no obligation to make additional investments in Transco, we continue to evaluate investment opportunities on a case-by-case basis.  Depending on timing, the factors discussed above, and the amounts invested by other owners, we could have an opportunity to make additional investments up to $2 million in 2008 and $20 million to $25 million in 2009.  Any investments that we make in Transco are voluntary, and subject to available capital and appropriate regulatory approvals.

Capital spending In 2008, we expect to invest $41.5 million primarily in our transmission and distribution infrastructure to ensure continued system reliability, including installation of new voltage support equipment in southern Vermont currently estimated at $11 million.  This compares to capital expenditures of approximately $23 million in 2007.  These estimates are subject to continuing review and adjustment, and actual capital expenditures and timing may vary.

Performance assurance We are subject to performance assurance requirements through ISO-New England under the Financial Assurance Policy for NEPOOL members.  We are required to post collateral for all net purchased power transactions since our credit limit with ISO-New England is zero.  Additionally, we are selling power in the wholesale market pursuant to contracts with third parties, and are required to post collateral under certain conditions defined in the contracts.  At March 31, 2008, our total collateral requirements amounted to $4.5 million.  We posted $6 million of letters of credit and $0.6 million in cash to support these requirements.

We are also subject to performance assurance requirements under our Vermont Yankee power purchase contract (the 2001 Amendatory Agreement).  If Entergy Nuclear Vermont Yankee, LLC ("ENVY"), the seller, has commercially reasonable grounds to question our ability to pay for monthly power purchases, ENVY may ask VYNPC and VYNPC may then ask us to provide adequate financial assurance of payment. We have not had to post collateral under this contract.

Cash flow risks Based on our current cash forecasts, we will require outside capital in addition to cash flow from operations and our $25 million unsecured revolving credit facility in order to fund our business over the next year.  While we expect to issue first mortgage bonds in the second quarter of 2008, continued upheaval in the capital markets as described below could negatively impact our ability to obtain additional outside capital on reasonable terms.  In addition, an extended unplanned Vermont Yankee plant outage or similar event could significantly impact our liquidity due to the potentially high cost of replacement power and performance assurance requirements arising from purchases through ISO-New England or third parties.  In the event of an extended Vermont Yankee plant outage, we could seek emergency rate relief from our regulators.  Other material risks to cash flow from operations include: loss of retail sales revenue from unusual weather; slower-than-anticipated load growth and unfavorable economic conditions; increases in net power costs due to lower-than-anticipated margins on sales revenue from excess power or an unexpected power source interruption; required prepayments for power purchases; and increases in performance assurance requirements.

 
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Subprime credit crisis Due to recent market developments, including a series of rating agency downgrades of subprime U.S. mortgage-backed securities, the fair values of subprime-related investments have declined.  This decline in fair value has become especially problematic for certain large financial institutions.  We performed an assessment of our ability to obtain financing and currently expect to have access to liquidity in the capital markets at reasonable rates.  We also have access to our unsecured revolving credit facility, which is not affected by general market conditions.  However, sustained turbulence in the U.S. credit markets could limit or delay our future access to capital.

We have also performed an assessment of the subprime exposure in our money market, benefit and nuclear decommissioning trust funds and have determined that a decline, if any, in fund fair value of subprime-related investments is not expected to be material.

ACCOUNTING MATTERS
Critical accounting policies and estimates  Our financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U. S. GAAP"), requiring us to make estimates and judgments that affect reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements. Our critical accounting policies and estimates are described in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2007 Annual Report on Form 10-K.  At March 31, 2008, our critical accounting policies and estimates did not change significantly from December 31, 2007, except as described below.

Fair Value Measurements:  We adopted SFAS 157, Fair Value Measurements ("SFAS 157"), on January 1, 2008.  SFAS 157 defines fair value, establishes criteria to be considered when measuring fair value and expands disclosures about fair value measurements, but it does not expand the use of fair value accounting in any new circumstances. On February 12, 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which amends SFAS 157 by allowing entities to delay its effective date by one year for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis.  We have deferred the application of SFAS 157, related to our asset retirement obligations until January 1, 2009, as permitted by this FSP.  Adoption of SFAS 157 did not have a material impact on our financial position, results of operations and cash flows.

SFAS 157 establishes a fair value hierarchy to prioritize the inputs used in valuation techniques. The hierarchy is designed to indicate the relative reliability of the fair value measure. The highest priority is given to quoted prices in active markets, and the lowest to unobservable data, such as an entity’s internal information. The lower the level of the input of a fair value measurement, the more extensive the disclosure requirements.  The three broad levels include: quoted prices in active markets for identical assets or liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3).

Our assets and liabilities that are recorded at fair value on a recurring basis include power-related derivatives and our Millstone decommissioning trust.  Power-related derivatives are classified as Level 3.  The Millstone decommissioning trust funds include treasury securities, other agency and corporate fixed income securities and equity securities that are classified as Level 2.  Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the SFAS 157 fair value hierarchy levels.  At March 31, 2008, the net fair value of power-related derivatives was $11.4 million, and the fair value of decommissioning trust assets was $5.3 million.

Also see Note 5 - Fair Value for additional information.

Other See Note 1 - Business Organization and Summary of Significant Accounting Policies for discussion of newly adopted accounting policies and recently issued accounting pronouncements.

 
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RESULTS OF OPERATIONS
The following is a detailed discussion of the results of operations for the first quarter of 2008 compared to the same period in 2007.  It should be read in conjunction with the condensed consolidated financial statements and accompanying notes included in this report.

Our first quarter 2008 earnings increased by $0.2 million, or 1 cent per diluted share of common stock, compared to the same period in 2007.  The table below provides a reconciliation of the primary year-over-year variances in diluted earnings per share.

2007 Earnings per diluted share
   $ 0.55  
         
     Higher operating revenues
     0.25  
     Higher equity in earnings of affiliates
     0.14  
     Higher purchased power expense
     (0.04 )
     Higher transmission expense
     (0.12 )
     Higher other operating expenses
     (0.13 )
     Other
     (0.09 )
         
2008 Earnings per diluted share
   $ 0.56  

Operating Revenues Operating revenues and related mWh sales are summarized below.

   
Revenue (in thousands)
    
mWh Sales
  
   
2008
    
2007
    
2008
    
2007
  
Residential
   $ 38,512     $ 37,705       280,995       287,588  
Commercial
     26,799       27,148       219,751       224,672  
Industrial
     9,630       10,238       104,925       118,378  
Other
     465       450       1,570       1,537  
    Total retail sales
     75,406       75,541       607,241       632,175  
Resale sales
     13,502       9,607       205,137       174,983  
Provision for rate refund
     (62 )     (187 )     -       -  
Other operating revenues
     2,378       1,735       -       -  
Total operating revenues
   $ 91,224     $ 86,696       812,378       807,158  

Revenue increased $4.5 million in the first quarter of 2008 compared to the same period in 2007 as a result of the following:
§  
Retail sales decreased $0.1 million comprised of a $2.6 million decrease due to lower sales volume, largely offset by a $2.5 million increase due to higher average retail rates.  Sales volume decreased due to lower average usage resulting from economic conditions, including the effect of the loss of two industrial customers due to plant closures.  Retail revenue increased $1.2 million due to the 2.30 percent rate increase effective February 1, 2008 and $1.3 million due to higher average unit price due to customer usage mix.
§  
Resale sales increased $3.9 million resulting from higher average market prices and additional excess power available for resale due in large part to decreased retail sales volume compared to last year.
§  
The provision for rate refund, which is a reduction in operating revenues, decreased by $0.1 million in the first quarter.  It is related to amounts that were included in retail rates in 2007 and January 2008 that were to be refunded to customers.  The provision for refund ended with retail rates effective February 1, 2008 because the new rates include the customer refund.
§  
Other operating revenues increased $0.6 million largely due to sales of additional transmission capacity from our share of Phase I/II transmission facility rights.  We began selling transmission capacity in April 2007, and we have the ability to restrict the amount of capacity assigned to the purchasers based on certain conditions.  Revenue from these sales amounted to approximately $1.4 million in calendar year 2007, and is estimated to be approximately $1.8 million annually from 2008 through 2010.

 
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Operating Expenses Operating expenses increased $4.2 million in the first quarter of 2008 compared to the same period in 2007.  Significant variances in operating expenses on the Condensed Consolidated Statements of Income are described below.

Purchased Power: Purchased power expense and volume are summarized below.

   
Purchases (in thousands)
    
mWh purchases
  
   
2008
    
2007
    
2008
    
2007
  
VYNPC
   $ 15,900     $ 15,454       393,572       386,996  
Hydro-Quebec
     16,421       16,733       251,089       267,542  
Independent Power Producers
     7,904       6,186       56,306       44,644  
    Subtotal long-term contracts
     40,225       38,373       700,967       699,182  
Other purchases
     1,744       2,769       16,526       31,717  
SFAS No. 5 Loss amortizations
     (299 )     (299 )     -       -  
Nuclear decommissioning
     568       684       -       -  
Other
     668       733       -       -  
Total purchased power
   $ 42,906     $ 42,260       717,493       730,899  

Purchased power increased $0.6 million in the first quarter of 2008 compared to the same period in 2007 as a result of the following:
§  
Purchases under long-term contracts increased $1.8 million largely due to increased output from Independent Power Producers, most of which are hydro facilities, and increased Vermont Yankee plant output purchased at higher rates under the long-term contract with VYNPC.  These were partially offset by fewer scheduled deliveries from Hydro-Quebec because the annual load factor under the contract decreased from 80 percent to 75 percent beginning November 1, 2007.
§  
Other purchases decreased $1.0 million resulting from lower average market prices and lower volume due to decreased retail sales volume and fewer short-term contract purchases.
§  
Nuclear decommissioning costs are associated with our ownership interests in Maine Yankee, Connecticut Yankee and Yankee Atomic.  Their costs are based on FERC-approved tariffs.  The $0.1 million decrease resulted from lower revenue requirements for Connecticut Yankee.
§  
Other costs include net accounting deferrals and amortizations for Millstone Unit #3 scheduled refueling outages and deferrals for our share of nuclear insurance refunds received by VYNPC.  These deferrals and amortizations are based on PSB-approved regulatory accounting.  Amortizations for Millstone Unit #3 scheduled refueling outages were $0.1 million lower than 2007.  Our share of nuclear insurance refunds from VYNPC amounted to approximately $0.5 million in 2008 and in 2007.

Transmission - affiliates: These expenses represent our share of the net cost of service of Transco and some direct charges for facilities that we rent.  Transco allocates its monthly cost of service through the Vermont Transmission Agreement ("VTA"), net of NEPOOL Open Access Transmission Tariff ("NOATT") reimbursements and certain direct charges.  The NOATT is the mechanism through which the costs of New England's high-voltage transmission facilities are collected from load-serving entities using the system and redistributed to the owners of the facilities, including Transco.  These expenses increased $1.9 million due to higher charges under the VTA resulting from Transco's capital projects.

Other operation:  These expenses increased $1 million resulting from the following: 1) a $0.4 million increase in employee-related benefits related to increased active medical and workers' compensation claims, partly offset by lower pension costs; 2) a $0.5 million increase in professional service costs primarily related to consulting support for the implementation of an enterprise resource planning system; and 3) a $0.1 million increase due to other offsetting items.

Maintenance:  These expenses increased $0.7 million principally due to storm restoration costs resulting from a higher level of storm activity.

 
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Income tax expense (benefit): Federal and state income taxes fluctuate with the level of pre-tax earnings in relation to permanent differences, tax credits, tax settlements and changes in valuation allowances for the periods.  The effective combined federal and state income tax rate was 35.73 percent for the first quarter of 2008 compared to 37.08 percent for the same period in 2007.

Other Income Significant variances in income statement line items that comprise other income on the Condensed Consolidated Statements of Income are described below.

Equity in earnings of affiliates:  These earnings increased $2.5 million due to the return on our $53 million investment that we made in Transco in December 2007.

Other deductions:  Other deductions increased $0.7 million resulting from a decline in the cash surrender value of variable life insurance policies in trust to fund a supplemental employee retirement plan.

Benefit (expense) for income taxes:  Federal and state income taxes fluctuate with the level of pre-tax earnings in relation to permanent differences, tax credits, tax settlements and changes in valuation allowances for the periods.

Interest Expense Other interest increased $0.6 million principally due to interest on the $53 million short-term note.

POWER SUPPLY MATTERS
Power Supply Risk: Our contract for power purchases from VYNPC ends in 2012, but there is a risk that the plant could be shut down earlier than expected if ENVY determines that it is not economical to continue operating the plant.  Hydro-Quebec contract deliveries end in 2016, but the average level of deliveries decreases by approximately 20 percent to 30 percent after 2012, and by approximately 85 percent after 2015.  There is a risk that future sources available to replace these contracts may not be as reliable and the price of such replacement power could be significantly higher than what we have in place today.  These contracts are described in Note 7 - Commitments and Contingencies.

ENVY has submitted a renewal application with the Nuclear Regulatory Commission ("NRC") for a 20-year extension of the Vermont Yankee plant operating license.  ENVY also needs approval from the PSB and Vermont Legislature to continue to operate beyond 2012.  At this time, ENVY has not received approvals for the license extension, but we are continuing to participate in negotiations for a power contract beyond 2012 and cannot predict the outcome at this time.

An early shutdown of the Vermont Yankee plant would cause us to lose the economic benefit of an energy volume equal to close to 50 percent of our total committed supply and we would have to acquire replacement power resources for approximately 40 percent of our estimated power supply needs.  Based on projected market prices as of March 31, 2008 2007, the incremental replacement cost of lost power, including capacity, is estimated to average $60 million annually.  We are not able to predict whether this will occur or whether the PSB would allow timely and full recovery of increased costs related to any such shutdown.  However, an early shutdown could materially impact our financial position and future results of operations if the costs are not recovered in retail rates in a timely fashion.

We, other Vermont electric utilities and HQ-Production are using a steering committee structure to develop background materials, terms and supporting actions needed in negotiations for future power purchases from Hydro-Quebec.  We believe there is a high probability that we will have a new contract with Hydro-Quebec, and we have agreed to target completion of proposed draft terms by the end of 2008, with a proposed contract for review by the PSB in 2009.  We cannot predict whether a contract will ultimately be approved or, if approved, the quantities of power to be purchased or the price terms of any purchases.

Power Supply Management:  Our power supply portfolio includes a mix of base load and dispatchable resources.  These sources are used to serve our retail electric load requirements plus any wholesale obligations into which we enter.  We manage our power supply portfolio by attempting to optimize the use of these resources, and through wholesale sales and purchases to create a balance between our power supplies and load obligations.

 
Page 26 of 30
 

Our current power forecast shows energy purchase and production amounts in excess of load obligations through 2011.  Due to the forecasted excess, we enter into fixed-price forward sale transactions to reduce price (revenue) volatility in order to help stabilize our net power costs.  Our main supply risk is with Vermont Yankee, and we have outage insurance through March 2009 to mitigate the market price risk during an unplanned outage through that time.  We also have a contract in place for the purchase of replacement power during the scheduled Vermont Yankee plant outage in late 2008.

RECENT ENERGY POLICY INITIATIVES
Several laws have been passed since 2005 that impact electric utilities in Vermont.  The major provisions of the new laws that could affect our business are described in our 2007 Annual Report on Form 10-K.  Since that report, the Vermont Legislature passed two bills related to operations at Vermont Yankee.  S. 269, the “Comprehensive Vertical Audit and Reliability Assessment of Vermont Yankee Nuclear Power Plant,” establishes protocols for state review of the plant, is expected to be signed into law.  A separate bill, S. 373, which addresses the funding mechanism for the plant’s future decommissioning costs, passed the legislature but was vetoed by the Governor.  The Legislature adjourned on May 4, so the Governor’s veto constitutes final action on S.373. 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
There were no material changes from the disclosures in our Annual Report on Form 10-K for the year ended December 31, 2007.  Our derivative financial instruments include certain power contracts and financial transmission rights.  Summary information related to the fair value of these derivatives is shown in the table below (dollars in thousands):

   
Forward
    
Forward
              
   
Sales
    
Purchases
    
Hydro-Quebec
        
   
Contracts
    
Contracts
    
Sellback #3
    
Total
  
Total fair value at December 31, 2007 - unrealized loss
   $ (2,037 )   $ (481 )   $ (4,592 )   $ (7,110 )
Plus new contracts entered into during the period
     8       0       0       8  
Less amounts settled during the period
     597       0       0       597  
Change in fair value during the period
     (5,522 )     1,210       (609 )     (4,921 )
Total fair value at March 31, 2008 - unrealized (loss) gain, net
   $ (6,954 )   $ 729     $ (5,201 )   $ (11,426 )
                                 
Estimated fair value at March 31, 2008 for changes in projected market price:
                                
   10 percent increase
   $ (9,553 )   $ 1,379     $ (10,150 )   $ (18,324 )
   10 percent decrease
   $ (4,355 )   $ 79     $ (1,806 )   $ (6,082 )

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures As of the quarter ended March 31, 2008, our management, with participation from the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting  There were no changes in our internal control over financial reporting during the quarter ended March 31, 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 
Page 27 of 30
 


PART II - OTHER INFORMATION
 
Item 1.        Legal Proceedings.
 
The Company is involved in legal and administrative proceedings in the normal course of business and does not believe that the ultimate outcome of these proceedings will have a material adverse effect on its financial position or results of operations.
 
Item 1A.     Risk Factors.
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I "Item 1A. Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2007, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
 
Item 5.        Other Information.

On May 6, 2008 the Board of Directors adopted changes to the existing Change In Control (CIC) Agreements to comply with the new statutory rules under Section 409A of the Internal Revenue Code of 1986, as amended.  Section 409A alters the income tax treatment of compensation that is regarded as deferred under a nonqualified deferred compensation plans and arrangements.  Section 409A also imposes other requirements on such plans and arrangements.

The amendment to the existing CIC included the following modifications:
·  
adding a 6-month delay of severance payment upon separation from service,
·  
clarifying the definition of the non-compete period, and
·  
clarifying the Executive and Company's ability to alter the method and/or time of payment under the Officers' Supplemental Retirement and Deferred Compensation Plan ("2005 SERP") be inapplicable and without effect for all purposes.

Also on May 6, 2008, the Board of Directors adopted a new CIC Agreement to become effective April 2009 which includes changes based on general market trends and changes in the new statutory rules under Section 409A.  These changes include:
·  
Elimination of the automatic renewal feature
·  
Maintenance of  2.99 severance multiplier for grandfathered officers (Robert Young, Joseph Kraus, William Deehan, Joan Gamble)
·  
Increase of severance multiplier from one to two times for non-grandfathered (Pamela Keefe, Brian Keefe, Dale Rocheleau) and new officers
·  
Change in covered compensation to include only base salary and target annual incentive versus five-year average of W-2 pay (with exclusion of stock options exercised within two years of CIC)
·  
Alignment of benefit period with severance multiplier
·  
Limitation of the continuation of SERP accrual to restoration SERP only (e.g., no continuation of grandfathered provisions in CIC agreement)
·  
Elimination of additional benefit based on qualified Pension Plan applicable to officers with less than 10 years of service credit
·  
Addition of a limited outplacement benefit
·  
Addition of a confidentiality, non-disparagement and non-solicitation requirements
·  
Requirement for a legal release and waiver to receive payments
·  
Modification of "good reason" for termination by executive of executive's employment to include
§  
Reduction in an executive's annual base salary or value of benefits to any amount less than 90% of salary or benefits in effect prior to CIC
§   Increase relocation of principal executive offices to more than 75 miles from location in effect prior to CIC (rather than previous 25 miles)
 

 
Page 28 of 30
 


Exhibits.
 
 
(a) List of Exhibits
 
  
 
A. 10.5.1
Form of Change In Control Agreement as Amended May 6, 2008.
 
  
 
A 10.5.2
Form of Change In Control Agreement to Become Effective April 2009.
 
  
 
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  
 
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  
 
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
  
 
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  

 
Page 29 of 30
 


      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
 
(Registrant)
 
By
 /s/ Pamela J. Keefe                                                              
 
Pamela J. Keefe
Vice President, Principal Financial Officer, and Treasurer

Dated  May 9, 2008


 
Page 30 of 30
 

EX-10.5.1 3 exa1051.htm EXHIBIT A 10.5.1 - FORM OF CIC AGREEMENT AS AMENDED 5/6/08 exa1051.htm

 
 
 

EXHIBIT A 10.5.1
 
FORM OF CHANGE OF CONTROL AGREEMENT
(As Amended May 6, 2008)
 
 
WHEREAS, _________________, (“Executive”) and Central Vermont Public Service Corporation (“Company”) entered into a Change of Control Agreement dated ____________ (the “Agreement”):
 
WHEREAS, the Agreement is scheduled to expire by its terms on ____________ and Executive and Company have executed a Change in Control Agreement on _________ which agreement will take effect on April 6, 2009, and supersede all prior agreements;
 
WHEREAS, the American Jobs Creation Act of 2004 included new statutory rules under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) that substantially altered the income tax treatment of compensation that is regarded, under those rules, as deferred pursuant to a nonqualified deferred compensation plan;
 
WHEREAS, under Section 409A, unless certain limitations on payment and other requirements are provided for in a deferred compensation plan, participants may be subject to regular income tax on amounts payable pursuant to such deferred compensation plan before payments are made as well as a 20% excise tax;
 
WHEREAS, the Agreement is subject to the requirements of Section 409A;
 
WHEREAS, the Executive and Company have determined that it is in their best interest to amend the Agreement so as to bring it into compliance with Section 409A;
 
NOW THEREFORE, Executive and Company hereby agree to the following amendments:
 
Section 1 of the Agreement shall be amended to read as follows:
 
1.         General Conditions
 
No benefit shall be payable hereunder pursuant to Section 5 unless there shall have been both a Change of Control of the Company, as set forth in Section 3, and
 

 
 
 

 
a Termination Event, as set forth in Section 4 that results in Executive’s “Separation From Service” (as hereinafter defined).  For purposes of this Agreement a Separation From Service means the termination of employment with the Company or any subsidiary of the Company in a manner that constitutes a “separation from service” within the meaning of Section 409A and the Treasury Regulations promulgated thereunder.  In construing the terms of the Agreement, it is the intent of the parties to this Agreement to provide the Executive with financial protection in the event significant changes in his employment status occur following a Change of Control of the Company, and it is agreed that provisions of the Agreement are therefore to be construed using a reasonable man standard and not on narrow technical grounds.
 
The first paragraph of Section 5A. of the Agreement shall be amended to read as follows:
 
5.           Severance Compensation
 
 A.       If within three (3) years following a Change of Control, (i) a Termination Event shall have occurred that results in Executive’s Separation from Service or (ii) the Company requires Executive’s Separation from Service without Cause (either of (i) or (ii) occurring within three years following a Change of Control being a “Payment Event”), the Company agrees to make payment in a lump sum ("Severance Compensation") to the Executive of an amount equal to (1) times (2), where:
 
Section 6B. of the Agreement shall be amended to read as follows:
 
 B.       Date of Payment of Severance Benefits
 
The Company shall pay to the Executive the Severance Compensation provided in Section 5 on the first business day of the seventh month following the Termination Date (the “Regulatory Period”) except in the event that the Executive shall die during the Regulatory Period, the Severance Compensation shall be paid within 30 days of the Company’s receipt of notice of Executive’s death.
 
Section 6C. (3) and the first paragraph of Section 6C. (4) of the Agreement shall be amended to read as follows:
 
(3)       Without Cause, that date on which the Executive’s employment was terminated by the company without Cause in a manner that constitutes a Separation from Service.
 
(4)        For a Termination Event, the date on which occurs a Separation from Service resulting from a Termination Event as described in Section 4A.
 

 
2
 

 
Section 7A. and Section 7B 1. of the Agreement shall be amended to read as follows:
 
7.         Future Services and Compensation
 
A.         Executive shall receive the benefits provided for in Section 7B if, in connection with the occurrence of a Payment Event, Executive agrees:
 
(1)       To refrain from entering into competition with the Company or from working for a competitor of the Company for a period of one year following the date on which the Payment Event occurs, and
 
(2)       To provide such consulting services as may be reasonably requested by the Company for a period of one year following the date on which the Payment Event occurs.
 
B.        As compensation to the Executive for his promises in Section 7A. hereof, the Company agrees to cause the following actions to be carried out:
 
(1)       As respects the status of the Executive as a participant in the Company’s Officers’ Supplemental Retirement and Deferred Compensation Plan as amended and restated effective January 1, 2005 (the “2005 SERP”), the payment of the benefit provided for under Section 3.4 of the 2005 SERP and at the time provided therein except that the  last two sentences of Section 3.4(b) of the 2005 SERP (pertaining to the Executive’s and the  Company’s ability to alter the method and/or time for such payment) shall be inapplicable and without effect for all purposes.
 
Section 8 of the Agreement shall be amended to include the following new Section 8I:
 
I.          Notwithstanding any provision of this Section 8 to the contrary, in the event Executive is entitled to a Gross-Up Payment as otherwise provided for under Section 8, no such Gross-Up Payment shall be made to Executive before the first business day of the seventh month following the Termination Date.
 

 
3
 

 
New Section 14 of the Agreement shall be added to read as follows:
 
14.       Compliance with Code Section 409A.
 
The parties intend that this Agreement shall at all times comply with the requirements of Code Section 409A.  Accordingly the parties agree that it shall be construed, administered and governed in a manner that effects such intent.  Although Company shall use its best efforts to avoid the imposition of taxation, interest and penalties under Code Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither Company, its subsidiaries nor their respective directors, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or other taxpayer as a result of the Agreement.
 
Except as hereby amended, the Agreement shall remain unchanged and in full force in effect until April 5, 2009.
 
Dated at Rutland, Vermont this ______ day of May, 2008.
 
 
 
 
 
________________________
Witness
CENTRAL VERMONT PUBLIC
SERVICE CORPORATION
 
 
By  ____________________________
For the Company
 
 
 
________________________
Witness
 
 
______________________________
Executive
 

 
4
 

EX-10.5.2 4 exa1052.htm EXHIBIT A 10.5.2 - FORM OF CIC AGREEMENT OT BECOME EFFECTIVE 4/2009 exa1052.htm
 
 
 

EXHIBIT A 10.5.2
 
FORM OF CHANGE IN CONTROL AGREEMENT
 
THIS CHANGE IN CONTROL AGREEMENT with an effective date of ___________  (this “Agreement”), is made by and between Central Vermont Public Service Corporation (“Company”), and ___________________ (“Executive”).
 
WHEREAS, the Board of Directors of Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) of Company exists and that such possibility, and the uncertainty it may cause, may result in the departure or distraction of key management employees of Company or of a Subsidiary (as hereinafter defined) to the detriment of Company and its stockholders;
 
WHEREAS, Executive is a key management employee of Company or of a Subsidiary;
 
WHEREAS, the Board has determined that Company should encourage the continued employment of Executive and the continued dedication of Executive to his assigned duties without distraction as a result of the circumstances arising from the possibility of a Change in Control;
 
WHEREAS, the Company and Executive are parties to the Change in Control Agreement dated as of _______________ (the “Original Agreement”);
 
WHEREAS, the American Jobs Creation Act of 2004 included new statutory rules under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) that substantially altered the income tax treatment of compensation that is regarded, under those rules, as deferred pursuant to a nonqualified deferred compensation plan;
 
WHEREAS, under Section 409A, unless certain limitations on payment and other requirements are provided for in a deferred compensation plan, participants may be subject to regular income tax on amounts payable pursuant to such deferred compensation plan before payments are made as well as to a 20% excise tax;
 
WHEREAS, the Original Agreement is subject to the requirements of Section 409A;
 

 
 
 

 
WHEREAS, the Original Agreement will, in accordance with its terms, terminate on April 5, 2009; and
 
WHEREAS, the Company and Executive desire to enter into a new change in control agreement that complies with the requirements of Section 409A and incorporates other important changes to the terms of the Original Agreement, and to have such new agreement take effect on April 6, 2009.
 
NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, Company and Executive hereby agree as follows:
 
1.    Defined Terms.  For purposes of this Agreement, the following terms shall have the meanings indicated below:
 
“Annual Incentive Plan” shall mean the Central Vermont Public Service Corporation Management Incentive Plan, and any one or more other formalized plans, if any, in which Executive is or may become eligible to participate providing incentive compensation payable in cash to eligible participants determined on the basis of a measuring period not in excess of 12 calendar months, but shall expressly exclude, without limitation, the Central Vermont Public Service Corporation Performance Share Incentive Plan (the “Performance Share Plan”), the Central Vermont Public Service Corporation Officers’ Supplemental Retirement and Deferred Compensation Plan, the Deferred Compensation Plan for Officers and Directors of Central Vermont Public Service Corporation, the Central Vermont Public Service Corporation Omnibus Stock Plan, and any plan qualified or intended to be qualified under Code Section 401(a) and any amendment or restatement of, or successor plan to, any of the foregoing plans in effect from time to time, and any executive fringe benefits.
 
“Annual Incentive Target” shall mean with respect to any measuring period, the amount of cash compensation that would be payable to Executive under the Annual Incentive Plan for such measuring period, computed assuming that the target level of performance has been achieved with respect to a performance goal identified in accordance with the terms of the Annual Incentive Plan.
 
 

 
- 2 - -
 

 
“Board” shall have the meaning provided for in the first whereas clause above, however, it shall include, unless specifically stated otherwise, any committee of the Board to which the Board has delegated authority to act on its behalf.
 
“Cause” for termination by Company of Executive’s employment shall mean:
 
(i) the willful failure by Executive substantially to perform Executive’s duties with Company or a Subsidiary, (other than any failure resulting from Executive’s incapacity due to Executive’s Disability, or any actual failure after the issuance of a Notice of Termination for Good Reason by Executive in accordance with paragraph (A) of Section 8)) that continues for at least 30 calendar days after the Board delivers to Executive a written demand for performance that identifies specifically and in detail the manner in which the Board believes that Executive willfully has failed substantially to perform Executive’s duties,
 
(ii) a conviction, guilty plea or plea of nolo contendere of Executive for any felony,
 
(iii) the willful engaging by Executive in misconduct that is demonstrably and materially injurious to Company or any Subsidiary, monetarily or otherwise,
 
(iv) a material violation by Executive of the corporate governance guidelines and code of ethics of Company or any Subsidiary;
 
(v) a material violation by Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule or regulation, or
 
(vi) a material breach by Executive of any of the restrictive covenants contained in Section 9.
 
For purposes of this definition, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s act, or failure to act, was in the best interest of Company and its Subsidiaries.
 
“Change in Control” shall mean, if at any time subsequent to the date of this Agreement, any of the following events shall have occurred:
 
(i) The acquisition by any individual, entity or “group,” within the meaning of Section 13(d)(3) of the Exchange Act (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of Company representing 20% or more of the combined voting power of the then outstanding voting securities of Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”);

 
- 3 - -
 

 
(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least two-thirds of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;
 
(iii) The consummation of a reorganization, merger or consolidation or sale or other disposition of more than 50% of the assets of Company (a “Capital Transaction”), in each case, unless, following such Capital Transaction , all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Voting Securities immediately prior to such Capital Transaction beneficially own, directly or indirectly, at least 60% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Capital Transaction (including, without limitation, a corporation which as a result of such transaction owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions as their ownership, immediately prior to such Capital Transaction of the Outstanding Voting Securities; or
 
(iv) Approval by the stockholders of Company of a complete liquidation or dissolution of Company.
 
“Company” shall mean Central Vermont Public Service Corporation and any successor to its business or assets, by operation of law or otherwise.
 
“Date of Termination” shall have the meaning provided for in paragraph (B) of Section 8 hereof.
 
“Disability” shall be deemed the reason for the termination by Company of  Executive’s employment, if, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been absent from the full-time performance of Executive’s duties with Company or a Subsidiary for a period of six consecutive months, Company shall have given Executive a Notice of Termination for Disability, and, within 30 business days after the Notice of Termination is given, Executive shall not have returned to the full-time performance of Executive’s duties.
 
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
 
“Executive” shall mean the individual named in the first paragraph of this Agreement.
 
 

 
- 4 - -
 

 
“Good Reason” for termination by Executive of Executive’s employment shall mean the occurrence, without Executive’s express written consent, of any one of the following:
 
(i) the assignment to Executive of any duties inconsistent with Executive’s status as an executive officer of Company or of a Subsidiary or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect immediately prior to the Change in Control, excluding for this purpose an isolated and inadvertent action by Company or a Subsidiary not taken in bad faith and which is remedied by Company or Subsidiary within 10 days after receipt of notice thereof given by the Executive and further provided that neither mere changes in title and/or reporting relationship nor reassignment following a Change in Control to a position that is substantially similar to the position held immediately prior to the Change in Control shall constitute a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect immediately prior to the Change in Control;
 
(ii) a reduction by Company in Executive’s annual base salary to any amount that is less than 90% of Executive’s annual base salary as in effect immediately prior to the Change in Control;
 
(iii) the failure by Company (x) to continue in effect any compensation plan in which Executive participates immediately prior to the Change in Control that is material to  Executive’s total compensation, including but not limited to, stock option, restricted stock, long-term and short-term incentive compensation, bonus, and other plans; unless an equitable alternative arrangement embodied in an ongoing substitute or alternative plan has been made, or (y) to continue Executive’s participation therein (or in a substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of compensation provided and the level of Executive’s participation relative to other participants, than existed immediately prior to the Change in Control;
 
(iv) the relocation of the principal executive offices of Company to a location more than 75 miles from the location of such offices immediately prior to the Change in Control or Company’s requiring Executive to be based anywhere other than the principal executive offices of Company, or in the case that Executive was not based at the principal executive offices of Company immediately prior to the Change in Control, to a location more than 75 miles from the location where Executive was based immediately prior to the Change in Control, except for required business travel to an extent substantially consistent with Executive’s business travel obligations immediately prior to the Change in Control;
 
(v) the termination of Executive’s employment for any reason during the 30-day period commencing on the first anniversary of the Change in Control if, on the first anniversary of the Change in Control, a majority of the Company’s (or if the Company’s shares are not publicly traded, the Company’s ultimate parent whose shares are publicly traded) board of directors were not members of the Board immediately prior to the Change in Control (a “Voluntary Termination Event”);
 
 

 
- 5 - -
 

 
(vi) the failure by Company to pay to Executive any material portion of Executive’s current or deferred compensation under any deferred compensation program of Company, within 5 business days after the date the compensation is due (taking into account applicable restrictions under Section 409A) or to pay or reimburse Executive for any expenses incurred by him for required business travel;
 
(vii) the failure by Company to continue to provide Executive with substantially the same benefits enjoyed by Executive under any of Company’s pension, profit-sharing, life insurance, medical, health and accident, disability, or other employee benefit plans in which Executive was participating immediately prior to the Change in Control; the failure by Company to continue to provide Executive any material fringe benefit or perquisite enjoyed by Executive immediately prior to the Change in Control; or the failure by Company to provide Executive with the number of paid vacation days to which Executive is entitled in accordance with Company’s normal vacation policy in effect immediately prior to the Change in Control; or
 
(viii) any failure by Company to comply with and satisfy Section 13(A) (concerning a successor’s assumption of Company’s obligations hereunder), other than a failure not occurring in bad faith and which is remedied by Company promptly after receipt of notice thereof given by Executive.
 
For purposes of this definition of “Good Reason,” the terms “material” and “materially” and phrase “substantially the same” are intended to be satisfied where the value of the benefit or benefits that are provided after a Change in Control equal or exceed 90% of the value of the comparable benefit or benefits immediately before the Change in Control.
 
Gross-up Amount means the amount determined by multiplying the taxable benefit by a fraction where the numerator is one and the denominator is one  minus the applicable tax rate.  The applicable tax rate shall be the sum of (i) the highest federal individual income tax rate (currently 35%), plus (ii) 60% of the highest applicable state individual income tax rate (if any), in each case for the calendar year in which Executive receives a taxable benefit.
 
“Non-Interference/Assistance Period” shall mean the period commencing with the Termination Date and ending on the first anniversary of the Termination Date.
 
“Notice of Termination” shall have the meaning stated in paragraph (A) of Section 8 hereof.
 
“Payment Period” shall mean the 3-year period following the date on which a Change in Control is consummated.
 
 

 
- 6 - -
 

 
“Payment Trigger” shall mean the occurrence of a Change in Control during the term of this Agreement coincident with or followed at any time before the end of the Payment Period by the termination of Executive’s employment with Company or a Subsidiary in a manner that constitutes a “separation from service”, as defined in Section 409A, for any reason other than (i) by Executive without Good Reason, (ii) by Company as a result of the Disability of Executive or with Cause or, (iii) as a result of the death of Executive.
 
“Section 409A” shall mean Code Section 409A and any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.
 
“Subsidiary” shall mean any corporation or other entity or enterprise, whether incorporated or unincorporated, of which at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others serving similar functions with respect to such corporation or other entity or enterprise is owned by Company or other entity or enterprise of which Company directly or indirectly owns securities or other interests having all the voting power.
 
“Termination Date” shall have the meaning provided for in paragraph (B) of Section 8 hereof.
 
2.         Term of Agreement.
 
(A)  In General.  This Agreement shall become effective on the date hereof and shall continue in effect for a period of 3 years provided that if the Executive shall die or a Termination Date shall occur prior to a Change in Control, this Agreement shall terminate on the earlier of the date of Executive’s death or the Termination Date.
 
(B)  Extension of Term.  Notwithstanding Section 2(A), the term of the Agreement shall continue if, prior to the third anniversary of the date of this Agreement, a Change in Control (i) is eminent, or (ii) has occurred.  In the case of (i) or (ii), the term of the Agreement shall be extended until either (x) the expiration of the 3-year Payment Period within which a Payment Trigger does not occur, or (y) if a Payment Trigger does occur within the 3-year Payment Period, the date on which the Company has performed all of its obligations and liabilities under this
 
 

 
- 7 - -
 

 
Agreement.  For this purpose, a Change in Control shall be regarded as eminent if it is reasonably likely to occur within 6 months following the expiration date provided for the Agreement in Section 2(A).  If the anticipated Change in Control does not occur within such 6-month period, the Agreement shall expire at the conclusion of the 6-month period unless extended by mutual agreement of the parties.
 
3.         General Provisions.
 
(A)  Representations of Company.  Company hereby represents and warrants to Executive that the execution and delivery of this Agreement and the performance by Company of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company; this Agreement is a legal, valid and legally binding obligation of Company enforceable in accordance with its terms; and neither the execution or delivery of this Agreement nor the consummation by Company of the actions contemplated hereby (i) will violate any provision of the certificate of incorporation or bylaws (or other charter documents) of Company, (ii) will violate or be in conflict with any applicable law or any judgment, decree, injunction or order of any court or governmental agency or authority, or (iii) will violate or conflict with or constitute a default (or an event of which, with notice or lapse of time or both, would constitute a default) under or will result in the termination of, accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets or properties of Company under, any term or provision of the certificate of incorporation or bylaws (or other charter documents) of Company or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Company is a party or by which Company or any of its properties or assets may be bound or affected.
 
(B)  Conditions Precedent to Payment.  No amount or benefit shall be payable under this Agreement unless there shall have occurred a Payment Trigger during the term of this Agreement.  In no event shall payments in accordance with this Agreement be made in respect of more than one Payment Trigger.
 
 

 
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(C)  No Contract of Employment.  This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between Executive and Company, Executive shall not have any right to be retained in the employ of Company or of a Subsidiary. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, no purported termination of Executive’s employment that is not effected in accordance with a Notice of Termination satisfying paragraph (A) of Section 8 shall be effective for purposes of this Agreement. Executive’s right, following the occurrence of a Change in Control, to terminate his employment under this Agreement for Good Reason shall not be affected by Executive’s Disability or incapacity. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason under this Agreement.
 
4.         Payments Due Upon a Payment Trigger.  Upon the occurrence of a Payment Trigger during the term of this Agreement, Executive shall receive payments from the Company,  or distributions from plans maintained by the company, as provided for in this Section 4.
 
(A)  Accrued Compensation.  Company shall pay to Executive the following amounts in a lump sum within 30 days following the Termination Date:
 
(i) Executive’s annual base salary through the Termination Date to the extent not theretofore paid;
 
(ii) the amount of any incentive compensation that has been allocated or awarded to Executive for a completed fiscal year or other completed measuring period preceding or coinciding with the occurrence of the Termination Date under any incentive compensation plan that is due and payable at such time under the terms of such plan but has not yet been paid to Executive; and
 
(iii) any accrued vacation pay to the extent not theretofore paid.
 
(B)  Long-Term and Short-Term Incentive Compensation.  With regard to any long-term or short-term incentive compensation plan in which Executive is a participant, including by way of example and not limitation, the Performance Share Plan and the Annual Incentive Plan, Company shall pay the pro rata portion of the award that would have been paid had Executive’s Termination Date not occurred prior to the completion of the relevant fiscal year or other measuring period.  In each case, the pro rata portion shall be calculated on a daily basis unless the underlying incentive compensation arrangement specifies a different method for the pro ration of the benefit.    The amount of the award shall be calculated on the assumption that performance is at target levels unless Code
 
 

 
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Section 162(m) requires that it be based on the lesser of actual performance or target.  Payments and/or awards shall be made on the first to occur of (i) the payment/award date specified in the applicable plan or (ii) within the 30-day period commencing on the 60th day following the Termination Date unless a later date is required by (x) Section 7 (relating to Section 409A) or (y) Code Section 162(m).
 
(C)  Severance Compensation.  Company shall pay to Executive in a lump sum in cash within the 30-day period commencing on the 60th day following the Termination Date, or within such later period as required by Section 7 (relating to Section 409A), an amount equal to the product of: (i) [2.0 to 2.99] multiplied by, (ii) the sum of (x) the higher of Executive’s annual base salary in effect immediately prior to the occurrence of the Change in Control or Executive’s annual base salary in effect immediately prior to the Payment Trigger, plus (y) the higher of Executive’s Annual Incentive Target in effect immediately prior to the occurrence of the Change in Control or Executive’s Annual Incentive Target in effect immediately prior to the Payment Trigger.
 
(D)  Healthcare.  Provided that Executive fulfills his or her obligations and responsibilities and satisfies the conditions set forth in Sections 9 and 10, Company shall pay to Executive in a lump sum in cash within 10 days of the conclusion of the Non-Interference/Assistance Period, an amount equal to (x) the product of (i) Executive’s monthly premium for health and dental insurance continuation coverage for Executive and Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985 (the “COBRA Premium”), based on the monthly COBRA Premium for such coverage in effect on the Termination Date, multiplied by (ii) [24 to 36] months, plus (y) the Gross-Up Amount on the benefit determined under (x).  During the Non-Interference/Assistance Period, Executive shall be solely responsible for obtaining and maintaining Executive’s healthcare insurance.
 
(E)  Life Insurance.  Company shall continue to provide Executive with any life insurance provided immediately before the Termination Date for the [24 to 36] month period following the Termination Date.
 
(F)  Outplacement Services.  Company shall, at its sole expense as incurred, provide Executive with outplacement services from a nationally recognized outplacement service provider, the scope of which shall be selected by Executive within parameters established by

 
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Company, provided that (i) the cost to Company shall not exceed $15,000, and (ii) in no event shall the period during which the outplacement service expenses are incurred or the period during which the expenses are paid, extend beyond the end of the calendar year that begins after the calendar year within which occurs Executive’s Termination Date.  Company shall also calculate and pay to Executive the Gross-up Amount with respect to the taxable portion of such outplacement services.
 
(G)  SERP Enhancement.  Provided that (i) Executive is a participant in the Central Vermont Public Service Corporation Officers’ Supplemental Retirement and Deferred Compensation Plan, as amended and restated effective January 1, 2008 (the “SERP’) and otherwise entitled to a benefit thereunder, and (ii) Executive fulfills his or her obligations and responsibilities and satisfies the conditions set forth in Sections 9 and 10 of this Agreement,  Executive benefit under the SERP shall be recalculated to be the greater of the amount described in paragraph (x) or (y) below:
 
(x)  The benefit provided for in Section 3.1(a) of the SERP with such benefit being determined for purposes of Section 3.1(a)(i) of the SERP as if the Participant had earned [2 to 3] additional years of benefit accruals under the Pension Plan of Central Vermont Public Service Corporation and Its Subsidiaries, as in effect from time to time (the “Basic Plan”) and assuming Executive’s compensation under the Basic Plan for such [2 to 3]-year period is equal to Executive’s compensation for the Plan Year immediately preceding the Plan Year in which the Change in Control occurs.
 
(y)  In the case of an Executive who was a participant of the SERP on December 31, 1997, and was age 50 or older upon the Change in Control, the benefit described in Section 3.1(b) of the SERP, without regard to the age and service requirements of Section III(a) of Appendix A thereof.
 
(H)  Other Vested Benefits.  To the extent not theretofore paid or provided, Company shall pay to Executive all vested benefits or other amounts that Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with Company or any of its Subsidiaries at or subsequent to the Termination Date in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by

 
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this Agreement; provided, however, if Executive receives the payments and benefits in accordance with paragraphs (B), (C), (D),(E), (F) and (G) of this Section 4, Executive shall not, in order to avoid any duplication of benefit, be entitled to any severance pay or benefits under any severance plan, program or policy of Company or its Subsidiaries, unless otherwise specifically provided therein in a specific reference to this Agreement.
 
5.         Release.  Notwithstanding anything contained herein to the contrary, Company shall only be obligated to pay or provide a benefit under paragraphs (B), (C), (D), (E), (F)and (G) of Section 4 and Section 6 if: (i) within the 50-day period after the Termination Date Executive first executes a release substantially in the form attached hereto as  Exhibit A ; and (ii) Executive does not revoke the release during the 7-day revocation period prescribed by the Age Discrimination in Employment Act of 1967, as amended, or any similar revocation period, if applicable.
 
6.         Gross-Up Payments.
 
(A)  In the event that this Agreement shall become operative and it shall be determined (as hereafter provided) that any payment (other than the Gross-Up payments provided for in this Section 6) or distribution by the Company or any of its subsidiaries to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (each of the foregoing a “Payment”), would be subject to the excise tax imposed by Code Section 4999 by reason of being considered “contingent on a change in ownership or control” of the Company, within the meaning of Code Section 280G or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive an additional payment or payments from the Company (collectively, a “Gross-Up Payment”).  The Gross-Up Payment shall be in an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax and any income tax imposed upon the Gross-Up Payment, Executive shall retain an amount of Gross-Up Payment equal to the Excise Tax imposed upon the Payment.
 
 

 
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(B)  Subject to the provisions of Section 6(F), all determinations required to be made under this Section 6, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to Executive and the amount of such Gross-Up Payment, if any, shall be made by the Company’s external accounting firm, Deloitte Touche or any successor entity or by such other nationally recognized accounting firm (the “Accounting Firm”) selected by Executive with the consent of the Company, which consent will not be unreasonably withheld.  Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within 45 calendar days after the occurrence of a Payment Trigger, and any such other time or times as may be requested by the Company or Executive.  If the Accounting Firm determines that any Excise Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to Executive within 15 business days after receipt of such determination and calculations with respect to any Payment to Executive.  If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish the Company and Executive an opinion that Executive has substantial authority not to report any Excise Tax on his federal, state or local income or other tax return.  As a result of the uncertainty in the application of Code Section 4999 and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payment which will not have been made by the Company should have been made (an “Underpayment’), consistent with the calculations required to be made hereunder.  In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 6(F) and Executive thereafter is required to make a payment of any Excise Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible.  Any such Underpayment shall be promptly paid by the Company to, or for the benefit of, Executive within 15 business days after the receipt of such determination and calculations.
 
(C)  The Company and Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and
 
 

 
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calculations contemplated by Section 6(B).  Any determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive.
 
(D)  The federal, state and local income or other tax returns filed by Executive shall be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by Executive.  Executive shall make proper payment of the amount of any Excise Payment, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment.  If prior to the filing of Executive’s federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, Executive shall within 15 business days pay to the Company the amount of such reduction.
 
(E)  The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Section 6(B) shall be borne by the Company. If such fees and expenses are initially paid by Executive, the Company shall reimburse Executive the full amount of such fees and expenses within 15 business days after receipt from Executive of a statement thereof and reasonable evidence of his payment thereof.
 
(F)  Executive shall notify the Company in writing of any claim, by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment or any additional Gross-Up Payment. Such notification shall be given as promptly as practicable but no later than l0 business days after Executive actually receives notice of such claim and Executive shall further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by Executive). Executive shall not pay such claim prior to the earlier of (x) the expiration of the 30-calendar-day period following the date on which he gives such notice to the Company and (y) the date that any payment or amount with respect to such claim is due. If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:
 
 

 
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(i) provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;
 
(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company;
 
(iii) cooperate with the Company in good faith in order to effectively contest such claim; and
 
(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold harmless Executive, on an after-tax basis, for and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such contest and payment of costs and expenses. Without limiting the foregoing provisions of this Section 6(F), the Company shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 6(F) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that Executive may participate therein at his own cost and expense) and may, at its option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay the tax claimed and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income or other tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such contested claim shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.
 
(G)  If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6(F), Executive receives any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 6(F)) pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto) within 15 business days of Executive’s receipt of such refund.  If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6(F), a
 
 

 
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determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial or refund prior to the expiration of 30 calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of any such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to Executive pursuant to this Section 6.
 
(H)  Notwithstanding any provision of this Agreement to the contrary, if (i) but for this sentence, the Company would be obligated to make a Gross-Up Payment to Executive, and (ii) either (a) the aggregate "present value" of the "parachute payments" to be paid or provided to Executive under this Agreement or otherwise does not exceed 1.10 multiplied by three times Executive's "base amount," or (b) Executive's termination of employment constitutes a Voluntary Termination Event, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any payment or benefit to Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 6(H), the terms "excess parachute payment," "present value," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company, if requested by Executive or the Company, by the Accounting Firm. The fact that Executive's right to payments or benefits may be reduced by reason of the limitations contained in this Section 6(H) will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 6(H), Executive will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section 6(H).  The Company will provide Executive with all information reasonably requested by Executive to permit Executive to make such designation. In the event that Executive fails to make such designation within l0 business days of the Termination Date, the Company may effect such reduction in any manner it deems appropriate.
 
7.         Compliance with Section 409A.
 

 
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(A)  Specified Employee.  Notwithstanding anything contained in this Agreement to the contrary, if Executive is a “specified employee,” within the meaning of Section 409A as determined under Company’s policy for determining specified employees on the Termination Date, all payments, benefits or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the Code, that are provided as a result of a Separation from Service and that would otherwise be paid or provided during the first 6 months following such Termination Date shall be accumulated through and paid or provided (together with interest at the applicable Federal short-term rate, compounded semi-annually, in effect under Code Section 1274(d) as of the Termination Date) within 30 calendar days after the first business day following the 6 month anniversary of such Termination Date (or, if Executive dies during such 6-month period, within 10 calendar days after Executive’s death).
 
(B)  Compliance with Section 409A.  It is intended that the payments and benefits provided under this Agreement shall either be exempt from the application of, or comply with, the requirements of Section 409A. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Executive. Although Company shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither Company, its Subsidiaries nor their respective directors, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or other taxpayer as a result of the Agreement.
 
8.         Termination Procedures.
 
(A)  Notice.  On or after the occurrence of a Change in Control, any purported termination of Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance

 
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with Section 14 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.  Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination (after reasonable notice to Executive and an opportunity for Executive, together with his counsel, to be heard by the members of the Board) finding that, in the informed, reasonable, good faith judgment of the Board, Executive’s conduct satisfies one or more of the requirements set forth in the definition of Cause in Section 1, and specifying the particulars thereof in detail.
 
(B)  Termination Date.  “Termination Date” under this Agreement shall mean the effective date of Executive’s employment with Company or its affiliates that constitutes a “separation from service” within the meaning of Section 409A.  Except as provided in the next sentence, the Termination Date shall be determined as follows: (i) if Executive’s employment is terminated for Disability, 30 business days after Notice of Termination is given (provided that Executive shall not have returned to the full-time performance of Executive’s duties during that 20 business-day period) and (ii) if Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination, which, in the case of a termination by Company, shall not be less than 10 business days except in the case of a termination for Cause, and, in the case of a termination by Executive, shall not be less than 10 business days nor more than 20 business days, respectively, after the date such Notice of Termination is given.  Company and Executive shall take all steps necessary (including with regard to any post-termination services by Executive) to ensure that any termination described in this Section 8(B) constitutes a “separation from service” within the meaning of Section 409A and that the date on which such separation from service takes place is the “Termination Date.”
 
9.         Restrictive Covenants.
 
(A)  Non-Disclosure.  Executive acknowledges that in the course of Executive’s employment with Company and any Subsidiary Executive has had and will have access to
 
 

 
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confidential information and trade secrets proprietary to Company and its Subsidiaries, including, without limitation, information and knowledge pertaining to services provided, products, innovations, designs, ideas, plans, trade secrets, proprietary information, transmission and distribution systems and methods, revenue and profit figures, customer lists, contracts, studies, relationships between the Company and its Affiliates and/or Subsidiaries and other others who have business dealings with the Company and its Affiliates and/or Subsidiaries ("Confidential Information").  Executive further acknowledges that the Confidential Information is proprietary to Company and its Subsidiaries, that the unauthorized disclosure of any of the Confidential Information to any person or entity will result in immediate and irreparable competitive injury to Company and its Subsidiaries, and that such injury cannot adequately be remedied by an award of monetary damages. Accordingly, Executive shall not at any time disclose any Confidential Information to any person or entity who is not properly authorized by Company or its Subsidiaries to receive the information without the prior written consent of the Board (which consent may be withheld for any reason or no reason) unless and except to the extent that such disclosure is required by any subpoena or other legal process (in which event Executive will give the Board prompt written notice of such subpoena or other legal process and will cooperate with the Company in order to permit Company and its Subsidiaries to seek appropriate protective orders).  Executive shall not use any Confidential Information for Executive’s own account without the prior written consent of the Board (which consent may be withheld for any reason or no reason).
 
(B)  Non-Compete.  Executive shall not during Executive’s employment with Company or any Subsidiary and thereafter until the expiration of the Non-Interference/Assistance Period, in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, (i) engage in or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business then actively being conducted by Company or its Subsidiaries, or any business that each of Company or its Subsidiaries has engaged in during the Non-Interference/Assistance Period within Vermont, (ii) engage in or be engaged in, or assist the Vermont Public Service Board, Connecticut Department of Public Utility, Vermont Department of Public Service or successor
 
 

 
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department or agency in the regulation or oversight of the Company or its Subsidiaries, or (iii) engage in or be engaged in, or assist any active customer or supplier  of Company or its Subsidiaries in the development, negotiation, or implementation of a power supply or power purchase contract or other agreement with Company or its Subsidiaries. . Nothing in this Section shall prohibit Executive from being: (x) a shareholder in a mutual fund or a diversified investment company or (y) a passive owner of not more than 5% of the outstanding equity securities of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business of such corporation or other entity. For the purpose of clarification, the business in which Company is actively engaged includes the purchase, production, transmission, distribution, and the retail sale of electricity principally in Vermont; however, Company also sells excess power in the wholesale markets administered by ISO New England and to other New England customers.
 
(C)  Non-Interference.  Executive shall not during his employment with Company or its Subsidiaries and thereafter until the expiration of the Non-Interference/Assistance Period employ, or assist any person or entity in employing, any employee of Company or its Subsidiaries. Executive shall not during his employment with Company or its Subsidiaries and thereafter until the expiration of the Non-Interference/Assistance Period solicit, or assist any person or entity to solicit, any employee of any member of Company or its Subsidiaries to leave the employment of Company or its Subsidiaries or to become employed by any other entity.
 
(D)  Non-Disparagement.  During the term of employment and thereafter until the expiration of the Non-Interference/Assistance Period, Executive shall not, in any communications with the press or other media or any customer, client or supplier of Company, or any Subsidiary, criticize, ridicule or make any statement which disparages or is derogatory of Company or any Subsidiary, of any successor or assignee thereto or of their respective directors or senior officers.  No director or senior officer of company will, during the same time period, criticize, ridicule or make any statement which disparages or is derogatory of Executive.
 
(E)  Change in Scope.  If a court holds that the restrictions provided for in this Section 9 are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for

 
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the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
 
(F)  Acknowledgment by Executive.  Executive acknowledges that the covenants contained in this Section 9 are a principal inducement for the willingness of Company to enter into this Agreement and make the payments and provide the benefits to Executive under this Agreement and that Company and Executive intend the covenants to be binding upon and enforceable against Executive in accordance with their terms, notwithstanding any common or statutory law to the contrary. Executive agrees that the obligations of Company under this Agreement (specifically including, but not limited to, the obligation to make any payment or provide any benefit under paragraphs (B), (C), (D), (E)(F) and (G) of Section 4 or Section 6) constitute sufficient consideration for the covenants contained in this Section 9. Company and  Executive further agree that the restrictions contained in this Section 9 are reasonable in period, scope and geographical area and are necessary to protect the legitimate business interests and Confidential Information of Company and its Subsidiaries. Executive agrees that he will notify Company and its Subsidiaries in writing if he has, or reasonably should have, any questions regarding the applicability of this Section 9. Because Executive’s services are unique and because Executive has access to Confidential Information, the parties agree that Company and its Subsidiaries would be damaged irreparably in the event any of the provisions of this Section 9 were not performed in accordance with their specific terms or were otherwise breached and that money damages would be an inadequate remedy for any such non-performance or breach. In the event that Executive breaches or threatens to breach any such provision of this Section 9, the parties agree that Company and its Subsidiaries shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). Executive hereby waives any claim that Company or its Subsidiaries have an adequate remedy at law. The parties agree that the foregoing relief shall not be construed to limit or otherwise restrict the ability of Company and its Subsidiaries to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages.
 
 

 
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10.         Consulting.  Executive agrees to provide such consulting services as may reasonably be requested by the Company during the Non-Interference/Assistance Period.
 
11.         No Offsets or Mitigation/Withholding.  Company’s obligation to make the payments provided for in Sections 4, 6 or 12 of this Agreement and otherwise to perform its obligations hereunder shall be absolute and unconditional and shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which Company or any of its Subsidiaries may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.  All payments to be made by Company or a Subsidiary under this Agreement shall be reduced by any tax or other amounts required to be withheld under applicable law.
 
12.         Disputes.
 
(A)  Arbitration.  Any dispute or controversy arising out of or in connection with this Agreement shall, upon a written notice from Executive to Company either before suit thereupon is filed or within 20 business days thereafter, be settled exclusively by binding arbitration before an arbitrator mutually acceptable to the parties in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceeding shall be conducted at a location that is within 50 miles of the location of Executive’s principal place of employment on the Termination Date. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.  Notwithstanding the foregoing, Company shall not be required to seek or participate in arbitration regarding any breach or threatened breach by Executive of his obligations in Section 9, but may pursue its remedies for such breach in a court of competent jurisdiction in accordance with Section 12(C) below.
 
(B)  Legal Fees and Expenses.  In the event that Executive prevails in an arbitration commenced as provided for in this Section 12, Company shall pay or reimburse Executive for reasonable legal fees and expenses incurred by Executive and attributable to such arbitration.
 
 
 

 
- 22 - -
 

 
(C)  Other Legal Action.  Any legal action concerning this Agreement, other than an arbitration described in Section 12(A), whether instituted by Company or Executive, shall be brought and resolved only in the United States Federal District Court of Vermont.  Company  and Executive hereby irrevocably consent and submit to and shall take any action necessary to be subject to the personal jurisdiction of that court and hereby irrevocably agree that all claims in respect of the action shall be instituted, heard, and determined in that court. Company and Executive each agree that such court is a convenient forum, and hereby irrevocably waive, to the fullest extent possible, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
 
13.         Successors; Binding Agreement.
 
(A)  In addition to any obligations imposed by law upon any successor to Company, Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Company would be required to perform it if no such succession had taken place. The provisions of this Section 13 shall continue to apply to each subsequent employer of Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer.
 
(B)  This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If Executive shall die while any amount would be payable to Executive hereunder (other than amounts which, by their terms, terminate upon the death of Executive) if Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of Executive’s estate.
 
14.         Notices.  For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage

 
- 23 - -
 

 
prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:
 
To Company:
 
Central Vermont Public Service Corporation
 
77 Grove Street, Rutland Vermont  05701
Attention:  [______Officer]
 
To Executive:
_______________________________
 
15.         Miscellaneous.  Except as otherwise provided in Section 6, no provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by Executive and an officer of Company specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and any additional withholding to which Executive has agreed.
 
16.         Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
 
17.         Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
 
 

 
- 24 - -
 

 
18.         Entire Agreement.  This Agreement constitutes the entire agreement between the parties relating to a the subject matter hereof, superseding all prior oral or written communications, agreements, contracts and the like between the parties.
 
 

 
- 25 - -
 

 
ACKNOWLEDGEMENT OF ARBITRATION
 
The parties to this Agreement acknowledge the arbitration provision of this Agreement, and acknowledge that no lawsuit may be brought by either party concerning any dispute that may arise which is covered by the arbitration provision, unless it involves a question of constitutional or civil rights, and that such dispute shall be submitted to arbitration in accordance with the arbitration provision as set forth in Section 12(A).
 
DATED at Rutland, Vermont this ____ day of ___________ __________.
 
IN PRESENCE OF:
 
________________________
Witness
 
 
 
 
______________________________
Executive
 
________________________
Witness
CENTRAL VERMONT PUBLIC
SERVICE CORPORATION
 
By  ____________________________
Mary Alice McKenzie
Chairperson of the Board
 
 
 

 
- 26 - -
 

EX-31.1 5 ex311.htm EXHIBIT 31.1 - CEO SECTION 302 CERTIFICATION ex311.htm
 
 
 

EXHIBIT 31.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Robert H. Young, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of Central Vermont Public Service Corporation (the "registrant");
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l3a-15(e) and l5d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules l3a-15(f) and l5d-15(f)) for the registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:   May 9, 2008
 
  /s/ Robert H. Young   
Robert H. Young
President and Chief Executive Officer


 
 
 

EX-31.2 6 ex312.htm EXHIBIT 31.2 - CFO SECTION 302 CERTIFICATION ex312.htm
 
 
 

EXHIBIT 31.2
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Pamela J. Keefe, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q of Central Vermont Public Service Corporation (the "registrant");
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l3a-15(e) and l5d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules l3a-15(f) and l5d-15(f)) for the registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:   May 9, 2008
 
  /s/ Pamela J. Keefe     
Pamela J. Keefe
Vice President, Chief Financial Officer, and Treasurer


 
 
 

EX-32.1 7 ex321.htm EXHIBIT 32.1 - CEO SECTION 906 CERTIFICATION ex321.htm
 
 
 

EXHIBIT 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
            In connection with the Quarterly Report of Central Vermont Public Service Corporation (the "Company") on Form l0-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert H. Young, President and Chief Executive Officer of the Company, certify, pursuant to l8 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
 
(1) The Report fully complies with the requirements of Section l3(a) or l5(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
   /s/ Robert H. Young   
Robert H. Young
President and Chief Executive Officer
May 9, 2008
 
A signed original of this written statement required by Section 906 has been provided to Central Vermont Public Service Corporation ("CVPS") and will be retained by CVPS and furnished to the Securities and Exchange Commission or its staff upon request.


 
 
 

EX-32.2 8 ex322.htm EXHIBIT 32.2 - CFO SECTION 906 CERTIFICATION ex322.htm
 
 
 

EXHIBIT 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
            In connection with the Quarterly Report of Central Vermont Public Service Corporation (the "Company") on Form l0-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Pamela J. Keefe, Vice President, Chief Financial Officer, and Treasurer of the Company, certify, pursuant to l8 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
 
(1) The Report fully complies with the requirements of Section l3(a) or l5(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
  /s/ Pamela J. Keefe   
Pamela J. Keefe
Vice President, Chief Financial Officer, and Treasurer
May 9, 2008
 
A signed original of this written statement required by Section 906 has been provided to Central Vermont Public Service Corporation ("CVPS") and will be retained by CVPS and furnished to the Securities and Exchange Commission or its staff upon request.



 
 
 

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