8-A12B

                                   FORM 8-A


                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(b) OR 12 (g) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934


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


           Vermont                                  03-0127430
(State of incorporation or              (IRS Employer Identification No.)
 organization)


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


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


    Title of each class       Name of each exchange on which
    to be so registered       each class is to be registered


Common Stock Purchase Rights      New York Stock Exchange
- ----------------------------      -----------------------


If this form relates to the registration of a class of securities 
pursuant to Section 12(b) of the Exchange Act and is effective pursuant 
to General Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities 
pursuant to Section 12(g) of the Exchange Act and is effective pursuant 
to General Instruction A.(c), check the following box. [   ]

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

                                 			None			
                               (Title of class)



Item 1.  Description of Registrant's Securities to be Registered.

On June 17, 1998, the Board of Directors of Green Mountain 
Power Corporation (the "Company") declared a dividend distribution of 
one common share purchase right (a "Right") for each outstanding share 
of common stock, par value $3.33 1/3 per share (the "Common Stock"), of 
the Company.  The dividend is payable on June 26, 1998, to holders of 
record of Common Stock at the close of business on such date (the 
"Record Date").  Each Right initially entitles the registered holder to 
purchase from the Company one share of Common Stock at a price of $45.00 
per share of Common Stock (the "Purchase Price"), subject to adjustment.  
The description and terms of the Rights are set forth in a Rights 
Agreement (the "Rights Agreement"), dated as of June 17, 1998, between 
the Company and ChaseMellon Shareholder Services, L.L.C., as Rights 
Agent (the "Rights Agent").

Rights will also be issued with respect to shares of Common 
Stock issued after the Record Date but prior to the Distribution Date 
(as defined below), unless the Board of Directors determines otherwise 
at the time of issuance, and, under certain circumstances, Rights will 
also be issued with respect to shares of Common Stock issued after the 
Distribution Date.

Until the earlier of (i) ten days following a public 
announcement that a person or group of affiliated or associated persons 
has acquired, or obtained the right to acquire, beneficial ownership of 
15% or more of the outstanding shares of Common Stock (an "Acquiring 
Person") or (ii) ten days following the commencement or announcement of 
an intention to make a tender offer or exchange offer the consummation 
of which would result in a person, together with persons affiliated or 
associated with it, being the beneficial owner of 25% or more of the 
outstanding Common Stock (the earlier of such dates being called the 
"Distribution Date"), except as provided in the following paragraph for 
Rights attempted to be transferred to persons who would thereby hold 15% 
or more of the Rights, (A) the Rights will be evidenced by the Common 
Stock certificates and will be transferred with and only with such 
Common Stock certificates, (B) new Common Stock certificates issued 
after the Record Date (except as set forth in the Rights Agreement) will 
contain a notation incorporating the Rights Agreement by reference and 
(C) the surrender for transfer of any Common Stock certificates will 
also constitute the transfer of the Rights associated with the Common 
Stock represented by such certificates.  As soon as practicable 
following the Distribution Date and except as provided in the following 
paragraph, separate certificates evidencing the Rights ("Rights 
Certificates") will be mailed to holders of record of the Common Stock 
as of the close of business on the Distribution Date and thereafter such 
separate Rights Certificates alone will evidence the Rights.

Rights may not be transferred, directly or indirectly, (i) to 
any person who is, or, as a result of the transfer would be, the 
beneficial owner of 15% or more of the Rights (including Rights that are 
null and void as described below), or (ii) to any affiliate or associate 
of any such person.  Any Right that is the subject of any such purported 
transfer shall be null and void without any further action, and 
thereafter may not be exercised by any person (including any subsequent 
transferee) for shares of Common Stock or other assets pursuant to any 
provision of the Rights Agreement and shall no longer confer any rights 
upon any person.  On June 17, 1998, the Board of Directors amended the 
By-laws of the Company to impose the restrictions which are referred to 
herein on the transferability of the Rights.

The Rights are not exercisable until the Distribution Date.  
The Rights will expire on June 17, 2008 (the "Final Expiration Date") 
unless the Rights are earlier redeemed or exchanged by the Company, in 
each case, as described below.

The Purchase Price payable, and the number of shares of 
Common Stock or other securities issuable, upon exercise of the Rights 
are subject to adjustment from time to time to prevent dilution (i) in 
the event of a stock dividend on, or a subdivision, combination or 
reclassification of, the Common Stock, (ii) upon the grant to holders of 
the Common Stock of certain rights or warrants to subscribe for or 
purchase Common Stock at a price, or securities convertible into Common 
Stock with a conversion price, less than the then current market price 
of the Common Stock or (iii) upon the distribution to holders of the 
Common Stock of evidences of indebtedness or assets (excluding regular 
periodic cash dividends paid out of retained earnings or dividends 
payable in Common Stock) or of subscription rights or warrants (other 
than those referred to above).

In the event that (i) the Company merges with or is involved 
in another business combination transaction with an Acquiring Person, 
(ii) 50% or more of its consolidated assets or earning power are sold to 
an Acquiring Person, (iii) an Acquiring Person acquires 25% or more of 
the Common Stock, or (iv) an Acquiring Person engages in one or more 
self-dealing transactions with the Company, then, proper provision will 
be made so that each holder of a Right will thereafter have the right to 
receive, upon the exercise thereof at the then current exercise price of 
the Right, that number of shares of common stock of the Company or of 
the acquiring company, as the case may be, which at the time of such 
transaction will have a value double the amount of the Purchase Price.  
Any Rights that are or were beneficially owned at any time on or after 
the Distribution Date by an Acquiring Person shall become null and void 
upon the occurrence of any event described in the immediately preceding 
sentence and no holder of such Rights shall have any right with respect 
to such Rights from and after the occurrence of any such event.

With certain exceptions, no adjustment in the Purchase Price 
will be required until cumulative adjustments require an adjustment of 
at least 1% in such Purchase Price.  No fractional shares of Common 
Stock will be issued and, in lieu thereof, an adjustment in cash will be 
made based on the market price of the Common Stock on the last trading 
day prior to the date of exercise.

At any time prior to ten days following the time at which 
there is an Acquiring Person, the Board of Directors of the Company may 
redeem the Rights in whole, but not in part, at a price of $0.001 per 
Right (the "Redemption Price"). Immediately upon the action of the Board 
of Directors of the Company ordering redemption of the Rights, the right 
to exercise the Rights will terminate and the only right of the holders 
of Rights will be to receive the Redemption Price.

After the Distribution Date and prior to the time an 
Acquiring Person has acquired 50% or more of the outstanding Common 
Stock, the Board of Directors of the Company may require that some or 
all of the Rights be exchanged, at an exchange ratio of one share of 
Common Stock per Right (subject to adjustment).  Immediately upon the 
action of the Board of Directors of the Company ordering exchange of the 
Rights, the right to exercise the Rights will terminate and the only 
right of the holders of Rights will be to receive Common Stock upon the 
exchange.

The terms of the Rights may be amended by the Board of 
Directors of the Company without the consent of the holders of the 
Rights, including an amendment to extend the period during which the 
rights may be redeemed; provided, however, that from and after the 
Distribution Date, the Rights Agreement may not be amended in any manner 
which would adversely affect the interests of holders of the Rights.  In 
the event an Acquiring Person, after triggering the redemption option of 
the Company, reduces its shareholdings to less than 15%, then the 
redemption rights are reinstated.

Until a Right is exercised, the holder thereof, as such, will 
have no rights as a shareholder of the Company, including, without 
limitation, the right to vote or to receive dividends.

The Rights have certain anti-takeover effects.  The rights 
will cause substantial dilution to a person or group that acquires 15% 
or more of the Company's Common Stock.  The Rights should not interfere 
with any merger or business combination approved by the Board of 
Directors of the Company since the Board of Directors may, at its 
option, at any time prior to ten days following the time any Person 
becomes an Acquiring Person, redeem all the then outstanding Right at 
the Redemption Price.

The Rights Agreement (which includes as Exhibit A thereto the 
form of Rights Certificate and as Exhibit B thereto the Summary of 
Rights To Purchase Shares) is annexed hereto as Exhibit 4-a-1.  The 
Press Release entitled "Green Mountain Power Corporation Adopts a 
Shareholder Rights Plan", dated June 17, 1998, is annexed hereto as 
Exhibit 21.1.  The form of Letter to the Shareholders of the Company, to 
be dated June 29, 1998, from Mr. Christopher L. Dutton, President and 
Chief Executive Officer, is annexed hereto as Exhibit 21.2.  The By-Laws 
of the Company, as amended, are annexed hereto as Exhibit 3.1.  Each of 
the foregoing Exhibits is incorporated herein by reference.  The 
foregoing description of the Rights does not purport to be complete and 
is qualified in its entirety by reference to such Exhibits.

Item 2.  Exhibits

         3.1   By-Laws, as amended, of the Company.

         4.a.1 Rights Agreement, dated as of June 17, 1998, between the 
               Company and ChaseMellon Shareholder Services, L.L.C., as 
               Rights Agent, which includes as exhibits thereto the 
               form of Rights Certificate and the Summary of Rights to 
               Purchase Shares.  As soon as practicable after the 
               Distribution Date, Rights Certificates will be mailed to 
               holders of record of the Common Stock as of the close of 
               business on the Distribution Date and thereafter such 
               Rights Certificates will represent the Rights.

         21.1  Press Release, dated June 17, 1998.

         21.2  Form of Letter to Shareholders of the Company, to be 
               dated June 29, 1998.



                               SIGNATURE

Pursuant to the requirements of Section 12 of the Securities 
Exchange Act of 1934, the registrant has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereto duly 
authorized.

                                    GREEN MOUNTAIN POWER CORPORATION



Dated: June 19, 1998   By: /s/ Christopher L. Dutton			
                      					Christopher L. Dutton
                           President and Chief Executive Officer

EX-1

                                                               Exhibit 3.1
                                     BYLAWS

                                       OF

                       GREEN MOUNTAIN POWER CORPORATION
                      (As Amended Through June 17, 1998)


                                    ARTICLE I

                                  Stockholders

     Section 1.  Annual Meeting.  The annual meeting of the stockholders 
shall be held at such place within the State of Vermont as is designated 
in the notice of the meeting, on the third Thursday in May in each year, 
if it be not a legal holiday, and if it be a legal holiday, on the next 
succeeding day not a legal holiday; provided, however, that a majority 
of the board of directors, acting at a regular or special meeting of 
such board, may specially determine an alternative time for the holding 
of any annual meeting.  (Amended December 4, 1975 and August 31, 1982.)

     Section 2.  Special Meetings.  Special meetings of the stockholders 
may be called, to be held at such place within or without the State of 
Vermont as is designated in the notice of the meeting, by the chairman 
of the board of directors, the chief executive officer, the president or 
a majority of directors, and, subject to the provisions of law and of 
the articles of association, as amended, shall be called by the 
secretary, or in case of the death, absence, incapacity or refusal of 
the secretary, by any other officers of the Corporation, upon writ-ten 
application of stockholders who are entitled to vote and who hold at 
least thirty-three percent of all the shares at the time issued and 
outstanding and entitled to vote at the meeting, stating the time, place 
and purpose of the meeting.  (Amended May 13, 1981, and September 8, 
1988.)

     Section 3.  Notice of Meeting.  A written or printed notice of each 
meeting of stockholders, stating the place, day and hour thereof and, in 
case of a special meeting, the purpose for which the meeting is called, 
shall be given by the secretary, at least 10 days and not more than 60 
days before such meeting, to each stockholder entitled to vote thereat, 
by leaving such notice with him or at his residence or usual place of 
business, or by mailing it, postage prepaid and addressed to such 
stockholder at his address as it appears upon the books of the 
Corporation.  In the absence or disability of the secretary, such notice 
may be given by a person designated either by the secretary or by the 
person or persons calling the meeting or by the board of directors.  No 
notice of the time, place or purpose of any regular or special meeting 
of the stockholders shall be required if every stockholder entitled to 
notice thereof is present in person or is represented at the meeting by 
proxy or if every such stockholder, or his attorney thereunto authorized 
by a writing which is filed with the records of the meeting, waives such 
notice.  Notwithstanding the above, if the purpose for such a special 
meeting of stockholders requested by written application of stockholders 
under Section 2 of Article I of these bylaws relates to or involves in 
any way a merger or consolidation of the corporation or a sale, lease, 
exchange, pledge or other disposition of all, or substantially all, the 
property and assets of the Corporation not made in the usual and regular 
course of business, such notice must be given at least 30 days and not 
more than 60 days before such special meeting.  (Amended September 8, 
1988 and March 7, 1994.)  
         

     Section 4.  Quorum.  At any meeting of the stockholders, a majority 
of interest of all stock issued and outstanding and entitled to vote 
upon a question to be considered at the meeting shall constitute a 
quorum for the consideration of such question, but a less interest may 
adjourn any meeting from time to time, and the meetings may be held as 
adjourned without further notice.  When a quorum is present at any 
meeting, a majority of the stock represented thereat and entitled to 
vote shall, except where a larger vote is required by law, by the 
articles of association, or by these bylaws, decide any question brought 
before such meeting.

     Section 5.  Proxies and Voting.  Stockholders who are entitled to 
vote shall have one vote for each share of stock owned by them.  
Stockholders may vote either in person or by proxy in writing dated not 
more than 11 months before the meeting named therein, which shall be 
filed with the secretary of the meeting before being voted.  Such 
proxies shall entitle the holders thereof to vote at any adjournment of 
such meeting, but shall not be valid after the final adjournment of such 
meeting. 


                                ARTICLE II

                                Directors

     Section 1.  Powers.  The board of directors shall have, and may 
exercise all the powers of the Corporation, except such as are conferred 
upon the stockholders by law, by the articles of association, and by 
these bylaws.

     Section 2.  Election.  The board of directors shall consist of 
eleven members and shall be elected at the annual meeting of the 
stockholders or at a special meeting held in place thereof.  Subject to 
law, to the articles of association and to the other provisions of these 
bylaws, each director shall hold office until his or her term of office 
expires and until his or her successor shall have been elected and 
qualified.  The directors shall be divided, with respect to the terms 
for which they severally hold office, into three classes, hereby 
designated as Class I, Class II and Class III.  Each class shall have at 
least three directors and the three classes shall be as nearly equal in 
number as possible.  The initial terms of office of the Class I, Class 
II and Class III directors, elected at the 1995 annual meeting of 
shareholders, shall expire at the next succeeding annual meeting of 
shareholders the second succeeding annual meeting of shareholders and 
the third succeeding annual meeting of shareholders, respectively.  At 
each annual meeting of shareholders after 1995, the successors of the 
class of directors whose term expires at that meeting shall be elected 
to hold office for a term expiring at the annual meeting of shareholders 
to be held in the third year following the year of their election.  No 
director may be removed from office prior to the expiration of his or 
her term of office except for cause.  For purposes of this Section, the 
term "cause" means a willful and continued failure to perform the duties 
of a director (other than failure resulting from incapacity due to 
physical or mental illness) or conduct which is demonstrably and 
materially injurious to the corporation, monetarily or otherwise.  Such 
removal from office can be effected only upon the affirmative vote of 
three quarters of the remaining membership of the board of directors.  
The board of directors shall elect from its members a chairman of the 
board of directors who will serve as such for one year or during the 
balance of his or her term as a director, whichever is less, and until a 
successor is elected and qualified.  (Amended May 18, 1995, and February 
10, 1997.)

     Section 3.  Duties of the Chairman.  The chairman of the board of 
directors shall, when present, preside at all meetings of the 
stockholders and at all meetings of the board of directors. He shall 
perform such other duties as may be from time to time delegated to him 
by the board of directors.  (Amended May 13, 1981.)

     Section 4.  Regular Meetings.  Regular meetings of the board of 
directors may be held at such places and at such times as the board may 
by vote from time to time determine, and if so determined, no notice 
thereof need be given.  A regular meeting of the board of directors may 
be held without notice immediately after, and at the same place as the 
annual meeting of the stock-holders, or the special meeting of the 
stockholders held in place of such annual meeting.

     Section 5.  Special Meetings.  Special meetings of the board of 
directors may be held at any time and at any place when called by the 
chairman of the board of directors, chief executive officer, president, 
treasurer, or two or more directors, reasonable notice thereof being 
given to each director, or at any time without call or formal notice, 
provided all the directors are present or waive notice thereof by a 
writing which is filed with the records of the meeting.  In any case it 
shall be deemed sufficient notice to a director to give him personal 
notice or to send notice by mail or telegram at least forty-eight hours 
before the meeting addressed to him at his usual or last known business 
or residence address.
         
     Section 6.  Quorum and Participation.  (a) A majority of the board 
of directors shall constitute a quorum for the transaction of business, 
but a less number may adjourn any meeting from time to time, and the 
meeting may be held as adjourned without further notice.  When a quorum 
is present at any meeting, a majority of the members in attendance 
thereat shall decide any question brought before such meeting.  (b) 
Members of the board of directors and any committee designated by the 
board of directors, may participate in a meeting of such board or 
committee by means of a conference telephone or similar communications 
equipment by means of which all persons participating in the meeting can 
hear each other, and participation in a meeting in such a manner shall 
constitute presence in person at such meeting for all purposes.  
(Amended September 21, 1973, and May 13, 1981.)


                                ARTICLE III

                      Executive and Other Committees

     Section 1.  Executive Committee.  The board of directors may, by 
vote of a majority of their entire number, elect from their own number 
an executive committee of not less than three members, which committee 
may be vested with the management of the current and ordinary business 
of the Corporation, including the declaration of dividends, the fixing 
and altering of the powers and duties of the several officers and agents 
of the Corporation, the election of additional officers and agents, and 
the filling of vacancies other than on the board of directors, and with 
power to authorize purchases, sales, contracts, offers, conveyances, 
transfers and negotiable instruments except as otherwise provided by 
law.  A majority of the members of the executive committee shall 
constitute a quorum for the transaction of business, but a lesser number 
may adjourn any meeting from time to time, and the meeting may be held 
as adjourned without further notice.  The executive committee may make 
rules not inconsistent herewith for the holding and conduct of its 
meetings.  The chief executive officer shall at all times be ex officio 
a member of the executive committee.  The executive committee shall 
elect from its members a chairman of the executive committee who shall 
preside at meetings of the executive committee, when present, and, in 
his or her absence, the chief executive officer of the Corporation shall 
preside.  The chairman shall also perform such other duties as may be 
from time to time delegated to him or her by the executive committee, 
and will serve as such for one year or during the balance of his or her 
term as a member of the executive committee, whichever is less, and 
until a successor is elected and qualified.  In the absence of a quorum 
at any meeting of the executive committee, its chairman or, in his or 
her absence, the chief executive officer, may designate a director of 
the Corporation who is not a member of the executive committee 
temporarily as a member of the executive committee to act as such during 
such meeting.  Any action taken by the executive committee will require 
the unanimous vote of all members of the executive committee present and 
voting at any meeting.  (Amended March 20, 1974; June 13, 1974; June 12, 
1975; February 28, 1980; May 13, 1981, and March 1, 1985.)

     The executive committee shall report its action to the board of 
directors.  The board of directors shall have the power to rescind any 
vote or resolution of the executive committee, but no such rescission 
shall have retroactive effect.
         
     Section 2.  Other Committees.  The board of directors may, by 
majority vote at any meeting, create any other commit-tees and delegate 
to such committees any powers, duties and responsibilities as may be 
consistent with the laws of the State of Vermont and the articles of 
association of the Corporation.  The resolutions creating such 
committees or electing its members may provide for a chairman of the 
committee or such selection may be left to the committee itself.  The 
compensation, if any, to be paid members of the committees for committee 
services shall be established by the board of directors or its executive 
committee.  (Amended August 17, 1976.)




                                ARTICLE IV

                           Officers and Agents

     Section 1.  Election and Appointment.  The officers shall be a 
chief executive officer, a president, a secretary, a treasurer, and such 
other officers and agents as the board of directors and executive 
committee may elect.  The chief executive officer, president, treasurer 
and secretary shall be elected annually by the board of directors after 
its election by the stockholders and will hold office for one year and 
until their successors are elected and qualified.  Any two or more 
offices may be filled by the same person except the offices of president 
and secretary. The other officers and agents shall hold office during 
the pleasure of the board of directors or for such terms as the board of 
directors or executive committee shall prescribe.  Each officer shall, 
subject to these bylaws, have in addition to the duties and powers 
herein set forth such duties and powers as are commonly incident to his 
office, and such duties and powers as the board of directors or 
executive committee shall from time to time designate.  (Amended March 
20, 1974, and May 13, 1981.)

     Section 2.  (Repealed March 20, 1974.)
         
     Section 3.  (Repealed March 20, 1974.)
         
     Section 4.  Chief Executive Officer, President and Vice Presidents.  
The chief executive officer shall have all powers and perform all duties 
incidental to such office and, in the absence of the chairman of the 
board of directors, he shall preside at all meetings of the stockholders 
and the board of directors, and in the absence of the chairman of the 
executive committee, at all meetings of the executive committee.  The 
president shall be the chief administrative officer of the Corporation 
and shall have all powers and perform all duties incidental thereto.  He 
shall have custody of any treasurer's bond.  Any vice president shall 
have such powers as the board of directors or executive committee shall 
from time to time designate.  (Amended March 20, 1974; February 28, 
1980, and May 13, 1981.)
         
     Section 5.  Secretary.  The secretary shall record all votes and 
proceedings of the stockholders and of the directors or any executive 
committee thereof and shall have custody of the corporate seal and of 
the corporate records and keep such records at the principal office of 
the Corporation.  He shall keep a record book containing the names of 
the stockholders, their addresses and the number of shares held by each, 
the time when they respectively acquired the shares and the time of any 
transfer thereof unless a majority of the stockholders approves a 
transfer agent to keep such record book, rather than the secretary.  He 
shall procure and file in his own office certified copies of all 
documents required to be filed with the secretary of state, except the 
annual report of the company.  In the absence of the secretary at any 
meeting, a temporary secretary shall be chosen to record the proceedings 
of such meeting.  (Amended May 13, 1976.)    

     Any assistant secretary will have such powers as the board of 
directors or executive committee shall from time to time designate, 
except those powers set forth in Sec. 1894 of Title II of the Vermont 
Statutes Annotated.

     Section 6.  Treasurer.  The treasurer shall, subject to the 
direction and under the supervision of the board of directors and 
executive committee, have general charge of the financial concerns of 
the Corporation and the care and custody of the funds and valuable 
papers of the Corporation, except his own bond, and he shall have power 
to endorse for deposit or collection all notes, checks, drafts, etc., 
payable to the Corporation or its order, and to accept drafts on behalf 
of the Corporation.  He shall keep, or cause to be kept, accurate books 
of account, which shall be the property of the Corporation.  If required 
by the board of directors, he shall give bond for the faithful 
performance of his duty in such form, in such sum, and with such 
sureties as the board of directors or executive committee shall require.
         
     Any assistant treasurer shall have such powers as the board of 
directors or executive committee shall from time to time designate.

     Section 7.  Removals.  The board of directors may remove from the 
executive committee any member thereof and remove from office any 
officer or agent of the Corporation whenever in its judgment the best 
interests of the Corporation will be served thereby.

     Section 8.  Vacancies.  If the office of any director or member of 
the executive committee or of any officer or agent, one or more, becomes 
vacant by reason of death, resignation, removal, disqualification or 
otherwise, the directors or the remaining directors, though less than a 
quorum, may choose by a majority vote of their entire number a successor 
or successors, who shall hold office for the unexpired term, subject to 
the provisions of the articles of association and Section 1 of this 
Article IV.  The executive committee shall have like power to fill any 
such vacancy in any office to which the executive committee has power to 
appoint, unless such vacancy shall have been filled by the board of 
directors.  Any directorship to be filled by reason of an increase in 
the number of directors, however, shall be filled by election at an 
annual meeting or at a special meeting of the stockholders called for 
that purpose.

     Section 9.  Indemnification.  This corporation shall indemnify any 
person threatened with or made a party to any action, suit or 
proceeding, civil or criminal, by reason of the fact that he, his 
testator or intestate, is or was a director or officer of this 
corporation or of any corporation which he served as such at the request 
of this corporation, against judgments, fines or penalties, and the 
reasonable cost and expenses, including but not restricted to attorney's 
fees, actually and reasonably incurred by him in connection with the 
defense of such action, suit or proceeding or in connection with any 
appeal therein, except in relation to matters as to which it shall be 
adjudged in such action, suit or proceeding that such director or 
officer is liable for gross negligence or misconduct in the performance 
of duty to the Corporation; provided, however, that as to any matter 
disposed of by compromise by such person, pursuant to a consent decree 
or otherwise, no indemnification either for a compromise payment or for 
any other expenses shall be provided unless such compromise shall be 
approved as in the best interests of the Corporation after notice that 
it involves such indemnification: (a) by a disinterested majority of the 
directors then in office; or (b) by a majority of the disinterested 
directors then in office, provided that there has been obtained an 
opinion in writing of independent legal counsel to the effect that such 
person, his testator or intestate, as the case may be, appears not to be 
liable for gross negligence or misconduct in the performance of duty to 
the Corporation; or (c) by the holders of a majority of the outstanding 
stock at the time entitled to vote for directors, voting as a single 
class, exclusive of any stock owned by any interested director or 
officer.  Expenses reasonably incurred by any such person in connection 
with the defense or disposition of any such action, suit or other 
proceeding shall be paid from time to time by this corporation in 
advance of the final determination thereof upon receipt of a written 
undertaking from such person to repay the amounts so paid by the 
Corporation if it is ultimately deter-mined that indemnification for 
such expenses is not required under this section.  The foregoing right 
to indemnity shall not be deemed exclusive of any other rights to which 
such director or officer may be entitled apart from the provisions of 
this paragraph.  (Amended March 9, 1978, and March 2, 1983.)




                                 ARTICLE V

                              Capital Stock

     Section 1.  Certificates.  Each stockholder shall be entitled to a 
certificate or certificates signed by the president and the treasurer or 
secretary and separately by the chief executive officer, if that 
position is not held by the president, and which shall certify the 
number and class of paid-up shares held by him in the Corporation.  
These signatures may be facsimiles if the certificate is countersigned 
by a transfer agent or registered with and signed by a registrar other 
than the Corporation or an employee thereof.  Such certificate shall be 
in such form, consistent with the articles of association and Vermont 
law, as may be prescribed by the board of directors or the executive 
committee, duly numbered and sealed with the corporate seal of this 
corporation or a facsimile thereof.  No certificate for any share of 
this corporation shall be issued until it is fully paid.  The board of 
directors or the executive committee may appoint one or more transfer 
agents and/or registrars for its stock of any class or classes and may 
require stock certificates to be countersigned and/or registered by one 
or more of them.  In case any officer or officers who shall have signed 
or whose facsimile signature shall have been used or printed on any 
certificate or certificates for shares shall cease to be such officer or 
officers of the Corporation before such certificate or certificates 
shall have been delivered by the Corporation, such certificate or 
certificates shall nevertheless be conclusively deemed to have been 
adopted by the Corporation by the use and delivery thereof and shall be 
as effective in all respects as though signed by a duly elected, 
qualified and authorized officer or officers and as though the person or 
persons who signed such certificate or certificates or whose facsimile 
signature or signatures had been used thereon had not ceased to be such 
officer or officers of this corporation. (Amended March 4, 1982.)

     Section 2.  Transfer Books.  The secretary or an assistant 
secretary appointed by the board of directors shall keep the stock and 
transfer books of the Corporation and a record of all certificates of 
stock issued and of all transfers of stock and a register of all the 
stockholders, their addresses, the number of shares held by each, the 
time when they acquired the shares and the time of any transfers thereof 
in books provided and approved by the board of directors or executive 
committee for that purpose, except that such books may be kept by a 
transfer agent rather than the secretary when such transfer agent is 
approved by the vote of a majority of the stockholders.  The transfer 
books of the capital  stock of the Corporation may be closed for such 
period from time to time in anticipation of stockholders' meetings or 
the declaration or payment of dividends, as the board of directors or 
executive committee may determine but such period shall not exceed 60 
days, and, if the transfer books are closed for the purpose of 
determining stock-holders entitled to notice of or to vote at a meeting 
of stock-holders, such books shall be closed for at least  10 days 
immediately preceding such meeting.

     In lieu of closing the stock transfer books as provided in the 
preceding paragraph, the board of directors or the executive committee 
may fix in advance a date preceding the date of any meeting of 
stockholders, or the date for the payment of any dividend, or the date 
for the allotment of rights, or the date when any change, conversion or 
exchange of capital stock shall go into effect, as a record date for the 
determination of the stockholders entitled to notice of and to vote at 
any such meeting, or entitled to receive payment of any such dividend, 
or to any such allotment of rights, or to exercise the rights in respect 
of any such change, conversion or exchange of capital stock, and in such 
case only such stockholders as shall be stockholders of record on the 
date fixed shall be entitled to such notice of and to vote at such 
meeting, or to receive payment of such dividend, or to receive such 
allotment of rights, or to exercise such rights, as the case may be, 
notwithstanding any transfer of any stock on the books of the 
Corporation after any such record date fixed as aforesaid, but such 
record date shall not in any case be more than 60 days and, in the case 
of a meeting of stockholders, shall not be less than 10 days prior to 
the date on which the particular action, requiring such determination of 
stockholders, is to be taken. (Amended March 7, 1994.)

     Section 3.  Transfer of Shares.  Subject to the restrictions, if 
any, imposed by the articles of association, title to a certificate of 
stock and to the shares represented thereby shall be transferred only by 
delivery of the certificate properly endorsed, or by delivery of the 
certificate accompanied by a written assignment of the same, or a 
written power of attorney to sell, assign, or transfer the same or the 
shares represented thereby, properly executed; but the person registered 
on the books of the Corporation as the owner of shares shall have the 
exclusive right to receive dividends thereon and to vote thereon as such 
owner, shall be held liable for such calls and assessments, if any, as 
may lawfully be made thereon, and except only as may be required by law, 
may in all respects be treated by the Corporation as the exclusive owner 
thereof.

     It shall be the duty of each stockholder to notify the Corporation 
of his post office address.

     Section 4.  Loss of Certificates.  In case of the alleged loss or 
destruction, or the mutilation of a certificate of stock, a duplicate 
certificate may be issued in place thereof, upon such reasonable terms 
as the board of directors may prescribe.


                                ARTICLE VI

                                   Seal

     The seal of the Corporation shall, subject to alteration by the 
board of directors or executive committee, consist of a flat-faced 
circular die with words Green Mountain Power Corporation: Corporate Seal 
1893, cut or engraved thereon.


                               ARTICLE VII

                           Execution of Papers

     Except as the board of directors or executive committee may 
generally or in particular cases authorize the execution thereof in some 
other manner, all deeds, leases, transfers, contracts, bonds, notes, 
checks, drafts and other obligations made, accepted or endorsed by the 
Corporation, shall be signed by the chairman of the board, chief 
executive officer, president, a vice president or the treasurer, or such 
other officer or employee as designated in writing by the president.  
(Amended May 13, 1981, and May 15, 1986.)


                              ARTICLE VIII

                              Fiscal Year

     Except as from time to time otherwise provided by the board of 
directors, the fiscal year of the Corporation shall be the calendar 
year.




                              ARTICLE IX

                              Amendments

     These bylaws may be amended, altered or repealed by the board of 
directors or at any meeting of the stockholders, by the holders of a 
majority of all stock issued, outstanding and entitled to vote, provided 
notice of the proposed amendment, alteration or repeal is given in the 
notice of said meeting.


ARTICLE X

Restrictions on Transfer

	The restrictions on transfer of Rights to purchase Common Stock 
contained in the Rights Agreement between the Corporation and 
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (or any 
successor Rights Agent duly appointed in accordance with the terms of 
the Rights Agreement), dated as June 17, 1998, are hereby authorized and 
imposed by these bylaws.

EX-2

                                                     Exhibit 4.a.1



                         GREEN MOUNTAIN POWER CORPORATION


                                        and


                     CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

                                   RIGHTS AGENT



                                RIGHTS AGREEMENT


                          Dated as of June 17, 1998







                               TABLE OF CONTENTS


Section 1.  Certain Definitions. . . . . . . . . . . . . . . . . . . .1
Section 2.  Appointment of Rights Agent; Corporate Authority . . . . .3
Section 3.  Issue of Right Certificates. . . . . . . . . . . . . . . .3
Section 4.  Form of Right Certificates . . . . . . . . . . . . . . . .4
Section 5.  Countersignature and Registration. . . . . . . . . . . . .5
Section 6.  Transfer, Split Up, Combination and Exchange of Right
            Certificates; Mutilated, Destroyed, Lost of Stolen
            Right Certificates . . . . . . . . . . . . . . . . . . . .6
Section 7.  Exercise of Rights; Purchase Price; Expiration Date
            Of Rights. . . . . . . . . . . . . . . . . . . . . . . . .6
Section 8.  Cancellation of Right Certificates . . . . . . . . . . . .8
Section 9.  Reservation and Availability of Shares . . . . . . . . . .9
Section 10. Record Date for Shares . . . . . . . . . . . . . . . . . .9
Section 11. Adjustment of Purchase Price, Number of Shares or 
            Number of Rights . . . . . . . . . . . . . . . . . . . . .10
Section 12. Certificate of Adjusted Purchase Price or Number
            Of Shares. . . . . . . . . . . . . . . . . . . . . . . . .16
Section 13. Consolidation, merger or Sale or Transfer of Assets or 
            Earning Power. . . . . . . . . . . . . . . . . . . . . . .16
Section 14. Fractional Rights and Fractional Shares. . . . . . . . . .17
Section 15. Rights of Action . . . . . . . . . . . . . . . . . . . . .17
Section 16. Agreement of Right Holders . . . . . . . . . . . . . . . .18
Section 17. Right Certificate Holder Not Deemed a Shareholder. . . . .18
Section 18. Concerning the Rights Agent. . . . . . . . . . . . . . . .19
Section 19. Merger or Consolidation or change of Name of Rights
            Agent. . . . . . . . . . . . . . . . . . . . . . . . . . .19
Section 20. Duties of Rights Agent . . . . . . . . . . . . . . . . . .20
Section 21. Change or Rights Agent . . . . . . . . . . . . . . . . . .22
Section 22. Issuance of New Right Certificates . . . . . . . . . . . .22
Section 23. Redemption . . . . . . . . . . . . . . . . . . . . . . . .22
Section 24. Exchange . . . . . . . . . . . . . . . . . . . . . . . . .23
Section 25. Notice of Certain Events . . . . . . . . . . . . . . . . .24
Section 26. Notices. . . . . . . . . . . . . . . . . . . . . . . . . .25
Section 27. Supplements and Amendments . . . . . . . . . . . . . . . .25
Section 28. Successors . . . . . . . . . . . . . . . . . . . . . . . .26
Section 29. Benefits of this Agreement . . . . . . . . . . . . . . . .26
Section 30. Severability . . . . . . . . . . . . . . . . . . . . . . .26
Section 31. Governing Law. . . . . . . . . . . . . . . . . . . . . . .26
Section 32. Counterparts . . . . . . . . . . . . . . . . . . . . . . .26
Section 33. Descriptive Headings . . . . . . . . . . . . . . . . . . .27
Section 34. Determinations and Actions by the Board of Directors, etc.27



                             RIGHTS AGREEMENT

In accordance with the Vermont Business Corporation Law, the 
Board of Directors of Green Mountain Power Corporation (the "Company") 
has authorized and declared a dividend of one share purchase right (a 
"Right") for each Share (as hereinafter defined) of the Company 
outstanding on June 26, 1998 (the "Record Date"), each Right 
representing the right to purchase one additional Share, upon the terms 
and subject to the conditions herein set forth, and has further 
authorized and directed the issuance of one Right with respect to each 
Share of the Company that shall become outstanding between the Record 
Date and the earliest of the Distribution Date, the Redemption Date and 
the Final Expiration Date (as such terms are hereinafter defined).

Section 1.  Certain Definitions.

For purposes of this Agreement, the following terms have the 
meanings indicated:

(a)  "Acquiring Person" shall mean any Person (as such term is 
hereinafter defined) who or which, together with all Affiliates and 
Associates (as such terms are hereinafter defined) of such Person, shall 
be the Beneficial Owner (as such term is hereinafter defined) of 15% or 
more of the Shares then outstanding, but shall not include the Company, 
any Subsidiary (as such term is hereinafter defined) of the Company or 
any employee benefit plan of the Company or any Subsidiary of the 
Company, or any Person or entity organized, appointed or established by 
the Company for or pursuant to the terms of any such plan.

(b)  "Affiliate" and "Associate" shall have the respective 
meanings ascribed to such terms in Rule 12b-2 of the General Rules and 
Regulations under the Securities Exchange Act of 1934 (the "Exchange 
Act"), as in effect on the date of this Agreement. 

(c)  A Person shall be deemed the "Beneficial Owner" of and 
shall be deemed to "beneficially own" any securities:

(i)  which such Person or any of such Person's Affiliates 
or Associates beneficially owns, directly or indirectly;
(ii)  which such Person or any of such Person's 
Affiliates or Associates has (A) the right to acquire (whether such 
right is exercisable immediately or only after the passage of time) 
pursuant to any agreement, arrangement or understanding (other than 
customary agreements with and between underwriters and selling 
group members with respect to a bona fide public offering of 
securities), or upon the exercise of conversion rights, exchange 
rights, rights (other than these Rights), warrants or options, or 
otherwise; provided, however, that a Person shall not be deemed the 
Beneficial Owner of, or to beneficially own, securities tendered 
pursuant to a tender or exchange offer made by or on behalf of such 
Person or any of such Person's Affiliates or Associates until such 
tendered securities are accepted for purchase or exchange; or (B) 
the right to vote pursuant to any agreement, arrangement or 
understanding; provided, however, that a Person shall not be deemed 
the Beneficial Owner of, or to beneficially own, any security if 
the agreement, arrangement or understanding to vote such security 
(1) arises solely from a revocable proxy or consent given to such 
Person in response to a public proxy or consent solicitation made 
pursuant to, and in accordance with, the applicable rules and 
regulations of the Exchange Act and (2) is not also then reportable 
on Schedule 13D under the Exchange Act (or any comparable or 
successor report); or
(iii)  which are beneficially owned, directly or 
indirectly, by any other Person (or any Affiliate or Associate 
thereof) with which such Person or any of such Person's Affiliates 
or Associates has any agreement, arrangement or understanding 
(other than customary agreements with and between underwriters and 
selling group members with respect to a bona fide public offering 
of securities) for the purpose of acquiring, holding, voting 
(except to the extent contemplated by the proviso to Section 
1(c)(ii)(B)) or disposing of any securities of the Company.

(d)  "Business Day" shall mean any day other than a Saturday, 
a Sunday, or a day on which banking institutions in the State of Vermont 
are authorized or obligated by law or executive order to close.

(e)  "Close of Business" on any given date shall mean 5:00 
P.M., New York City, time, on such date; provided, however, that if such 
date is not a Business Day it shall mean 5:00 P.M., New York City time, 
on the next succeeding Business Day.

(f)  "Distribution Date" shall have the meaning set forth in 
Section 3 hereof.

(g)  "Final Expiration Date" shall have the meaning set forth 
in Section 7 hereof.

(h)  "Person" shall mean any individual, firm, partnership, 
corporation or other entity, and shall include any successor (by merger 
or otherwise) of such entity.

(i)  "Purchase Price" shall have the meaning set forth in 
Section 4(a) hereof.

(j)  "Redemption Date" shall have the meaning set forth in 
Section 7 hereof.

(k)  "Shares" when used with reference to the Company shall 
mean the shares of Common Stock, par value $3.33 1/3 per share, of the 
Company.  "Shares" when used with reference to any Person other than the 
Company shall mean the capital stock (or equity interest) with the 
greatest voting power of such other Person, or the equity securities or 
other equity interest having power to control or direct the management 
of such other Person or, if such other Person is a Subsidiary of another 
Person, the Person or Persons which ultimately control such first-
mentioned Person. 

(l)  "Shares Acquisition Date" shall mean the first date of 
public announcement by the Company or an Acquiring Person that an 
Acquiring Person has become such.

(m)  "Subsidiary" of any Person shall mean any corporation or 
other entity of which a majority of the voting power of the voting 
equity securities or equity interest is owned, directly or indirectly, 
by such Person.

(n)  "Triggering Event" shall mean any event described in 
Section 11(a)(ii)(A), (B) and (C) and Section 13 hereof.

Any determination required by the definitions contained in 
this Section 1 shall be made by the Board of Directors of the Company in 
its good faith judgment, which determination shall be binding on the 
Rights Agent.

Section 2.  Appointment of Rights Agent; Corporate Authority.

The Company hereby appoints ChaseMellon Shareholder Services, 
L.L.C. (the "Rights Agent") to act as agent for the Company in 
accordance with the terms and conditions hereof the Rights Agent, and 
the Rights Agent hereby accepts such appointment.  The Company may from 
time to time appoint such co-Rights Agents as it may deem necessary or 
desirable provided that the respective duties of the Rights Agent and 
any such co-Rights Agents are clearly set forth in a written agreement 
signed by the Company, the Rights Agent and any such co-Rights Agent.  
The Rights Agent shall have no duty to supervise, and shall in no event 
be liable for, the acts or omissions of any such co-Rights Agent.

The Company represents and warrants that the issuance of the 
Rights, the execution of the Rights Agreement and the appointment of 
ChaseMellon Shareholder Services, L.L.C., as Rights Agent have been 
validly authorized by all necessary corporate action on the part of the 
Company.

Section 3.  Issue of Right Certificates.  

(a)  Until the earlier of (i) the Close of Business on the 
tenth day after the Shares Acquisition Date or (ii) the Close of 
Business on the tenth day after the date of the commencement of, or 
first public announcement of the intent to commence, a tender or 
exchange offer by any Person (other than the Company, any Subsidiary of 
the Company or any employee benefit plan of the Company or of any 
Subsidiary of the Company or any Person or entity organized, appointed 
or established by the Company for or pursuant to the terms of any such 
plan) for 25% or more of the outstanding Shares (including any such date 
which is after the date of this Agreement and prior to the issuance of 
the Rights; the Close of Business on the earlier of such dates being 
herein referred to as the "Distribution Date"), (x) the Rights will be 
evidenced (subject to the provisions of Section 3(b) hereof) by the 
certificates for Shares of the Company registered in the names of the 
holders thereof (which certificates shall also be deemed to be Right 
Certificates) and not by separate Right Certificates, and (y) the right 
to receive Right Certificates will be transferable only in connection 
with the transfer of such Shares.  As soon as practicable after the 
Distribution Date, the Company will prepare and execute, the Rights 
Agent will countersign, and the Company will send or cause to be sent 
(and the Rights Agents will, if requested, send at the Company's 
expense) by first-class, postage-prepaid mail, to each record holder of 
Shares of the Company as of the Close of Business on the Distribution 
Date, at the address of such holder shown on the records of the Company, 
a Right Certificate, in substantially the form of Exhibit A hereto (a 
"Right Certificate"), evidencing one Right for each Share so held.  As 
of the Distribution Date, the Rights will be evidenced solely by such 
Right Certificates.

(b)  On the Record Date or as soon as practicable thereafter, 
the Company will send a copy of a Summary of Rights to Purchase Shares, 
in substantially the form of Exhibit B hereto (the "Summary of Rights"), 
by first-class, postage-prepaid mail, to each record holder of Shares of 
the Company as of the Close of Business on the Record Date, at the 
address of such holder shown on the records of the Company.  With 
respect to certificates for Shares of the Company outstanding as of the 
Record Date, until the Distribution Date (or, if earlier, the earlier of 
the Redemption Date or Final Expiration Date), the Rights will be 
evidenced by such certificates registered in the names of the holders 
thereof together with a copy of the Summary of Rights attached thereto.  
Until the Distribution Date (or, if earlier, the earlier of the 
Redemption Date or Final Expiration Date), the surrender for transfer of 
any certificate for Shares of the Company outstanding on the Record 
Date, with or without a copy of the Summary of Rights attached thereto, 
shall also constitute the transfer of the Rights associated with the 
Shares represented thereby.

(c)	Certificates for Shares of the Company which become 
outstanding (including, without limitation, reacquired Shares referred 
to in the last sentence of this paragraph (c)) after the Record Date but 
prior to the earliest of the Distribution Date, the Redemption Date or 
the Final Expiration Date shall have impressed on, printed on, written 
on or otherwise affixed to them the following legend:

This certificate also evidences and entitles the holder hereof 
to certain rights as set forth in a Rights Agreement between 
Green Mountain Power Corporation and ChaseMellon Shareholder 
Services, L.L.C., dated as of June 17, 1998 (the "Rights 
Agreement"), the terms of which are hereby incorporated herein 
by reference and a copy of which is on file at the principal 
executive offices of Green Mountain Power Corporation.  Under 
certain circumstances, as set forth in the Rights Agreement, 
such Rights will be evidenced by separate certificates and 
will no longer be evidenced by this certificate.  Green 
Mountain Power Corporation will mail to the holder of this 
certificate a copy of the Rights Agreement without charge 
after receipt of a written request therefor.  Under certain 
circumstances set forth in the Rights Agreement, Rights issued 
to, or held by, any Person who is, was or becomes an Acquiring 
Person, including Affiliates or Associates thereof (as such 
terms are defined in the Rights Agreement), whether currently 
held by or on behalf of such Person or by any subsequent 
holder, may become null and void.

With respect to such certificates containing the foregoing legend, until 
the Distribution Date, the Rights associated with the Shares represented 
by such certificates shall be evidenced by such certificates alone, and 
the surrender for transfer of any such certificate shall also constitute 
the transfer of the Rights associated with the Shares represented 
thereby.  In the event that the Company purchases or acquires any of its 
Shares after the Record Date but prior to the Distribution Date, any 
Rights associated with such Shares shall be deemed canceled and retired 
so that the Company shall not be entitled to exercise any Rights 
associated with the Shares which are no longer outstanding.

Section 4.  Form of Right Certificates.

(a)  The Right Certificates (and the form of election to 
purchase Shares and the form of assignment to be printed on the reverse 
thereof) shall be substantially the same as Exhibit A hereto and may 
have such marks of identification or designation and such legends, 
summaries or endorsements printed thereon as the Company may deem 
appropriate and as are not inconsistent with the provisions of this 
Agreement, or as may be required to comply with any applicable law or 
with any rule or regulation made pursuant thereto or with any rule or 
regulation of any stock exchange on which the Rights may from time to 
time be listed, or to conform to usage.  Subject to the provisions of 
Section 22 hereof and the other conditions set forth herein, including 
without limitation, the receipt of all governmental consents or 
approvals, if any (including, if required, the Vermont Public Service 
Board), the Right Certificates shall entitle the holders thereof to 
purchase such number of Shares as shall be set forth therein at the 
price per Share set forth therein (the "Purchase Price"), but the number 
of such Shares and the Purchase Price shall be subject to adjustment as 
provided herein.

(b) (1)  Any Right Certificate issued pursuant to Section 3(a) 
or Section 22 hereof that represents Rights beneficially owned by:  (i) 
an Acquiring Person or any Affiliate or Associate of an Acquiring 
Person, (ii) a transferee of an Acquiring Person (or of any such 
Affiliate or Associate) who becomes a transferee after the Acquiring 
Person becomes such, or (iii) a transferee of an Acquiring Person (or of 
any such Affiliate or Associate) who becomes a transferee prior to or 
concurrently with the Acquiring Person becoming such and receives such 
Rights pursuant to either (A) a transfer (whether or not for 
consideration) from the Acquiring Person to holders of equity interests 
in such Acquiring Person or to any Person with whom such Acquiring 
Person has any continuing agreement, arrangement or understanding 
regarding the transferred Rights or (B) a transfer which the Board of 
Directors of the Company has determined is part of a plan, arrangement 
or understanding which has as a primary purpose or effect avoidance of 
Section 7(e) hereof, and (2) any Right Certificate issued pursuant to 
Section 6 or Section 11 hereof upon transfer, exchange, replacement or 
adjustment of any other Right Certificate referred to in this sentence, 
shall contain (to the extent feasible) the following legend:

The Rights represented by this Right Certificate are or were 
beneficially owned by a Person who was or became an Acquiring 
Person or an Affiliate or an Associate of an Acquiring Person 
(as such terms are defined in the Rights Agreement).  
Accordingly, this Right Certificate and the Rights represented 
hereby may become null and void in the circumstances specified 
in Section 7(e) of the Rights Agreement.

Section 5.  Countersignature and Registration.

The Right Certificates shall be executed on behalf of the 
Company by its President, Chief Financial Officer, an Executive Vice 
President or a Senior Vice President, either manually or by facsimile 
signature, shall have affixed thereto the Company's seal or a facsimile 
thereof, and shall be attested by its Secretary or Assistant Secretary, 
either manually or by facsimile signature.  The Right Certificates shall 
be countersigned, either manually or by facsimile signature, by the 
Rights Agent and shall not be valid for any purpose unless 
countersigned.  In case any officer of the Company who shall have signed 
any of the Right Certificates shall cease to be such officer of the 
Company before countersignature by the Rights Agent and issuance and 
delivery by the Company, such Right Certificates, nevertheless, may be 
countersigned by the Rights Agent and issued and delivered by the 
Company with the same force and effect as though the person who signed 
such Right Certificates had not ceased to be such officer of the 
Company; and any Right Certificates may be signed on behalf of the 
Company by any person who, at the actual date of the execution of such 
Right Certificate, shall be a proper officer of the Company to sign such 
Right Certificate, although at the date of the execution of this Rights 
Agreement any such person was not such an officer.
Following the Distribution Date, the Rights Agent will keep or 
cause to be kept, at its designated office, books for registration and 
transfer of the Right Certificates issued hereunder.  Such books shall 
show the names and addresses of the respective holders of the Right 
Certificates, the number of Rights evidenced on its face by each of the 
Right Certificates and the date of each of the Right Certificates.

Section 6.  Transfer, Split Up, Combination and Exchange of Right 
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.

Subject to the provisions of Section 4(b), Section 7(e) and 
Section 14 hereof, at any time after the Close of Business on the 
Distribution Date, and at or prior to the Close of Business on the 
earlier of the Redemption Date or the Final Expiration Date, any Right 
Certificate or Right Certificates may be transferred, split up, combined 
or exchanged for another Right Certificate or Right Certificates, 
entitling the registered holder to purchase a like number of Shares as 
the Right Certificate or Right Certificates surrendered then entitled 
such holder to purchase.  Any registered holder desiring to transfer, 
split up, combine or exchange any Right Certificate or Right 
Certificates shall make such request in writing delivered to the Rights 
Agent, and shall surrender the Right Certificate or Right Certificates 
to be transferred, split up, combined or exchanged at the designated 
office of the Rights Agent, at ChaseMellon Shareholder Services, L.L.C., 
Overpeck Centre, 85 Challenger Road, Ridgefield Park, New Jersey  07660.  
Thereupon the Rights Agent shall countersign and deliver to the person 
entitled thereto a Right Certificate or Right Certificates, as the case 
may be, as so requested.  The Company may require payment of a sum 
sufficient to cover any tax or governmental charge that may be imposed 
in connection with any transfer, split up, combination or exchange of 
Right Certificates.  In no event shall the Rights Agent be responsible 
for the payment of any such tax or charge.

Upon receipt by the Company and the Rights Agent of evidence 
reasonably satisfactory to them of the loss, theft, destruction or 
mutilation of a Right Certificate, and, in case of loss, theft or 
destruction, of indemnity or security reasonably satisfactory to them, 
and, at the Company's request, reimbursement to the Company and the 
Rights Agent of all reasonable expenses incidental thereto, and upon 
surrender to the Rights Agent and cancellation of the Right Certificate 
if mutilated, the Company will make and deliver a new Right Certificate 
of like tenor to the Rights Agent for delivery to the registered holder 
in lieu of the Right Certificate so lost, stolen, destroyed or 
mutilated.

Section 7.  Exercise of Rights; Purchase Price; Expiration Date of 
Rights.

(a)  The registered holder of any Right Certificate may 
exercise, except as such right of exercise may be suspended pursuant to 
Section 9(b) and 11(a)(iii) hereof, the Rights evidenced thereby (except 
as otherwise provided therein) in whole or in part at any time after the 
Distribution Date and after the issuance of such shares shall have 
received all required governmental approvals and consents, including 
that of the Vermont Public Service Board, if any, upon surrender of the 
Right Certificate, with the form of election to purchase on the reverse 
side thereof duly executed, to the Rights Agent at the designated office 
of the Rights Agent, at ChaseMellon Shareholder Services, L.L.C., 
Overpeck Centre, 85 Challenger Road, Ridgefield Park, New Jersey  07660, 
together with payment of the Purchase Price for each Share as to which 
the Rights are exercised, at or prior to the earliest of (i) the close 
of business on June 17, 2008 (the "Final Expiration Date"), (ii) the 
time at which the Rights are redeemed as provided in Section 23 hereof 
(the "Redemption Date") or (iii) the time at which the Rights are 
exchanged as provided in Section 24 hereof.

(b)  Exercise of a Right shall initially be $45.00, shall be 
subject to adjustment from time to time as provided in Sections 11 and 
13 hereof and shall be payable in lawful money of the United States of 
America in accordance with paragraph (c) below.

(c)  Upon receipt of a certificate from an appropriate officer 
of the Company stating that the Company has received all necessary 
regulatory approvals (including, if applicable, the approval or consent 
of the Vermont Public Service Board), upon receipt of a Right 
Certificate representing exercisable Rights, with the form of election 
to purchase duly executed, accompanied by payment of the aggregate 
Purchase Price for the Shares to be purchased and an amount equal to any 
applicable transfer tax required to be paid by the holder of such Right 
Certificate in accordance with Section 9 hereof in cash, or by certified 
check or cashier's check payable to the order of the Company, the Rights 
Agent shall thereupon promptly (i) requisition from any transfer agent 
(or from the Company, if the Company is acting as its own transfer 
agent) the Shares certificates for the number of Shares to be purchased 
and the Company hereby irrevocably authorizes its transfer agent to 
comply with all such requests, (ii) when appropriate, requisition from 
the Company the amount of cash to be paid in lieu of issuance of 
fractional Shares in accordance with Section 14 hereof, (iii) when 
appropriate, requisition from the Company the amount of cash, property 
or securities to be paid in lieu of Shares in accordance with Section 
11(a)(iii) hereof, (iv), after receipt of such certificates, cause the 
same to be delivered to or upon the order of the registered holder of 
such Right Certificate, registered in such name or names as may be 
designated by such holder, and (v) when appropriate, after receipt, 
deliver such cash, property or securities to or upon the order of the 
registered holder of such Right Certificate.  The payment of the 
Purchase Price may be made (x) in cash or by certified bank check or 
bank draft payable to the order of the Company, or (y) by delivery of a 
certificate or certificates (with appropriate stock powers executed in 
blank attached thereto) evidencing a number of Shares of the Company 
equal to the then Purchase Price divided by the closing price (as 
determined pursuant to Section 11(d) hereof) per share of Shares at the 
Close of Business on the Business Day immediately preceding the date of 
such exercise.  In the event that the Company is obligated to issue 
other securities (including Shares) of the Company, pay cash and/or 
distribute other property pursuant to Section 11(a)(iii) hereof, the 
Company will make all arrangements necessary so that such other 
securities, cash and/or other property are available for distribution by 
the Rights Agent, if and when appropriate.

(d) In case the registered holder of any Right Certificate 
shall exercise less than all the Rights evidenced thereby, a new Right 
Certificate evidencing Rights equivalent to the Rights remaining 
unexercised shall be issued by the Rights Agent to the registered holder 
of such Right Certificate or to his duly authorized assigns, subject to 
the provisions of Section 14 hereof.

(e)  Notwithstanding anything in this Agreement to the 
contrary, any Rights that are or were at any time on or after the 
earlier of the Distribution Date and the Shares Acquisition Date (i) 
beneficially owned by an Acquiring Person or an Affiliate or Associate 
of an Acquiring Person, (ii) transferred by an Acquiring Person (or any 
such Affiliate or Associate) after the Acquiring Person becomes such, or 
(iii) transferred by an Acquiring Person (or any such Affiliate or 
Associate) prior to or concurrently with the Acquiring Person becoming 
such and if the transferee receives such Rights pursuant to either (A) a 
transfer (whether or not for consideration) from the Acquiring Person to 
holders of equity interests in such Acquiring Person or to any Person 
with whom the Acquiring Person has any continuing agreement, arrangement 
or understanding regarding the transferred Rights or (B) a transfer 
which the Board of Directors of the Company has determined is part of a 
plan, arrangement or understanding which has as a primary purpose or 
effect the avoidance of this Section 7(e), shall, from and after the 
first occurrence of any event described in Section 11(a)(ii)(A), (B) or 
(C) or the first sentence of Section 13, become null and void without 
any further action and no holder of such Rights shall have any rights 
whatsoever with respect to such Rights, whether under any provision of 
this Agreement or otherwise.  The Company shall use all reasonable 
efforts to ensure that the provisions of this Section 7(e) and Section 
4(b) hereof are complied with, but neither the Company nor the Rights 
Agent shall have any liability to any holder of Right Certificates or 
any other Person as a result of its failure to make any determinations 
with respect to an Acquiring Person or its Affiliates, Associates or 
transferees hereunder.

(f) Notwithstanding anything in this Agreement to the 
contrary, neither the Rights Agent nor the Company shall be obligated to 
undertake any action with respect to a registered holder of a Right 
Certificate upon the occurrence of any purported exercise as set forth 
in this Section 7 unless such registered holder shall have (i) completed 
and signed the certificate contained in the form of election to purchase 
set forth on the reverse side of the Right Certificate surrendered for 
such exercise and (ii) provided such additional evidence of the identity 
of the Beneficial Owner (or former Beneficial Owner) or Affiliates or 
Associates thereof as the Company shall reasonably request.

(g)	Notwithstanding anything in this Agreement to the 
contrary, Rights, including Rights evidenced by certificates for Common 
Stock, shall not at any time be transferable, directly or indirectly, 
(i) to any Person who is an Acquiring Person, or (ii) to any Person in 
connection with a transaction in which such Person becomes an Acquiring 
Person or (iii) to any Affiliate or Associate of a Person referred to in 
either of the foregoing clauses (i) or (ii).  Any attempt to transfer 
Rights in violation of the foregoing provisions shall be null and void 
as of the date of the purported transfer.  Any Right that has been the 
subject of any such purported transfer shall be null and void without 
any further action, and thereafter may not be exercised by any Person 
(including any subsequent transferee) for shares of Common Stock or 
other assets pursuant to any provision hereof and shall no longer confer 
any rights upon any Person.  The Company may require (or cause the 
Rights Agent or any transfer agent of the Company to require) any Person 
who submits a Rights Certificate (or a certificate representing shares 
of Common Stock that evidences, or but for the provisions of this 
Section 7(g), Section 11(a)(ii), Section 13 or Section 24 would evidence 
Rights) for transfer on the registry books or to exercise the Rights 
represented thereby to establish to the reasonable satisfaction of the 
Company that such Rights have not been the subject of any purported 
transfer in violation of the provisions of this Section 7(g).  The 
Company shall use all reasonable efforts to ensure that the provisions 
of this Section 7(g), Section 11(a)(ii), Section 13 and Section 24 are 
complied with, but shall have no liability to any holder of Rights 
Certificates or any other Person as a result of its failure to make any 
determinations with respect to an Acquiring Person or its Affiliate or 
Associate hereunder.

Section 8.  Cancellation of Right Certificates.

All Right Certificates surrendered for the purpose of 
exercise, transfer, split up, combination or exchange shall, if 
surrendered to the Company or to any of its agents, be delivered to the 
Rights Agent for cancellation or in canceled form, or, if surrendered to 
the Rights Agent, shall be canceled by it, and no Right Certificates 
shall be issued in lieu thereof except as expressly permitted by the 
provisions of this Rights Agreement.  The Company shall deliver to the 
Rights Agent for cancellation and retirement, and the Rights Agent shall 
so cancel and retire, any other Right Certificate purchased or acquired 
by the Company otherwise than upon the exercise thereof.  The Rights 
Agent shall deliver all canceled Right Certificates to the Company.

Section 9.  Reservation and Availability of Shares.  

(a)  The Company covenants and agrees that, as soon as 
practicable following the first occurrence of an event referred to in 
Section 11(a)(ii)(A), (B) and (C) and in the first sentence of Section 
13, (i) it will take all such action as may be necessary (except as 
otherwise provided in Section 11(a)(iii) hereof) to cause to be reserved 
and kept available out of its authorized and unissued Shares or any 
Shares held in its treasury, the number of Shares that will be 
sufficient to permit the exercise in full of all outstanding Rights, and 
(ii) it will take all such action as may be necessary to obtain any 
regulatory approvals for the issuance of the Shares including, if 
required, approval from the Vermont Public Service Board.

(b)  The Company shall use its best efforts, as soon as 
practicable following the first occurrence of an event referred to in 
Section 11(a)(ii)(A), (B) and (C) and in the first sentence of Section 
13, to (i) file a registration statement under the Securities Act of 
1933 (the "Act"), with respect to the Rights and the Shares purchasable 
upon exercise of the Rights on an appropriate form, (ii) cause such 
registration statement to become effective as soon as practicable after 
such filing, and (iii) cause such registration statement to remain 
effective (with a prospectus at all times meeting the requirements of 
the Act) until the earlier of the Redemption Date or the Final 
Expiration Date.  The Company will also use its best efforts to take 
such action as may be appropriate under the blue sky laws of the various 
states.  The Company may temporarily suspend, for a period of time not 
to exceed ninety (90) days, the exercisability of the Rights in order to 
prepare and file such registration statement.  Upon any such suspension, 
the Company shall issue a public announcement stating that the 
exercisability of the Rights has been temporarily suspended.

(c)  The Company covenants and agrees that it will take all 
such action as may be necessary to ensure that all Shares delivered upon 
exercise of Rights shall, at the time of delivery of the certificates 
for such Shares (subject to payment of the Purchase Price), be duly and 
validly authorized and issued and fully paid and nonassessable Shares, 
except as otherwise provided in Section 11(a)(iii).

(d)  The Company further covenants and agrees that it will pay 
when due and payable any and all federal and state transfer taxes and 
charges which may be payable in respect of the issuance or delivery of 
the Right Certificates or of any Shares upon the exercise of Rights.  
The Company shall not, however, be required to pay any transfer tax 
which may be payable in respect of any transfer or delivery of Right 
Certificates to a person other than, or the issuance or delivery of 
certificates for the Shares in a name other than that of, the registered 
holder of the Right Certificate surrendered for exercise or to issue or 
to deliver any certificates for Shares upon the exercise of any Rights 
until any such tax shall have been paid (any such tax being payable by 
the holder of such Right Certificate at the time of surrender) or until 
it has been established to the Company's satisfaction that no such tax 
is due.

Section 10.  Record Date for Shares. 

Each person in whose name any certificate for Shares is issued 
upon the exercise of Rights shall for all purposes be deemed to have 
become the holder of record of the Shares represented thereby on, and 
such certificate shall be dated, the date upon which the Right 
Certificate evidencing such Rights was duly surrendered and payment of 
the Purchase Price (and any applicable transfer taxes) was made; 
provided, however, that if the date of such surrender and payment is a 
date upon which the stock transfer books of the Company are closed, such 
person shall be deemed to have become the record holder of such Shares 
on, and such certificate shall be dated, the next succeeding Business 
Day on which the stock transfer books of the Company are open.  Prior to 
the exercise of the Rights evidenced thereby, the holder of a Right 
Certificate shall not be entitled to any rights of a holder of Shares 
for which the Rights shall be exercisable, including, without 
limitation, the right to vote or to receive dividends or other 
distributions, and shall not be entitled to receive any notice of any 
proceedings of the Company, except as provided herein.

Section 11.  Adjustment of Purchase Price, Number of Shares or Number of 
Rights.

The Purchase Price, the number of Shares covered by each Right 
and the number of Rights outstanding are subject to adjustment from time 
to time as provided in this Section 11. 

(a)
(i)  In the event the Company shall at any time after the 
date of this Agreement (A) declare a dividend on the Shares of the 
Company payable in Shares, (B) subdivide its outstanding Shares, 
(C) combine its outstanding Shares into a smaller number of Shares 
or (D) issue any shares of its capital stock in a reclassification 
of the Shares (including any such reclassification in connection 
with a consolidation or merger in which the Company is the 
continuing or surviving corporation), except as otherwise provided 
in this Section 11(a), the Company shall proportionally adjust the 
Purchase Price in effect at the time of the record date for such 
dividend or of the effective date of such subdivision, combination 
or reclassification, and the number and kind of shares of capital 
stock issuable on such date, so that the holder of any Right 
exercised after such time shall be entitled to receive the 
aggregate number and kind of shares of capital stock which, if such 
Right had been exercised immediately prior to such date and at a 
time when the stock transfer books of the Company were open, he 
would have owned upon such exercise and been entitled to receive by 
virtue of such dividend, subdivision, combination or 
reclassification.  If an event occurs which would require an 
adjustment under both Section 11(a)(i) and Section 11(a)(ii), the 
adjustment provided for in this Section 11(a)(i) shall be in 
addition to, and shall be made prior to any adjustment required 
pursuant to, Section 11(a)(ii). 

(ii)  Subject to Section 24 hereof, in the event (A)  any 
Acquiring Person or any Affiliate or Associate of any Acquiring 
Person, at any time after the date of this Agreement, directly or 
indirectly, (1) shall merge into the Company or otherwise combine 
with the Company or any of its Subsidiaries, and the Company or 
such Subsidiary shall be the continuing or surviving corporation of 
such merger or consolidation, and the Shares of the Company shall 
remain outstanding and unchanged, or (2) shall, in one or more 
transactions, transfer any assets to the Company in exchange (in 
whole or in part) for Shares or for securities exercisable for or 
convertible into Shares of the Company or otherwise obtain from the 
Company, with or without consideration, any additional Shares of 
the Company or other securities exercisable for or convertible into 
Shares of the Company (other than as a part of a pro rata 
distribution to all holders of such securities), or (3) shall sell, 
purchase, lease, exchange, acquire, mortgage, pledge, transfer or 
otherwise dispose of (in one transaction or a series of 
transactions), to, from or with the Company or any of the Company's 
Subsidiaries, other than incidental to the lines of business 
currently engaged in as of the date hereof between the Company and 
its Subsidiaries taken as a whole and such Acquiring Person or 
Affiliate or Associate, assets, or an interest therein, having an 
aggregate fair market value of more than $1 million, or (4) shall 
sell, purchase, lease, exchange, mortgage, acquire, pledge, 
transfer or otherwise dispose of (in one transaction or a series of 
transactions), to, from or with the Company or any of the Company's 
Subsidiaries, assets or an interest therein on terms and conditions 
less favorable to the Company than the Company would be able to 
obtain through arm's-length negotiation with an unaffiliated third 
party, or (5) shall receive any compensation from the Company or 
any of the Company's Subsidiaries other than compensation for full-
time employment as a regular employee at rates in accordance with 
the Company's (or its Subsidiaries') past practices, or (6) shall 
receive the benefit, directly or indirectly (except proportionately 
as a shareholder), of any loans, advances, guarantees, pledges or 
other financial assistance or any tax credits or other tax 
advantage provided by the Company or any of its Subsidiaries, or 
(B)  during such time as there is an Acquiring Person, there shall 
be any reclassification of securities (including any reverse stock 
split), or recapitalization of the Company, or any merger or 
consolidation of the Company with any of its Subsidiaries or any 
other transaction or series of transactions (whether or not with or 
into or otherwise involving an Acquiring Person) which has the 
effect, directly or indirectly, of increasing by more than 1% the 
proportionate share of the outstanding shares of any class of 
equity or convertible securities of the Company or any of its 
Subsidiaries which is directly or indirectly owned by any Acquiring 
Person or any Affiliate or Associate of any Acquiring Person, or 
(C) any Person (other than the Company, any Subsidiary of the 
Company, any employee benefit plan of the Company or of any 
Subsidiary of the Company, or any entity or Person organized, 
appointed or established pursuant to the terms of any such plan), 
alone or together with its Affiliates and Associates, shall at any 
time after the date of this Agreement be the Beneficial Owner of 
25% or more of the Shares of the Company then outstanding, other 
than pursuant to any transaction set forth in Section 13 hereof, or 
an acquisition of Shares of the Company pursuant to a tender offer 
or exchange offer for all outstanding Shares of the Company at a 
price and on terms determined by at least a majority of the members 
of the Board of Directors who are not officers of the Company and 
who are not nominees or representatives of, or otherwise affiliated 
with, an Acquiring Person, after receiving advice from one or more 
investment banking firms, to be (a) at a price which is fair to 
stockholders (taking into account all factors which such members of 
the Board deem relevant including, without limitation, prices which 
could reasonably be achieved if the Company or its assets were sold 
on an orderly basis designed to realize maximum value) and (b) 
otherwise in the best interests of the Company, its stockholders 
and the economy of the State of Vermont and the United States of 
America and not adverse to the interests of the Company's 
employees, suppliers, creditors or customers or to that of the 
community or society in general, then, and in each such case, the 
Company shall make proper provision so that each holder of a Right, 
except as provided in Section 7(e) hereof, shall thereafter have 
the right to receive (subject to Section 11(a)(iii) hereof), upon 
exercise thereof at the then current Purchase Price in accordance 
with the terms of this Agreement, such number of Shares of the 
Company as shall equal the result obtained by (x) multiplying the 
then current Purchase Price by the number of Shares and dividing 
that product by (y) 50% of the current per share market price of 
the Shares (determined pursuant to Section 11(d)) on the date of 
the occurrence of any one of the events listed above in this 
subparagraph (ii).

(iii)  In the event that there shall not be sufficient 
authorized but unissued Shares and authorized and issued Shares 
held in the treasury and not reserved for other purposes to permit 
the exercise in full of the Rights in accordance with the foregoing 
subparagraph (ii), the Company shall take all such action as may be 
necessary to authorize additional Shares for issuance upon exercise 
of the Rights including obtaining all regulatory approvals 
(including, if required, that of the Vermont Public Service Board); 
provided, however, that if the Company is unable to, or for any 
reason does not promptly, cause the authorization of a sufficient 
number of additional Shares, or is unable for any reason to issue 
Shares upon the exercise of the Rights, then, in the event the 
Rights become exercisable as provided in Section 7(a), the Company, 
with respect to each Right and to the extent necessary under and 
permitted by applicable law and any agreements or instruments in 
effect on the Distribution Date to which it is a party, shall make 
adequate provision to substitute for that number of the Shares as 
to which additional Shares have not been authorized for issuance or 
as to which it is constrained from issuing:  (A) an amount in cash 
equal to the excess of (1) the product of (x) the number of Shares, 
multiplied by (y) the current market price (determined pursuant to 
Section 11(d)) per Share on the date on which the applicable event 
set forth in Section 11(a)(ii)(A), (B), or (C) occurs (such product 
being hereinafter referred to as the "Current Value"), over (2) the 
Purchase Price, in lieu of issuing Shares and requiring payment 
therefor, (B) debt or equity securities (other than Shares) having 
a value equal to the Current Value, where the value of such 
securities shall be determined by a nationally recognized 
investment banking firm selected by the Board of Directors of the 
Company, and requiring the payment of the Purchase Price, or (C) 
any combination of cash, property, common share equivalents 
(securities having the same value as the Shares) and/or other 
securities having the requisite value pursuant to Section 11 as 
determined by a nationally recognized investment banking firm 
selected by the Board of Directors of the Company and requiring the 
payment of all or any requisite portion of the Purchase Price; 
provided further, however, that if the Company shall not have made 
adequate provision to deliver value pursuant to clause (A), (B) or 
(C) above within 60 days following the date of the occurrence of 
the applicable event listed in Section 11(a)(ii)(A), (B) or (C), 
then the Company, as liquidated damages and in complete 
satisfaction of all claims and liabilities that may arise in favor 
of the holders of the Rights as a result of not having made such 
adequate provision, shall be obligated to deliver cash in 
accordance with clause (A) above.  To the extent that the Company 
determines that some action need be taken pursuant to clause (A), 
(B) or (C) of the first proviso to the first sentence of this 
Section 11(a)(iii), the Company may suspend the exercisability of 
the Rights for a period of up to 60 days following the date of the 
occurrence of the applicable event listed in Section 11(a)(ii)(A), 
(B) or (C), in order to decide the appropriate form of distribution 
to be made pursuant to such first proviso and to determine the 
value thereof.  In the event of any such suspension, the Company 
shall issue a public announcement stating that the exercisability 
of the Rights has been temporarily suspended.

(b)  In case the Company shall fix a record date for the 
issuance of rights, options or warrants to all holders of its Shares 
entitling them (for a period expiring within 45 calendar days after such 
record date) to subscribe for or purchase Shares or securities 
convertible into Shares at a price per Share (or having a conversion 
price per share, if a security convertible into Shares) less than the 
then current per share market price of the Shares of the Company (as 
defined in Section 11(d)) on such record date, the Company shall 
determine the Purchase Price to be in effect after such record date by 
multiplying the Purchase Price in effect immediately prior to such 
record date by a fraction, the numerator of which shall be the number of 
Shares of the Company outstanding on such record date plus the number of 
Shares which the aggregate offering price of the total number of Shares 
so to be offered (and/or the aggregate initial conversion price of the 
convertible securities so to be offered) would purchase at such current 
market price and the denominator of which shall be the number of Shares 
of the Company outstanding on such record date plus the number of 
additional Shares to be offered for subscription or purchase (or into 
which the convertible securities so to be offered are initially 
convertible).  In case such subscription price may be paid in a 
consideration part or all of which shall be in a form other than cash, 
the value of such consideration shall be as determined in good faith by 
the Board of Directors of the Company, whose determination shall be 
described in a statement filed with the Rights Agent.  Shares owned by 
or held for the account of the Company shall not be deemed outstanding 
for the purpose of any such computation.  Such adjustment shall be made 
successively whenever such a record date is fixed; and in the event that 
such rights or warrants are not so issued, the Company shall adjust the 
Purchase Price to be the Purchase Price which would have been in effect 
if such record date had not been fixed.

(c)  In case the Company shall fix a record date for the 
making of a distribution to all holders of its Shares (including any 
such distribution made in connection with a consolidation or merger in 
which the Company is the continuing or surviving corporation) of 
evidences of indebtedness or assets (other than a regular quarterly cash 
dividend in an amount not exceeding 125 percent of the next previous 
regular quarterly cash dividend or a dividend payable in Shares) or 
subscription rights or warrants (excluding those referred to in Section 
11(b)), the Company shall determine the Purchase Price to be in effect 
after such record date be determined by multiplying the Purchase Price 
in effect immediately prior to such record date by a fraction, the 
numerator of which shall be the then current per share market price of 
the Shares of the Company (as defined in Section 11(d)) on such record 
date, less the fair market value (as determined in good faith by the 
Board of Directors of the Company, whose determination shall be 
described in a statement filed with the Rights Agent) of the portion of 
the assets or evidences of indebtedness so to be distributed or of such 
subscription rights or warrants applicable to one Share and the 
denominator of which shall be such current per share market price of the 
Shares.  Such adjustments shall be made successively whenever such a 
record date is fixed; and in the event that such distribution is not so 
made, the Company shall adjust the Purchase Price again to be the 
Purchase Price which would have been in effect if such record date had 
not been fixed.

(d)  For the purpose of any computation hereunder, the 
"current per share market price" of any security (a "Security" for the 
purpose of this Section 11(d)) on any date shall be deemed to be the 
average of the daily closing prices per share of such Security for the 
30 consecutive Trading Days (as such term is hereinafter defined) 
immediately prior to such date; provided, however, that in the event 
that the current per share market price of the Security is determined 
during a period following the announcement by the issuer of such 
Security of (A) a dividend or distribution on such Security payable in 
shares of such Security or securities convertible into such shares, or 
(B) any subdivision, combination or reclassification of such Security 
and prior to the expiration of 30 Trading Days after the ex-dividend 
date for such dividend or distribution, or the record date for such 
subdivision, combination or reclassification, then, and in each such 
case, the Company shall adjust the current per share market price 
appropriately to reflect the current market price per share equivalent 
of such Security.  The closing price for each day shall be the last sale 
price, regular way, or, in case no such sale takes place on such day, 
the average of the closing bid and asked prices, regular way, in either 
case as reported in the principal consolidated transaction reporting 
system with respect to securities listed or admitted to trading on the 
New York Stock Exchange or, if the Security is not listed or admitted to 
trading on the New York Stock Exchange, as reported in the principal 
consolidated transaction reporting system with respect to securities 
listed on the principal national securities exchange on which the 
Security is listed or admitted to trading or, if the Security is not 
listed or admitted to trading on any national securities exchange, the 
last quoted price or, if not so quoted, the average of the high bid and 
low asked prices in the over-the-counter market, as reported by the 
National Association of Securities Dealers, Inc. Automated Quotations 
Systems ("NASDAQ") or such other similar system as may then be in use, 
or, if on any such date the Security is not quoted by any such system, 
the average of the closing bid and asked prices as furnished by a 
professional market maker making a market in the Security selected by 
the Board of Directors of the Company.  If no such market maker is 
making a market in the Security, "current per share market price" shall 
mean the fair value per share as determined in good faith by the Board 
of Directors of the Company.  The term "Trading Day" shall mean a day on 
which the principal national securities exchange on which the Security 
is listed or admitted to trading is open for the transaction of business 
or, if the Security is not listed or admitted to trading on any national 
securities exchange, a Business Day.

(e)  No adjustment in the Purchase Price shall be required 
unless such adjustment would require an increase or decrease of at least 
1% in the Purchase Price; provided, however, that any adjustments which 
by reason of this Section 11(e) are not required to be made shall be 
carried forward and taken into account in any subsequent adjustment.  
All calculations under this Section 11 shall be made to the nearest cent 
or to the nearest one ten-thousand of a Share or any other share or 
security, as the case may be.  Notwithstanding the first sentence of 
this Section 11(e), any adjustment required by this Section 11 shall be 
made no later than the earlier of (i) three years from the date of the 
transaction which requires such adjustment or (ii) the Final Expiration 
Date.

(f)  If, as a result of an adjustment made pursuant to Section 
11(a), the holder of any Right thereafter exercised shall become 
entitled to receive any shares of capital stock of the Company other 
than Shares, thereafter the number of such other shares so receivable 
upon exercise of any Right shall be subject to adjustment from time to 
time in a manner and on terms as nearly equivalent as practicable to the 
provisions with respect to the Shares contained in Section 11(a) through 
(c), (h) and (i), and the provisions of Sections 7, 9, 10, 13 and 14 
with respect to the Shares shall apply on like terms to any such other 
shares.

(g)  All Rights originally issued by the Company subsequent to 
any adjustment made to the Purchase Price hereunder shall evidence the 
right to purchase, at the adjusted Purchase Price, the number of Shares 
or other capital stock or securities purchasable from time to time 
hereunder upon exercise of the Rights, all subject to further adjustment 
as provided herein. 

(h)  Unless the Company shall have exercised its election as 
provided in Section 11(i), upon each adjustment of the Purchase Price as 
a result of the calculations made in Section 11(b) and (c), each Right 
outstanding immediately prior to the making of such adjustment shall 
thereafter evidence the right to purchase, at the adjusted Purchase 
Price, that number of Shares (calculated to the nearest one ten-thousand 
of a Share) obtained by (i) multiplying (x) the number of Shares covered 
by a Right immediately prior to this adjustment by (y) the Purchase 
Price in effect immediately prior to such adjustment of the Purchase 
Price and (ii) dividing the product so obtained by the Purchase Price in 
effect immediately after such adjustment of the Purchase Price.

(i)  The Company may elect on or after the date of any 
adjustment of the Purchase Price to adjust the number of Rights, in 
substitution for any adjustment in the number of Shares purchasable upon 
the exercise of a Right.  Each of the Rights outstanding after such 
adjustment of the number of Rights shall be exercisable for the number 
of Shares for which a Right was exercisable immediately prior to such 
adjustment.  Each Right held of record prior to such adjustment of the 
number of Rights shall become that number of Rights (calculated to the 
nearest one ten-thousand) obtained by dividing the Purchase Price in 
effect immediately prior to adjustment of the Purchase Price by the 
Purchase Price.  The Company shall make a public announcement of its 
election to adjust the number of Rights indicating the record date for 
the adjustment, and, if known at the time, the amount of the adjustment 
to be made.  Such record date may be the date on which the Purchase 
Price is adjusted or any day thereafter, but if the Right Certificates 
have been issued, shall be at least 10 days later than the date of the 
public announcement.  If Right Certificates have been issued, upon each 
adjustment of the number of Rights pursuant to this Section 11(i), the 
Company shall, as promptly as practicable, cause to be distributed to 
holders of record of Right Certificates on such record date Right 
Certificates evidencing, subject to Section 14 hereof, the additional 
Rights to which such holders shall be entitled as a result of such 
adjustment, or, at the option of the Company, shall cause to be 
distributed to such holders of record in substitution and replacement 
for the Right Certificates held by such holders prior to the date of 
adjustment, and upon surrender thereof, if required by the Company, new 
Right Certificates evidencing all the Rights to which such holders shall 
be entitled after such adjustment.  Right Certificates so to be 
distributed shall be issued, executed and countersigned in the manner 
provided for herein and shall be registered in the names of the holders 
of record of Right Certificates on the record specified in the public 
announcement.

(j)  Irrespective of any adjustment or change in the Purchase 
Price or the number of Shares issuable upon the exercise of the Rights, 
the Right Certificates theretofore and thereafter issued may continue to 
express the Purchase Price and the number of Shares which were expressed 
in the initial Right Certificates issued hereunder.

(k)  Before taking any action that would cause an adjustment 
reducing the Purchase Price below the then par value, if any, of the 
Shares issuable upon exercise of the Rights, the Company shall take any 
corporate action which may, in the opinion of its counsel, be necessary 
in order that the Company may validly and legally issue fully paid and 
nonassessable Shares at such adjusted Purchase Price.

(l)  In any case in which this Section 11 shall require that 
an adjustment in the Purchase Price be made effective as of a record 
date for a specified event, the Company may elect to defer until the 
occurrence of such event the issuing to the holder of any Right 
exercised after such record date of the Shares and other capital stock 
or securities of the Company, if any, issuable upon such exercise over 
and above the Shares and other capital stock or securities of the 
Company, if any, issuable upon such exercise on the basis of the 
Purchase Price in effect prior to such adjustment; provided, however, 
that the Company shall deliver to such holder a due bill or other 
appropriate instrument evidencing such holder's right to receive such 
additional Shares or other capital stock or securities upon the 
occurrence of the event requiring such adjustment.

(m)  Anything in this Section 11 to the contrary 
notwithstanding, the Company shall be entitled to make such reductions 
in the Purchase Price, in addition to those adjustments expressly 
required by this Section 11, as and to the extent that it in its sole 
discretion shall determine to be advisable in order that any 
consolidation or subdivision of the Shares, issuance wholly for cash of 
any Shares at less than the current market price, issuance wholly for 
cash of Shares or securities which by their terms are convertible into 
or exchangeable for Shares, dividends on Shares payable in Shares or 
issuance of rights, options or warrants referred to hereinabove in 
Section 11(b), hereafter made by the Company to holders of its Shares 
shall not be taxable to such holders.

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.

Whenever an adjustment is made as provided in Section 11 and 
13 hereof, the Company shall promptly (a) prepare a certificate setting 
forth such adjustment, and a brief statement of the facts accounting for 
such adjustment, (b) file with the Rights Agent and with each transfer 
agent for the Shares a copy of such certificate and (c) mail a brief 
summary thereof to each holder of a Right Certificate (or, if prior to 
the Distribution Date, to each holder of Shares of the Company) in 
accordance with Section 26 hereof.  The Rights Agent shall be fully 
protected in relying on any certificate prepared by Company pursuant to 
Sections 11, 12 and 13 hereof and on any adjustment described therein.

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or 
Earning Power.

In the event, following the Shares Acquisition Date, directly 
or indirectly, (a) the Company shall consolidate with, or merge with and 
into, any other Person, (b) any Person shall consolidate with the 
Company, or merge with and into the Company and the Company shall be the 
continuing or surviving corporation of such merger and, in connection 
with such merger, all or part of the Shares shall be changed into or 
exchanged for stock or other securities of any other Person (or the 
Company) or cash or any other property, or (c) the Company shall sell or 
otherwise transfer (or one or more of its Subsidiaries shall sell or 
otherwise transfer), in one or more transactions, assets or earning 
power aggregating 50% or more of the assets or earning power of the 
Company and its Subsidiaries (taken as a whole) to any other Person 
other than the Company or one or more of its wholly owned Subsidiaries, 
then, and in each such case, the Company or such other Person, as the 
case may be, shall make proper provision so that (i) each holder of a 
Right (except as otherwise provided herein) shall thereafter have the 
right to receive, upon the exercise thereof in accordance with the terms 
of this Agreement, such number of Shares of such other Person (including 
the Company as successor thereto or as the surviving corporation) as 
shall be equal to the result obtained by (x) multiplying the then 
current Purchase Price by the number of Shares of the Company for which 
a Right is then exercisable and dividing that product by (y) 50% of the 
then current per share market price of the Shares of such other Person 
(determined pursuant to Section 11(d)) on the date of consummation of 
such consolidation, merger, sale or transfer (such number of shares to 
be appropriately adjusted in a manner analogous to the applicable 
adjustment to the Purchase Price provided for in Section 11 in the event 
that during the two-year period after such date of consummation or 
occurrence an event of a type analogous to any of the events described 
in Section 11 hereof shall have occurred with respect to such Shares); 
(ii) the issuer of such Shares shall thereafter be liable for, and shall 
assume, by virtue of such consolidation, merger, sale or transfer, all 
the obligations and duties of the Company pursuant to this Agreement; 
(iii) the term "Company" shall thereafter be deemed to refer to such 
issuer; and (iv) such issuer shall take such steps (including, but not 
limited to, the reservation of a sufficient number of its Shares in 
accordance with Section 9 hereof) in connection with such consummation 
as may be necessary to assure that the provisions hereof shall 
thereafter be applicable, as nearly as reasonably may be, in relation to 
the Shares thereafter deliverable upon the exercise of the Rights.  The 
Company shall not enter into any transaction of the kind referred to in 
this Section 13 if at the time of such transaction there are any rights, 
warrants, instruments or securities outstanding or any agreements or 
arrangements which, as a result of the consummation of such transaction, 
would eliminate or substantially diminish the benefits intended to be 
afforded by the Rights.  The Company shall not consummate any such 
consolidation, merger, sale or transfer unless prior thereto the Company 
and such issuer shall have executed and delivered to the Rights Agent a 
supplemental agreement providing that the requirements of this Section 
13 shall be promptly performed in accordance with their terms and that 
such consolidation, merger, sale or transfer shall not result in a 
default by the Company or such issuer under this Rights Agreement as the 
same shall have been assumed by such issuer pursuant to this Section 13.  
The provisions of this Section 13 shall similarly apply to successive 
mergers or consolidations or sales or other transfers.

Section 14.  Fractional Rights and Fractional Shares. 

(a)  The Company shall not be required to issue fractions of 
Rights or to distribute Right Certificates which evidence fractional 
Rights.  In lieu of such fractional Rights, there shall be paid to the 
registered holders of the Right Certificates with regard to which such 
fractional Rights would otherwise be issuable, an amount in cash equal 
to the same fraction of the current market value of a whole Right.  For 
the purposes of this Section 14(a), the current market value of a whole 
Right shall be the closing price of the Rights for the Trading Day 
immediately prior to the date on which such fractional Rights would have 
been otherwise issuable.  The closing price for any day shall be the 
last sale price, regular way, or, in case no such sale takes place on 
such day, the average of the closing bid and asked prices, regular way, 
in either case as reported in the principal consolidated transaction 
reporting system with respect to securities listed or admitted to 
trading on the New York Stock Exchange or, if the Rights are not listed 
or admitted to trading on the New York Stock Exchange, as reported in 
the principal consolidated transaction reporting system with respect to 
securities listed on the principal national securities exchange on which 
the Rights are listed or admitted to trading or, if the Rights are not 
listed or admitted to trading on any national securities exchange, the 
last quoted price or, if not so quoted, the average of the high bid and 
low asked prices in the over-the- counter market, as reported by NASDAQ 
or such other similar system as may then be in use or, if on any such 
date the Rights are not quoted by any such organization, the average of 
the closing bid and asked prices as furnished by a professional market 
maker making a market in the Rights selected by the Board of Directors 
of the Company.  If on any such date no such market maker is making a 
market in the Rights the fair value of the Rights on such date as 
determined in good faith by the Board of Directors of the Company shall 
be used.

(b)  The Company shall not be required to issue fractions of 
Shares upon exercise of the Rights or to distribute certificates which 
evidence fractional Shares.  In lieu of fractional Shares, the Company 
shall pay to the registered holders of Right Certificates at the time 
such Rights are exercised as herein provided an amount in cash equal to 
the same fraction of the current market value of one Share.  For 
purposes of this Section 14(b), the current market value of a Share 
shall be the closing price of a Share (as determined pursuant to the 
second sentence of Section 11(d) hereof) for the Trading Day immediately 
prior to the date of such exercise.

(c)  The holder of a Right by the acceptance of the Right 
expressly waives his right to receive any fractional Rights or any 
fractional Shares upon exercise of a Right.

Section 15.  Rights of Action.

All rights of action in respect of this Agreement, excepting 
the rights of action given to the Rights Agent under Section 18 hereof, 
are vested in the respective registered holders of the Right 
Certificates (and, prior to the Distribution Date, the registered 
holders of the Shares of the Company); and any registered holder of any 
Right Certificate (or, prior to the Distribution Date, of the Shares of 
the Company), without the consent of the Rights Agent or of the holder 
of any other Right Certificate (or, prior to the Distribution Date, of 
the Shares of the Company), may, in his own behalf and for his own 
benefit, enforce, institute and maintain any suit, action or proceeding 
against the Company to enforce, or otherwise act in respect of, his 
right to exercise the Rights evidenced by such Right Certificate in the 
manner provided in such Right Certificate and in this Agreement.  
Without limiting the foregoing or any remedies available to the holders 
of Rights, it is specifically acknowledged that the holders of Rights 
would not have an adequate remedy at law for any breach of this 
Agreement and will be entitled to specific performance of, and 
injunctive relief against actual or threatened violations of, the 
obligations of any Person subject to this Agreement.

Section 16.  Agreement of Right Holders.

Every holder of a Right, by accepting the same, consents and 
agrees with the Company and the Rights Agent and with every other holder 
of a Right that:

(a)  prior to the Distribution Date, the Rights will be 
transferable only in connection with the transfer of the Shares; 

(b)  after the Distribution Date, the Right Certificates will 
be transferable only on the registry books of the Rights Agent if 
surrendered at the designated office of the Rights Agent, duly endorsed 
or accompanied by a proper instrument of transfer;

(c)  the Company and the Rights Agent may deem and treat the 
person in whose name the Right Certificate (or, prior to the 
Distribution Date, the associated Shares certificate) is registered as 
the absolute owner thereof and of the Rights evidenced thereby 
(notwithstanding any notations of ownership or writing on the Right 
Certificates or the associated Shares certificate made by anyone other 
than the Company or the Rights Agent) for all purposes whatsoever, and 
neither the Company nor the Rights Agent shall be affected by any notice 
to the contrary; and

(d)  notwithstanding anything in this Rights Agreement to the 
contrary, neither the Company nor the Rights Agent shall have any 
liability to any holder of a Right or to any other Person as a result of 
its inability to perform any of its obligations under this Rights 
Agreement by reason of any preliminary or permanent injunction or by 
other order, decree or ruling issued by a court of competent 
jurisdiction or by a governmental, regulatory or administrative agency 
or commission, or any statute, rule, regulation or executive order 
promulgated or enacted by any governmental authority prohibiting or 
otherwise restraining performance of such obligation.

Section 17.  Right Certificate Holder Not Deemed a Shareholder. 

No holder, as such, of any Right Certificate shall be entitled 
to vote, receive dividends or be deemed for any purpose the holder of 
the Shares or any other securities of the Company which may at any time 
be issuable on the exercise of the Rights represented thereby, nor shall 
anything contained herein or in any Right Certificate be construed to 
confer upon the holder of any Right Certificate, as such, any of the 
rights of a shareholder of the Company or any right to vote for the 
election of directors or upon any matter submitted to shareholders at 
any meeting thereof, or to give or withhold consent to any corporate 
action, or to receive notice of meetings or other actions affecting 
shareholders (except as provided in Section 25 hereof), or to receive 
dividends or subscription rights, or otherwise, until the Right or 
Rights evidenced by such Right Certificate shall have been exercised in 
accordance with the provisions hereof.

Section 18.  Concerning the Rights Agent. 

The Company agrees to pay to the Rights Agent such 
compensation as shall be agreed in writing between the Company and the 
Rights Agent for all services rendered by it hereunder and, from time to 
time, on demand of the Rights Agent, its reasonable expenses, counsel 
fees and disbursements and other disbursements incurred in the 
administration and execution of this Agreement and the exercise and 
performance of its duties hereunder.  The Company shall indemnify the 
Rights Agent for, and hold it harmless against, any loss, liability, 
claim or expense ("Loss") arising out of or in connection with its 
duties under this Agreement, including the costs and expenses of 
defending itself against any Loss, unless such Loss shall have been 
determined by a court of competent jurisdiction to be a result of the 
Rights Agent's gross negligence, bad faith or willful misconduct.

The obligations of the Company under this section shall 
survive the termination of this Agreement.

The Rights Agent shall be protected and shall incur no 
liability for, or in respect of any action taken, suffered or omitted by 
it in connection with, its administration of this Agreement in reliance 
upon any Right Certificate or certificate for the Shares of the Company 
or for other securities of the Company, instrument of assignment or 
transfer, power of attorney, endorsement, affidavit, letter, notice, 
direction, consent, certificate, statement, or other paper or document 
believed by it to be genuine and to be signed, executed and, where 
necessary, verified or acknowledged, by the proper person or persons, or 
otherwise upon the advice of counsel as set forth in Section 20 hereof.

The Rights Agent undertakes to perform such duties and only 
such duties as are specifically set forth in this Rights Agreement, and 
no implied covenants or obligations shall be read into this Rights 
Agreement against the Rights Agent.

The provisions of this Section shall survive the termination 
of this Agreement.

Section 19.  Merger or Consolidation or Change of Name of Rights Agent.  

Any corporation into which the Rights Agent or any successor 
Rights Agent may be merged or with which it may be consolidated, or any 
corporation resulting from any merger or consolidation to which the 
Rights Agent or any successor Rights Agent shall be a party, or any 
corporation succeeding to all or substantially all the corporate trust 
business of the Rights Agent or any successor Rights Agent, shall be the 
successor to the Rights Agent under this Agreement without the execution 
or filing of any paper or any further act on the part of any of the 
parties hereto, provided that such corporation would be eligible for 
appointment as a successor Rights Agent under the provisions of Section 
21 hereof.  In case at the time such successor Rights Agent shall 
succeed to the agency created by this Agreement, any of the Right 
Certificates shall have been countersigned but not delivered, any such 
successor Rights Agent may adopt the counter-signature of the 
predecessor Rights Agent and deliver such Right Certificates so 
countersigned; and in case at that time any of the Right Certificates 
shall not have been countersigned, any successor Rights Agent may 
countersign such Right Certificates either in the name of the 
predecessor Rights Agent or in the name of the successor Rights Agent; 
and in all such cases such Right Certificates shall have the full force 
provided in the Right Certificates and in this Agreement.

In case at any time the name of the Rights Agent shall be 
changed and at such time any of the Right Certificates shall have been 
countersigned but not delivered, the Rights Agent may adopt the 
countersignature under its prior name and deliver Right Certificates so 
countersigned; and in case at that time any of the Right Certificates 
shall not have been countersigned, the Rights Agent may countersign such 
Right Certificates either in its prior name or in its changed name; and 
in all such cases such Right Certificates shall have the full force 
provided in the Right Certificates and in this Agreement.

Section 20.  Duties of Rights Agent. 

The Rights Agent undertakes the duties and obligations imposed 
by this Agreement upon the following terms and conditions, by all of 
which the Company and the holders of Right Certificates, by their 
acceptance thereof, shall be bound:

(a)  The Rights Agent may consult with legal counsel of its 
selection (who may be legal counsel for the Company), and the opinion of 
such counsel shall be full and complete authorization and protection to 
the Rights Agent as to any action taken or omitted by it in good faith 
and in accordance with such opinion. 

(b)  Whenever in the performance of its duties under this 
Agreement the Rights Agent shall deem it necessary or desirable that any 
fact or matter be proved or established by the Company prior to taking 
or suffering any action hereunder, including, without limitation, any 
calculations required to be made hereunder, such fact or matter (unless 
other evidence in respect thereof be herein specifically prescribed) may 
be deemed to be conclusively proved and established by a certificate 
signed by any one of the President, the Executive Vice President, any 
Senior Vice President, any Vice President, the Treasurer or the 
Secretary of the Company and delivered to the Rights Agent; and such 
certificate shall be full authorization to the Rights Agent for any 
action taken or suffered in good faith by it under the provisions of 
this Agreement in reliance upon such certificate. 

(c)  The Rights Agent shall be liable hereunder to the Company 
and any other Person only for its own gross negligence, bad faith or 
willful misconduct.  In no case will the Rights Agent be liable for 
special, indirect, incidental or consequential loss or damages of any 
kind whatsoever (including but not limited to lost profits), even if the 
Rights Agent has been advised of the possibility of such damages.  Any 
liability of the Rights Agent will be limited to the amount of fees paid 
by the Company hereunder.

(d)  The Rights Agent shall not be liable for or by reason of 
any of the statements of fact or recitals contained in this Agreement or 
in the Right Certificates or be required to verify the same, but all 
such statements and recitals are and shall be deemed to have been made 
by the Company only.

(e)  The Rights Agent shall not be under any responsibility in 
respect of the validity of this Agreement or the execution and delivery 
hereof (except the due execution hereof by the Rights Agent) or in 
respect of the validity or execution of any Right Certificate (except 
its countersignature thereof); nor shall it be responsible for any 
breach by the Company of any covenant or condition contained in this 
Agreement or in any Right Certificate; nor shall it be responsible for 
any change in the exercisability of the Rights or any adjustment in the 
terms of the Rights (including the manner, method or amount thereof) 
provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of the 
existence of facts that would require any such change or adjustment 
(except with respect to the exercise of Rights evidenced by Right 
Certificates after receipt of written notice from the Company that such 
change or adjustment is required); nor shall it by any act hereunder be 
deemed to make any representation or warranty as to the authorization or 
reservation of any Shares to be issued pursuant to this Agreement or any 
Right Certificate or as to whether any Shares will, when issued, be 
validly authorized and issued, fully paid and nonassessable. 

(f)  The Company agrees that it will perform, execute, 
acknowledge and deliver or cause to be performed, executed, acknowledged 
and delivered all such further and other acts, instrument and assurances 
as may reasonably be required by the Rights Agent for the carrying out 
or performing by the Rights Agent of the provisions of this Agreement.

(g)  The Rights Agent is hereby authorized and directed to 
accept instructions with respect to the performance of its duties 
hereunder from any one of the Chairman of the Board, the President, any 
Executive Vice President, any Senior Vice President, any Vice President, 
the Secretary or the Treasurer of the Company, and to apply to such 
officers for advice or instructions in connection with its duties, and 
it shall not be liable for any action taken or suffered by it in good 
faith in accordance with instructions of any such officer or for any 
delay in acting while waiting for those instructions.

(h)  The Rights Agent and any shareholder, director, officer 
or employee of the Rights Agent may buy, sell or deal in any of the 
Rights or other securities of the Company or become pecuniarily 
interested in any transaction in which the Company may be interested, or 
contract with or lend money to the Company or otherwise act as fully and 
freely as though it were not Rights Agent under this Agreement.  Nothing 
herein shall preclude the Rights Agent from acting in any other capacity 
for the Company or for any other Person.

(i)  The Rights Agent may execute and exercise any of the 
rights or powers hereby vested in it or perform any duty hereunder 
either itself or by or through its attorneys or agents, and the Rights 
Agent shall not be answerable or accountable for any act, default, 
neglect or misconduct of any such attorneys or agents or for any loss to 
the Company resulting from any such act, default, neglect or misconduct, 
provided reasonable care was exercised in the selection of such attorney 
or agent.

(j)  If, with respect to any Right Certificate surrendered to 
the Rights Agent for exercise or transfer, the certificate contained in 
the form of assignment or the form of election to purchase set forth on 
the reverse thereof, as the case may be, has either not been completed 
or indicates an affirmative response to clause 1 or 2 thereof, the 
Rights Agent shall not take any further action with respect to such 
requested exercise of transfer without first consulting with the 
Company.

(k)  No provisions of this Agreement shall require the Rights 
Agent to expend or risk its own funds or otherwise incur any financial 
liability in the performance of any of its duties hereunder or in the 
exercise of its rights if there shall be reasonable grounds for 
believing that repayment of such funds or adequate indemnification 
against such risk or liability is not reasonably assured to it.

Section 21.  Change of Rights Agent. 

The Rights Agent or any successor Rights Agent may resign and 
be discharged from its duties under this Agreement upon 30 days' notice 
in writing mailed to the Company and to each transfer agent of the 
Shares by registered or certified mail. The Company may remove the 
Rights Agent or any successor Rights Agent upon 30 days notice in 
writing, mailed to the Rights Agent or successor Rights Agent, as the 
case may be, and to each transfer agent of the Shares by registered or 
certified mail.  If the Rights Agent shall resign or be removed or shall 
otherwise become incapable of acting, the Company shall appoint a 
successor to the Rights Agent.  If the Company shall fail to make such 
appointment within a period of 30 days after giving notice of such 
removal or after it has been notified in writing of such resignation or 
incapacity by the resigning or incapacitated Rights Agent or by the 
holder of a Right Certificate (who shall, with such notice, submit his 
Right Certificate for inspection by the Company), then the Rights Agent 
or registered holder of any Right Certificate may apply to any court of 
competent jurisdiction for the appointment of a new Rights Agent.  Any 
successor Rights Agent, whether appointed by the Company or by such a 
court, shall be (a) a corporation, organized and doing business under 
the law of the United States or of any state of the United States, in 
good standing, having an office in the State of New York, which is 
authorized under such laws to exercise corporate trust powers and is 
subject to supervision or examination by federal or state authority and 
which has at the time of its appointment as Rights Agent a combined 
capital and surplus of at least $50 million or (b) an Affiliate 
controlled by a corporation described in clause (a) of this sentence.  
After appointment, the successor Rights Agent shall be vested with the 
same powers, rights, duties and responsibilities as if it had been 
originally named as Rights Agent without further act or deed; but the 
predecessor Rights Agent shall deliver and transfer to the successor 
Rights Agent any property at the time held by it hereunder, and execute 
and deliver any further assurance, conveyance, act or deed necessary for 
the purpose.  Not later than the effective date of any such appointment 
the Company shall file notice thereof in writing with the predecessor 
Rights Agent and each transfer agent of the Shares, and mail a notice 
thereof in writing to the registered holders of the Right Certificates.  
Failure to give any notice provided for in this Section 21, however, or 
any defect therein, shall not affect the legality or validity of the 
resignation or removal of the Rights Agent or the appointment of the 
successor Rights Agent, as the case may be.

Section 22.  Issuance of New Right Certificates. 

Notwithstanding any of the provisions of this Agreement or of 
the Rights to the contrary, the Company may, at its option, issue new 
Right Certificates evidencing Rights in such forms may be approved by 
its Board of Directors to reflect any adjustment or change in the 
Purchase Price and the number or kind or class of shares or other 
securities or property purchasable under the Right Certificates made in 
accordance with the provisions of this Agreement.

Section 23.  Redemption.  

(a)  The Board of Directors of the Company may, at its option, 
at any time prior to 5:00 P.M., South Burlington, Vermont time, on the 
earlier of (i) the Close of Business on the tenth day following the 
Shares Acquisition Date (or such later date as the Board of Directors 
then in office may determine), or (ii) the Final Expiration Date, redeem 
all but not less than all of the then outstanding Rights at a redemption 
price of $.001 per Right, as such amount may be appropriately adjusted 
to reflect any stock split, stock dividend or similar transaction 
occurring after the date hereof (such redemption price being hereinafter 
referred to as the "Redemption Price"); provided, however, that if, 
following the occurrence of a Shares Acquisition Date and following the 
expiration of the right of redemption hereunder but prior to any event 
referred to in Section 11(a)(ii)(A), (B) or (C) or in the first sentence 
of Section 13, each of the following shall have occurred and remain in 
effect:  (i) a Person who is an Acquiring Person shall have transferred 
or otherwise disposed of a number of Shares in a transaction, or series 
of transactions, which did not result in the occurrence of an event 
referred to in Section 11(a)(ii)(A), (B) or (C) or in the first sentence 
of Section 13, such that such Person is thereafter a Beneficial Owner of 
less than 15% of the Shares, (ii) there are no other Persons, 
immediately following the occurrence of the event described in clause 
(i), who are Acquiring Persons, and (iii) the transfer or other 
disposition described in clause (i) above was other than pursuant to a 
transaction, or series of transactions, which directly or indirectly 
involved the Company or any of its Subsidiaries; then the right of 
redemption shall be reinstated and thereafter be subject to the 
provisions of this Section 23.  Notwithstanding anything contained in 
this Agreement to the contrary, the Rights shall not be exercisable 
pursuant to Section 11(a)(ii) prior to the expiration of the Company's 
right of redemption hereunder.  In calculating the Redemption Price 
payable to any particular holder of the Rights being redeemed, the 
Company shall round the total amount payable to such holder pursuant to 
the provisions of the first sentence of this Section 23(a) up to the 
nearest $.01.  Anything to the contrary herein contained 
notwithstanding, no payment shall be made to any holder of Rights being 
redeemed if such payment would be less than $1.00 unless such holder 
expressly requests such payment.  The failure to make any such payment 
of less than $1.00 in the absence of a request therefor shall not affect 
the redemption of the Rights involved.

(b)  Immediately upon the action of the Board of Directors of 
the Company ordering the redemption of the Rights, and without any 
further action and without any notice, the right to exercise the Rights 
will terminate and the only right thereafter of the holders of Rights 
shall be to receive the Redemption Price.  Within 10 days after the 
action of the Board of Directors ordering the redemption of the Rights, 
the Company shall give notice of such redemption to the holders of the 
then outstanding Rights by mailing such notice to all such holders at 
their last addresses as they appear upon the registry books of the 
Rights Agent or, prior to the Distribution Date, on the registry books 
of the transfer agent for the Shares.  Any notice which is mailed in the 
manner herein provided shall be deemed given, whether or not the holder 
receives the notice.  Each such notice of redemption will state the 
method by which the payment of the Redemption Price will be made.  
Neither the Company nor any of its Affiliates or Associates may redeem, 
acquire or purchase for value any Rights at any time in any manner other 
than that specifically set forth in this Section 23 or in Section 24, 
and other than in connection with the purchase of Shares prior to the 
Distribution Date.

Section 24.  Exchange.  

(a)  The Board of Directors of the Company may, at its option, 
at any time after any Person becomes an Acquiring Person, exchange all 
or part of the then outstanding and exercisable Rights (which shall not 
include Rights that have become void pursuant to the provisions of 
Section 7(e) hereof) for Shares at an exchange ratio of one Share per 
Right, appropriately adjusted to reflect any stock split, stock dividend 
or similar transaction occurring after the date hereof (such exchange 
ratio being hereinafter referred to as the "Exchange Ratio").  
Notwithstanding the foregoing, the Board of Directors shall not be 
empowered to effect such exchange at any time after any Person (other 
than the Company, any Subsidiary of the Company, any employee benefit 
plan of the Company or any such Subsidiary, or any entity holding Shares 
for or pursuant to the terms of any such plan), together with all 
Affiliates and Associates of such person, becomes the Beneficial Owner 
of 50% or more of the Shares then outstanding.

(b)  Immediately upon the action of the Board of Directors of 
the Company ordering the exchange of any Rights pursuant to subsection 
(a) of this Section 24 and without any further action and without any 
notice, the right to exercise such Rights shall terminate and the only 
right thereafter of a holder of such Rights shall be to receive that 
number of Shares equal to the number of such Rights held by such holder 
multiplied by the Exchange Ratio.  The Company shall promptly give 
public notice of such exchange; provided, however, that the failure to 
give, or any defect in, such notice shall not affect the validity of 
such exchange.  The Company promptly shall mail a notice of any such 
exchange to all of the holders of such Rights at their last addresses as 
they appear upon the registry books of the Rights Agent or prior to the 
Distribution Date on the registry books of the transfer agent for the 
Shares.  Any notice which is mailed in the manner herein provided shall 
be deemed given, whether or not the holder receives the notice.  Each 
such notice of exchange will state the method by which the exchange of 
the Shares for Rights will be effected and, in the event of any partial 
exchange, the number of Rights which will be exchanged.  Any partial 
exchange shall be effected pro rata based on the number of Rights (other 
than Rights which have become void pursuant to the provisions of Section 
7(e) hereof) held by each holder of Rights.

(c)  In the event that there shall not be sufficient Shares 
issued but not outstanding or authorized but unissued to permit any 
exchange of Rights as contemplated in accordance with this Section 24, 
the Company shall use its best efforts to take all such action as may be 
necessary to authorize additional Shares for issuance upon exchange of 
the Rights.

(d)  The Company shall not be required to issue fractions of 
Shares or to distribute certificates which evidence fractional Shares.  
In lieu of such fractional Shares, the Company shall pay to the 
registered holders of the Right Certificates, with regard to which such 
fractional Shares would otherwise be issuable, an amount in cash equal 
to the same fraction of the current market value of a whole Share.  For 
the purposes of this subsection (e), the current market value of a whole 
Share shall be the closing price of a Share (as determined pursuant to 
the second sentence of Section 11(d) hereof) for the Trading Day 
immediately prior to the date of exchange pursuant to this Section 24.

Section 25.  Notice of Certain Events. 

In case the Company shall propose (a) to pay any dividend 
payable in stock of any class to the holders of the Shares or to make 
any other distribution to the holders of the Shares (other than a 
regular quarterly cash dividend in an amount not exceeding 125 percent 
of the next previous regular quarterly cash dividend) or (b) to offer to 
the holders of the Shares rights or warrants to subscribe for or to 
purchase any additional Shares or shares of stock of any class or any 
other securities, rights or options, or (c) to effect any 
reclassification of the Shares (other than a reclassification involving 
only the subdivision of outstanding Shares), or (d) to effect any 
consolidation or merger into or with, or to effect any sale or other 
transfer (or to permit one or more of its Subsidiaries to effect any 
sale or other transfer), in one or more transactions, of 50% or more of 
the assets or earning power of the Company and its Subsidiaries (taken 
as a whole) to, any other Person or (e) to effect the liquidation, 
dissolution or winding up of the Company, then, in each such case, the 
Company shall give to each holder of a Right Certificate, in accordance 
with Section 26 hereof, a notice of such proposed action, which shall 
specify the record date for the purposes of such stock dividend, or 
distribution of rights or warrants, or the date on which such 
reclassification, consolidation, merger, sale, transfer, liquidation, 
dissolution, or winding up is to take place and the date of 
participation therein by the holders of the Shares, if any such date is 
to be fixed, and such notice shall be so given in the case of any action 
covered by clause (a) or (b) above at least 20 days prior to the record 
date for determining holders of the Shares for purposes of such action, 
and in the case of any such other action, at least 20 days prior to the 
date of the taking of such proposed action or the date of participation 
therein by the holders of the Shares, whichever shall be the earlier.

Section 26.  Notices. 

Notices or demands authorized by this Agreement to be given or 
made by the Rights Agent or by the holder of any Right Certificate to or 
on the Company shall be sufficiently given or made if sent by first-
class mail, postage prepaid, addressed (until another address is filed 
in writing with the Rights Agent) as follows:

             Green Mountain Power Corporation
             25 Green Mountain Drive
             South Burlington, Vermont  05403
             Attention: Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or 
demand authorized by this Agreement to be given or made by the Company 
or by the holder of any Right Certificate to or on the Rights Agent 
shall be sufficiently given or made if sent by first-class mail, postage 
prepaid, addressed (until another address is filed in writing with the 
Company) as follows:

            ChaseMellon Shareholder Services, L.L.C.
            Overpeck Centre
            85 Challenger Road
            Ridgefield Park, New Jersey  07660

Notices or demands authorized by this Agreement to be given or 
made by the Company or the Rights Agent to the holder of any Right 
Certificate shall be sufficiently given or made if sent by first-class 
mail, postage prepaid, addressed to such holder at the address of such 
holder as shown on the registry books of the Company.

Section 27.  Supplements and Amendments. 

The Company and the Rights Agent may from time to time 
supplement or amend this Agreement without the approval of any holders 
of Shares or Right Certificates in order to cure any ambiguity, to 
correct or supplement any provision contained herein which may be 
defective or inconsistent with any other provisions herein, or to make 
any other provisions in regard to matters or questions arising 
hereunder, which the Company and the Rights Agent may deem necessary or 
desirable, including but not limited to the extension of the redemption 
period referred to in Section 23 (provided that such period may not be 
extended after it has expired), and provided that after the Distribution 
Date any such amendment shall not otherwise adversely affect the 
interests of the holders of Right Certificates (other than an Acquiring 
Person or an Affiliate or Associate of an Acquiring Person) and provided 
further that no such supplement or amendment shall be effective unless 
made in writing and signed by the Company and the Rights Agent.  The 
Rights Agent shall not execute any proposed amendment or supplement 
until it has received a certificate from an appropriate officer of the 
Company stating that such proposed amendment or supplement is in 
compliance with this Section 27.  Notwithstanding any other provision 
hereof, the Rights Agent's consent must be obtained regarding any 
amendment or supplement pursuant to this Section 27 which alters the 
Rights Agents rights or duties.

Section 28.  Successors.

All the covenants and provisions of this Agreement by or for 
the benefit of the Company or the Rights Agent shall bind and inure to 
the benefit of their respective successors and assigns hereunder.

Section 29.  Benefits of this Agreement. 

Nothing in this Agreement shall be construed to give to any 
Person other than the Company, the Rights Agent and the registered 
holders of the Right Certificates (and, prior to the Distribution Date, 
the Shares of the Company) any legal or equitable right, remedy or claim 
under this Agreement; but this Agreement shall be for the sole and 
exclusive benefit of the Company, the Rights Agent and the registered 
holders of the Right Certificates (and, prior to the Distribution Date, 
the Shares of the Company).

Section 30.  Severability.  

If any term, provision, covenant or restriction of this 
Agreement is held by a court of competent jurisdiction or other 
authority to be invalid, void or unenforceable, the remainder of the 
terms, provisions, covenants and restrictions of this Agreement shall 
remain in full force and effect and shall in no way be affected, 
impaired or invalidated; provided, however, that notwithstanding 
anything in this Agreement to the contrary, if any such term, provision, 
covenant or restriction is held by such court or authority to be 
invalid, void or unenforceable and the Board of Directors of the Company 
determines in its good faith judgment that severing the invalid language 
from this Agreement would adversely affect the purpose or effect of this 
Agreement, the right of redemption set forth in Section 23 hereof shall 
be reinstated and shall not expire until the Close of Business on the 
tenth day following the date of such determination by the Board of 
Directors. 

Section 31.  Governing Law. 

This Agreement and each Right Certificate issued hereunder 
shall be deemed to be a contract made under the law of the State of 
Vermont and for all purposes shall be governed by and construed in 
accordance with the laws of such State applicable to contracts to be 
made and performed entirely within such State provided that the rights 
and obligations of the Rights Agent shall be governed by the laws of the 
State of New York (or state of incorporation of any successor Rights 
Agent).

Section 32.  Counterparts.

This Agreement may be executed in any number of counterparts 
and each of such counterparts shall for all purposes be deemed to be an 
original, and all such counterparts shall together constitute but one 
and the same instrument.

Section 33.  Descriptive Headings.

Descriptive headings of the several Sections of this Agreement 
are inserted for convenience only and shall not control or affect the 
meaning or construction of any of the provisions hereof.

Section 34.  Determinations and Actions by the Board of Directors, etc. 

For all purposes of this Agreement, any calculation of the 
number of Shares outstanding at any particular time, including for 
purposes of determining the particular percentage of such outstanding 
Shares of the Company of which any Person is the Beneficial Owner, shall 
be made in accordance with the last sentence of Rule 13d-3(d)(l)(i) of 
the General Rules and Regulations under the Exchange Act.  The Board of 
Directors of the Company shall have the exclusive power and authority to 
administer this Agreement and to exercise all rights and powers 
specifically granted to the Board or to the Company, or as may be 
necessary or advisable in the administration of this Agreement, 
including, without limitation, the right and power (i) to interpret the 
provisions of this Agreement, and (ii) to make all determinations deemed 
necessary or advisable for the administration of this Agreement 
(including a determination to redeem or not to redeem the Rights or to 
amend the Agreement).  All such actions, calculations, interpretations 
and determinations (including, for purposes of clause (y) below, all 
omissions with respect to the foregoing) which are done or made by the 
Board in good faith, shall (x) be final, conclusive and binding on the 
Company, the Rights Agent, the holders of the Rights and all other 
parties, and (y) not subject the Board to any liability to the holders 
of the Rights.


IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be duly executed, all as of the day and year first above 
written.

                              GREEN MOUNTAIN POWER CORPORATION


                              By:/s/ C. L. Dutton		
                              Name: Christopher L. Dutton
                              Title: President and Chief Executive Officer

                              CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


                              By:/s/ N. L. Hill				
                              Name: Nathan L. Hill
                              Title: Assistant Vice President



                                    Exhibit A 
                            Form of Right Certificate

                         Green Mountain Power Corporation

Certificate No. R-___ Rights

NOT EXERCISABLE AFTER THE EARLIEST OF (1) JUNE 17, 2008, (2) REDEMPTION 
AND (3) EXCHANGE.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER 
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT

                              Right Certificate

This certifies that _________________, or registered assigns, 
is the registered owner of the number of Rights set forth above, each of 
which entitles the owner thereof, subject to the terms, provisions and 
conditions of the Rights Agreement, dated as of June 17, 1998 (the 
"Rights Agreement"), between Green Mountain Power Corporation, a Vermont 
corporation (the "Company"), and ChaseMellon Shareholder Services, 
L.L.C. (the "Rights Agent"), to purchase from the Company at any time 
after the Distribution Date (as such term is defined in the Rights 
Agreement), subject to receipt by the Company of all regulatory 
approvals required, and prior to 5:00 P.M., New York City time, on June 
17, 2008 at the designated office of the Rights Agent, or at the office 
of its successor as Rights Agent, one fully paid, nonassessable share of 
Common Stock, par value $3.33 1/3 per share (a "Share"), of the Company, 
at a purchase price of $45.00 per Share (the "Purchase Price"), upon 
presentation and surrender of this Right Certificate with the Form of 
Election to Purchase duly executed.  The number of Rights evidenced by 
this Right Certificate (and the number of Shares which may be purchased 
upon exercise hereof) set forth above, and the Purchase Price set forth 
above, are the number and Purchase Price as of June 26, 1998, based on 
the Shares as constituted at such date.  As provided in the Rights 
Agreement, the Purchase Price and the number of Shares which may be 
purchased upon the exercise of the Rights evidenced by this Right 
Certificate are subject to modification and adjustment upon the 
happening of certain events. 

This Right Certificate is subject to all of the terms, 
provisions and conditions of the Rights Agreement, which terms, 
provisions and conditions are hereby incorporated herein by reference 
and made a part hereof and to which Rights Agreement reference is hereby 
made for a full description of the rights, limitations of the rights, 
obligations, duties and immunities hereunder of the Rights Agent, the 
Company and the holders of the Right Certificates.  Copies of the Rights 
Agreement are on file at the principal executive offices of the Company 
and the above- mentioned offices of the Rights Agent.

Subject to the restrictions on transfer set forth in Section 
7(e) of the Rights Agreement, this Right Certificate, with or without 
other Right Certificates, upon surrender at the designated office of the 
Rights Agent, at ChaseMellon Sharehholder Services, L.L.C., Overpeck 
Centre, 85 Challenger Road, Ridgefield Park, New Jersey  07660, may be 
exchanged for another Right Certificate or Right Certificates of like 
tenor and date evidencing Rights entitling the holder to purchase a like 
aggregate number of Shares as the Rights evidenced by the Right 
Certificate or Right Certificates surrendered shall have entitled such 
holder to purchase.  If this Right Certificate shall be exercised in 
part, the holder shall be entitled to receive upon surrender hereof 
another Right Certificate or Right Certificates for the number of whole 
Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights 
evidenced by this Certificate may be required to be exchanged for Shares 
on a one for one basis, as adjusted pursuant to the provisions of the 
Rights Agreement, or may, but are not required to, be redeemed by the 
Company at a redemption price of $.001 per Right.  The amount so payable 
shall be rounded up to the nearest $.01 but no payment of less than 
$1.00 shall be sent unless expressly requested by the holder hereof.

No fractional Shares will be issued upon the exercise of any 
Right or Rights evidenced hereby, but in lieu thereof a cash payment 
will be made, as provided in the Rights Agreement.

No holder of this Right Certificate shall be entitled to vote 
or receive dividends or be deemed for any purpose the holder of the 
Shares which may at any time be issuable on the exercise hereof, or of 
any other securities of the Company which may at any time be issuable on 
the exercise hereof, nor shall anything contained in the Rights 
Agreement or herein be construed to confer upon the holder hereof, as 
such, any of the rights of a shareholder of the Company of any right to 
vote for the election of directors or upon any matter submitted to 
shareholders at any meeting thereof, or to give or withhold consent to 
any corporate action, or to receive notice of meetings or other actions 
affecting shareholders (except as provided in the Rights Agreement), or 
to receive dividends or subscription rights, or otherwise, until the 
Right or Rights evidenced by this Right Certificate shall have been 
exercised as provided in the Rights Agreement.

This Right Certificate shall not be valid or obligatory for 
any purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the 
Company and its corporate seal.


Dated: _______________, ____  .
ATTEST:                                 GREEN MOUNTAIN POWER CORPORATION

______________________________	          By: ___________________________ 				
                                        Name:
                                        Title:


Countersigned:


By: ___________________________
Name:
Title:


                Form of Reverse Side of Right Certificate

                            FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to 
transfer the Right Certificate.)

FOR VALUE RECEIVED _____________________________________ hereby sells, 
assigns and address of transferee) this Right Certificate, together with 
all right, title and interest therein, and does hereby irrevocably 
constitute and appoint ____________________________________ Attorney, to 
transfer the within Right Certificate on the books of the within- named 
Company, with full power of substitution.


Dated: _________________, ____  

                    _____________________________ 
                    Signature

           Form of Reverse Side of Right Certificate continued 
                       FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise the rights represented by 
the Right Certificate.)

To Green Mountain Power Corporation:

The undersigned hereby irrevocably elects to exercise 
_________________________________ Rights represented by this Right 
Certificate to purchase the Shares issuable upon the exercise of such 
Rights and requests that certificates for such Shares be issued in the 
name of:
Please insert social
security or other
identifying number

______________________________________________________________________							
(Please print name and address)

If such number of Rights shall not be all the Rights evidenced 
by this Right Certificate, a new Right Certificate for the balance 
remaining of such Rights shall be registered in the name of and 
delivered to:

Please insert social
security or other 
identifying number

_________________________________________________________________________			
(Please print name and address)


Dated: ______________________, ____

       _________________________ 
       Signature

Form of Reverse Side of Right Certificate continued 

                                   NOTICE
                                   ------

The signature in the foregoing Forms of Assignment and 
Election must conform to the name as written upon the face of this Right 
Certificate in every particular, without alteration or enlargement or 
any change whatsoever.
                                CERTIFICATE
                                -----------
The undersigned hereby certifies by checking the appropriate 
boxes that:
(1)  the Rights evidenced by this Rights Certificate _________ 
are _________ are not being exercised by or on behalf of a Person who is 
or was an Acquiring Person (as such terms are defined pursuant to the 
Rights Agreement);
(2)  after due inquiry and to the best knowledge of the 
undersigned, it _________ did _________ did not acquire the Rights 
evidenced by this Rights Certificate from any Person who is, was or 
became an Acquiring Person or an Affiliate or Associate of an Acquiring 
Person.

Dated: ______________, ____

       ____________________________
       Signature




                                 Exhibit B

                    SUMMARY OF RIGHTS TO PURCHASE SHARES

On June 17, 1998, Green  Mountain Power Corporation (the 
"Company") authorized assignment of one share purchase right (a "Right") 
for each outstanding share of Common Stock, par value $3.33 1/3 per 
share (the "Shares"), of the Company.  The Rights will be assigned on 
June 26, 1998 (the "Record Date") to the shareholders of record on that 
date.  Each Right entitles the registered holder to purchase from the 
Company one Share at a price of $45.00 per Share (the "Purchase Price"), 
when the Rights become exercisable.  The description and terms of the 
Rights are set forth in a Rights Agreement (the "Rights Agreement") 
between the Company and ChaseMellon Shareholder Services, L.L.C., as 
rights agent (the "Rights Agent").

Rights initially not separable from Common Stock:  The Rights 
will be evidenced, with respect to any of the Share certificates 
outstanding as of the Record Date, by such Share certificate until the 
earlier of (i) 10 days following a public announcement that a person or 
group of affiliated or associated persons (an "Acquiring Person") has 
acquired, or obtained the right to acquire, beneficial ownership of 15% 
or more of the outstanding Shares (the date of such public announcement 
being called the "Share Acquisition Date") or (ii) 10 days following the 
commencement or announcement of an intention to make a tender offer or 
exchange offer by a person other than the Company if, upon consummation 
of the offer, such person, together with persons affiliated or 
associated with it, would be the beneficial owner of 25% or more of the 
outstanding Shares (the earlier of such days being called the 
"Distribution Date").  The Rights Agreement provides that, until the 
Distribution Date, the Rights will be transferred with and only with the 
Shares.  Until the Distribution Date (or earlier redemption, termination 
or expiration of the Rights), new Share certificates issued after the 
Record Date, upon transfer or new issuance of Shares, will contain a 
notation incorporating the Rights Agreement by reference.  Until the 
Distribution Date (or earlier redemption, termination or expiration of 
the Rights), the surrender for transfer of any certificates for Shares, 
outstanding as of the Record Date, even without such notation, will also 
constitute the transfer of the Rights associated with the Shares 
represented by such certificate.

Separation of Rights from Common Stock:  As soon as 
practicable following the Distribution Date, separate certificates 
evidencing the Rights ("Right Certificates") will be mailed to holders 
of record of the Shares as of the close of business on the Distribution 
Date and such separate Right Certificates alone will thereafter evidence 
the Rights.

Exercise of Rights:  The Rights are not exercisable until the 
Distribution Date and until the Company has received all required 
regulatory approvals for the issuance of the Shares.  The Rights will 
expire June 17, 2008 unless such date is extended or unless the Rights 
are earlier redeemed by the Company or exchanged for Shares, in each 
case as described below.

Rights may not be transferred, directly or indirectly, (i) to 
any person who is, or, as a result of the transfer would be, the 
beneficial owner of 15% or more of the Rights (including Rights that are 
null and void as described below), or (ii) to any affiliate or associate 
of any such person.  Any Right that is the subject of any such purported 
transfer shall be null and void without any further action, and 
thereafter may not be exercised by any person (including any subsequent 
transferee) for Shares or other assets pursuant to any provision of the 
Rights Agreement and shall no longer confer any rights upon any person.

The Purchase Price payable, and the number of Shares or other 
securities or property issuable, upon exercise of the Rights are subject 
to adjustment from time to time to prevent dilution (i) in the event of 
a stock dividend on, or a subdivision, combination or reclassification 
of, the Shares, (ii) upon the grant to holders of the Shares of certain 
rights or warrants to subscribe for or purchase Shares at a price, or 
securities convertible into Shares with a conversion price, less than 
the then current market price of the Shares or (iii) upon the 
distribution to holders of the Shares of evidences of indebtedness or 
assets (excluding regular periodic cash dividends paid out of earnings 
or retained earnings or dividends payable in Shares) or of subscription 
rights or warrants (other than those referred to above).

In the event that (i) the Company merges with or is involved 
in another business combination transaction with an Acquiring Person, 
(ii) 50% or more of its consolidated assets or earning power are sold to 
an Acquiring Person, (iii) an Acquiring Person acquires 25% or more of 
the Shares, or (iv) an Acquiring Person engages in one or more self-
dealing transactions with the Company, then, proper provision will be 
made so that each holder of a Right will thereafter have the right to 
receive, upon the exercise thereof at the then current exercise price of 
the Right, that number of shares of common stock of the Company or of 
the acquiring company, as the case may be, which at the time of such 
transaction will have a value double the amount of the Purchase Price.

Any Rights that are or were beneficially owned at any time on 
or after the Distribution Date by an Acquiring Person shall become null 
and void upon the occurrence of any event described in the preceding 
paragraph and no holder of such Rights shall have any right with respect 
to such Rights from and after the occurrence of any such event.

With certain exceptions, no adjustment in the Purchase Price 
will be required until cumulative adjustments require an adjustment of 
at least 1% in such Purchase Price.  No fractional Shares will be issued 
and in lieu thereof, an adjustment in cash will be made based on the 
market price of the Shares on the last trading day prior to the date of 
exercise.

Redemption of the Rights:  At any time prior to the 10th day 
following the Shares Acquisition Date (unless extended by the Company), 
the Board of Directors of the Company may redeem the Rights in whole, 
but not in part, at a price of $.001 per Right (the "Redemption Price").  
In that connection, the amount payable to any holder of the Rights will 
be rounded up to the nearest $.01.  Payments of less than $1.00 will be 
sent to holders of the Rights only if the particular holder entitled to 
the payment specifically requests that the payment be sent.  Immediately 
upon the action of the Company ordering redemption of the Rights, the 
right to exercise the Rights will terminate and the only right of the 
holders of Rights will be to receive the Redemption Price. 

Exchange of Rights:  After the Distribution Date and prior to 
the time an Acquiring Person has acquired 50% or more of the then 
outstanding Shares, the Company may require that some or all of the 
Rights be exchanged on a one for one basis (subject to adjustment for 
stock splits, stock dividends and other similar transactions) for 
Shares.  To the extent that Rights are required to be exchanged for 
Shares, the right to exercise those Rights will terminate and the only 
right of the holder thereof will be to exchange those Rights for Shares.

Amendments:  The terms of the Rights may be amended by the 
Company without the consent of the holders of the Rights, including an 
amendment to extend the period during which the rights may be redeemed, 
except, that after the Distribution Date no such amendment may otherwise 
adversely affect the interests of the holders of the Rights.  In the 
event an Acquiring Person, after triggering the redemption option of the 
Company, reduces its shareholdings to less than 15% then the redemption 
rights are reinstated.

No Rights as a Shareholder:  Until a Right is exercised, the 
holder thereof, as such, will have no rights as a shareholder of the 
Company, including, without limitation, the right to vote or to receive 
dividends.
                           *          *          *
A copy of the Rights Agreement will be filed with the 
Securities and Exchange Commission as an Exhibit to a Current Report on 
Form 8-K dated June 19, 1998.  A copy of the Rights Agreement is 
available free of charge from the Company.  This summary description of 
the Rights does not purport to be complete and is qualified in its 
entirety by reference to the Rights Agreement, which is hereby 
incorporated herein by reference.

EX-3

                                                          Exhibit 21.1

NEWS FOR IMMEDIATE RELEASE                                      #12-98
June 17, 1998


              GREEN MOUNTAIN POWER CORPORATION DECLARES DIVIDEND
                DISTRIBUTION OF COMMON SHARE PURCHASE RIGHTS

SOUTH BURLINGTON, Vt.   The Board of Directors of Green Mountain 
Power Corporation today declared a dividend distribution of one Common 
Share Purchase Right for each outstanding share of the Company's common 
stock.  The Rights will be exercisable, at a price of $45 per share, 
only if a person or group acquires 15 percent or more of the Company's 
common stock or announces a tender or exchange offer, the consummation 
of which would result in ownership by a person or group of 25 percent or 
more of the common stock. The Board of Directors may redeem the Rights 
for nominal value prior to ten days following the acquisition of 
beneficial ownership of 15 percent or more of the Company's common 
stock.

     The Rights are designed to assure that all of Green Mountain Power's 
shareholders receive fair and equal treatment in the event of any 
proposed takeover of the Company, to guard against partial tender offers 
and other abusive tactics to gain control of the company without paying 
all shareholders a premium value, and to enable all of the Company's 
shareholders to realize the long-term value of their investment.  GMP 
President and Chief Executive Officer Christopher L. Dutton issued the 
following statement following the Board of Directors vote: "We are not 
aware of any hostile takeover plan. In light of developments within the 
industry, however, it is prudent for our Directors to take this kind of 
step to assure they can protect our shareholders' interest. The chief 
purpose of the action taken today is to encourage anyone seeking to 
acquire the Company to negotiate a fair price with the Board of 
Directors prior to attempting a takeover."

     Plans similar to the one approved by the GMP Board of Directors have 
been adopted by about 40 utilities in the United States in the past few 
years.  The Purchase Rights will be issued on June 26, 1998 to 
shareholders of record on that date and will expire on June 17, 2008.  
The Rights distribution is not taxable to shareholders.

     For more information, contact Edwin M. Norse at 802-660-5701 or 
Dorothy Schnure at 802-660-5672, or, after 6 p.m., at 802-482-2503.

EX-4

                                                          Exhibit 21.2
GREEN MOUNTAIN POWER CORPORATION	
25 GREEN MOUNTAIN DRIVE  P.O. BOX 850  SOUTH BURLINGTON, VT 05402-0850 
PHONE  (802) 864-5731  FAX (802) 865-9129


                                                         June 29, 1998

Dear Fellow Shareholder:

Your Board of Directors has announced the adoption of a Shareholder 
Rights Plan.  We are enclosing a summary description that outlines the 
principal features of the Plan, and we urge you to read it carefully.

We believe that the Plan protects your interest in the event you and 
Green Mountain Power are confronted with abusive and unfair takeover 
tactics, including offers at an inadequate price or offers that do not 
treat all shareholders fairly.  The Plan is designed to improve your 
Board's ability to represent the interests of shareholders in dealing
with the serious problem of unilateral actions by hostile acquirors that are 
calculated to deprive a corporation's board and its shareholders of 
their ability to determine the destiny of the corporation and to optimize
shareholders' value.

Your Board of Directors believes the Plan to be the best available means
of protecting your equity investment, while not preventing a fair
acquisition bid. The Plan has not been adopted in response to any known
effort to acquire control of Green Mountain Power and your Board is not
aware of any such effort.

Issuance of the rights does not weaken the financial strength of 
Green Mountain Power or interfere with its business plans.  Issuance of 
the rights has no dilutive effect, will not affect reported earnings per 
share, is not taxable to you, and will not change the way in which you 
can trade your Green Mountain Power stock.

Your Board has carefully considered the Plan and unanimously 
concluded that approval of the Plan is consistent with our overriding 
objective to maximize and to preserve Green Mountain Power's long-term 
value for all shareholders.

If you have questions regarding the Shareholder Rights Plan or the
Company, please contact Donna Laffan at 802-660-5785 or Bonnie
Fairbanks at 802-660-5787.

                                     Sincerely,



Chairman of the Board          			 	President and
                                    Chief Executive Officer




Exhibit B

                    SUMMARY OF RIGHTS TO PURCHASE SHARES

On June 17, 1998, Green  Mountain Power Corporation (the 
"Company") authorized assignment of one share purchase right (a "Right") 
for each outstanding share of Common Stock, par value $3.33 1/3 per 
share (the "Shares"), of the Company.  The Rights will be assigned on 
June 26, 1998 (the "Record Date") to the shareholders of record on that 
date.  Each Right entitles the registered holder to purchase from the 
Company one Share at a price of $45.00 per Share (the "Purchase Price"), 
when the Rights become exercisable.  The description and terms of the 
Rights are set forth in a Rights Agreement (the "Rights Agreement") 
between the Company and ChaseMellon Shareholder Services, L.L.C., as 
rights agent (the "Rights Agent"). 

Rights initially not separable from Common Stock:  The Rights 
will be evidenced, with respect to any of the Share certificates 
outstanding as of the Record Date, by such Share certificate until the 
earlier of (i) 10 days following a public announcement that a person or 
group of affiliated or associated persons (an "Acquiring Person") has 
acquired, or obtained the right to acquire, beneficial ownership of 15% 
or more of the outstanding Shares (the date of such public announcement 
being called the "Share Acquisition Date") or (ii) 10 days following the 
commencement or announcement of an intention to make a tender offer or 
exchange offer by a person other than the Company if, upon consummation 
of the offer, such person, together with persons affiliated or 
associated with it, would be the beneficial owner of 25% or more of the 
outstanding Shares (the earlier of such days being called the 
"Distribution Date").  The Rights Agreement provides that, until the 
Distribution Date, the Rights will be transferred with and only with the 
Shares.  Until the Distribution Date (or earlier redemption, termination 
or expiration of the Rights), new Share certificates issued after the 
Record Date, upon transfer or new issuance of Shares, will contain a 
notation incorporating the Rights Agreement by reference.  Until the 
Distribution Date (or earlier redemption, termination or expiration of 
the Rights), the surrender for transfer of any certificates for Shares, 
outstanding as of the Record Date, even without such notation, will also 
constitute the transfer of the Rights associated with the Shares 
represented by such certificate.

Separation of Rights from Common Stock:  As soon as 
practicable following the Distribution Date, separate certificates 
evidencing the Rights ("Right Certificates") will be mailed to holders 
of record of the Shares as of the close of business on the Distribution 
Date and such separate Right Certificates alone will thereafter evidence 
the Rights.

Exercise of Rights:  The Rights are not exercisable until the 
Distribution Date and until the Company has received all required 
regulatory approvals for the issuance of the Shares.  The Rights will 
expire June 17, 2008 unless such date is extended or unless the Rights 
are earlier redeemed by the Company or exchanged for Shares, in each 
case as described below.

Rights may not be transferred, directly or indirectly, (i) to 
any person who is, or, as a result of the transfer would be, the 
beneficial owner of 15% or more of the Rights (including Rights that are 
null and void as described below), or (ii) to any affiliate or associate 
of any such person.  Any Right that is the subject of any such purported 
transfer shall be null and void without any further action, and 
thereafter may not be exercised by any person (including any subsequent 
transferee) for Shares or other assets pursuant to any provision of the 
Rights Agreement and shall no longer confer any rights upon any person.

The Purchase Price payable, and the number of Shares or other 
securities or property issuable, upon exercise of the Rights are subject 
to adjustment from time to time to prevent dilution (i) in the event of 
a stock dividend on, or a subdivision, combination or reclassification 
of, the Shares, (ii) upon the grant to holders of the Shares of certain 
rights or warrants to subscribe for or purchase Shares at a price, or 
securities convertible into Shares with a conversion price, less than 
the then current market price of the Shares or (iii) upon the 
distribution to holders of the Shares of evidences of indebtedness or 
assets (excluding regular periodic cash dividends paid out of earnings 
or retained earnings or dividends payable in Shares) or of subscription 
rights or warrants (other than those referred to above).

In the event that (i) the Company merges with or is involved 
in another business combination transaction with an Acquiring Person, 
(ii) 50% or more of its consolidated assets or earning power are sold to 
an Acquiring Person, (iii) an Acquiring Person acquires 25% or more of 
the Shares, or (iv) an Acquiring Person engages in one or more self-
dealing transactions with the Company, then, proper provision will be 
made so that each holder of a Right will thereafter have the right to 
receive, upon the exercise thereof at the then current exercise price of 
the Right, that number of shares of common stock of the Company or of 
the acquiring company, as the case may be, which at the time of such 
transaction will have a value double the amount of the Purchase Price.

Any Rights that are or were beneficially owned at any time on 
or after the Distribution Date by an Acquiring Person shall become null 
and void upon the occurrence of any event described in the preceding 
paragraph and no holder of such Rights shall have any right with respect 
to such Rights from and after the occurrence of any such event.

With certain exceptions, no adjustment in the Purchase Price 
will be required until cumulative adjustments require an adjustment of 
at least 1% in such Purchase Price.  No fractional Shares will be issued 
and in lieu thereof, an adjustment in cash will be made based on the 
market price of the Shares on the last trading day prior to the date of 
exercise.

Redemption of the Rights:  At any time prior to the 10th day 
following the Shares Acquisition Date (unless extended by the Company), 
the Board of Directors of the Company may redeem the Rights in whole, 
but not in part, at a price of $.001 per Right (the "Redemption Price").  
In that connection, the amount payable to any holder of the Rights will 
be rounded up to the nearest $.01.  Payments of less than $1.00 will be 
sent to holders of the Rights only if the particular holder entitled to 
the payment specifically requests that the payment be sent.  Immediately 
upon the action of the Company ordering redemption of the Rights, the 
right to exercise the Rights will terminate and the only right of the 
holders of Rights will be to receive the Redemption Price. 

Exchange of Rights:  After the Distribution Date and prior to 
the time an Acquiring Person has acquired 50% or more of the then 
outstanding Shares, the Company may require that some or all of the 
Rights be exchanged on a one for one basis (subject to adjustment for 
stock splits, stock dividends and other similar transactions) for 
Shares.  To the extent that Rights are required to be exchanged for 
Shares, the right to exercise those Rights will terminate and the only 
right of the holder thereof will be to exchange those Rights for Shares.

Amendments:  The terms of the Rights may be amended by the 
Company without the consent of the holders of the Rights, including an 
amendment to extend the period during which the rights may be redeemed, 
except, that after the Distribution Date no such amendment may otherwise 
adversely affect the interests of the holders of the Rights.  In the 
event an Acquiring Person, after triggering the redemption option of the 
Company, reduces its shareholdings to less than 15% then the redemption 
rights are reinstated.

No Rights as a Shareholder:  Until a Right is exercised, the 
holder thereof, as such, will have no rights as a shareholder of the 
Company, including, without limitation, the right to vote or to receive 
dividends.
                         *          *          *

A copy of the Rights Agreement will be filed with the 
Securities and Exchange Commission as an Exhibit to a Current Report on 
Form 8-K dated June 19, 1998.  A copy of the Rights Agreement is 
available free of charge from the Company.  This summary description of 
the Rights does not purport to be complete and is qualified in its 
entirety by reference to the Rights Agreement, which is hereby 
incorporated herein by reference.