-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XzGihCRwZoFzdAHGk1I5Ia2g9Dp7kBhMa+e4zTfp9eyyHtAinZQ729NA4dpMytDT hWd2TA+CEFnC0qazgAc+cw== 0000043704-95-000017.txt : 19950414 0000043704-95-000017.hdr.sgml : 19950411 ACCESSION NUMBER: 0000043704-95-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19950404 EFFECTIVENESS DATE: 19950423 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN MOUNTAIN POWER CORP CENTRAL INDEX KEY: 0000043704 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 030127430 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58413 FILM NUMBER: 95526774 BUSINESS ADDRESS: STREET 1: 25 GREEN MOUNTAIN DR STREET 2: P.O.BOX 850 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05402-0850 BUSINESS PHONE: 8028645731 MAIL ADDRESS: STREET 1: 25 GREEN MOUNTAIN DR STREET 2: P O BOX 850 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05402-0850 S-8 1 REGISTRATION STATEMENT As filed with the Secruities and Exchange Commission on April 4, 1995 Registration No. __-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 __________ GREEN MOUNTAIN POWER CORPORATION (Exact name of registrant as specified in its charter) Vermont 03-0127430 (State of incorporation) (IRS Employer Identification No.) 25 Green Mountain Drive South Burlington, Vermont 05403 (Address of principal executive offices) GREEN MOUNTAIN POWER CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST (Full title of the Plan) __________ Christopher L. Dutton Vice President, Chief Financial Officer and Treasurer Green Mountain Power Corporation 25 Green Mountain Drive South Burlington, Vermont 05403 Telephone: (802) 864-5731 (Name, address and telephone numbers, including area codes, of agent for service) This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will begin as soon as reasonably practicable after such effective date. __________ CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title Amount Offering Aggregate Amount of of Securities to be Price Offering Registration to be Registered Registered Per Share Price Fee Participations in the Green Mountain Power Corporation Employee Savings and Investment Plan and Trust $5,000,000* -- $5,000,000* $1,728.48 200,000 shares of Common Stock, Par Value $3.33 1/3, of the Company are also being registered herewith. *Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee based on estimated total contributions. PART II Item 3. Incorporation of Documents by Reference. Green Mountain Power Corporation (the "Company") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission ( the "Commission"): 1. The Company's Registration Statement No. 33-47985 on Form S-8, together with Amendment No. 1 thereto; 2. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; 3. The Company's Annual Report on Form 11-K for the fiscal year ended December 31, 1994; and 4. The Company's Prospectus as filed with Registration Statement No. 33- 42390 on Form S-2. All documents filed by the Company pursuant to Sections (13)(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. LEGAL OPINIONS The legality of the shares of Additional Common Stock offered hereby is being passed upon for the Company by Hunton & Williams, New York, New York, special counsel for the Company, and Peter H. Zamore, Esq., General Counsel of the Company. Hunton and Williams will rely upon the opinion of Peter H. Zamore as to matters of Vermont law. EXPERTS The audited consolidated financial statements and schedules incorporated by reference in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as set forth in their reports, dated January 31, 1995. Such reports of Arthur Andersen LLP do not cover periods prior to December 31, 1987, which were audited by another firm of independent public accountants. The audited consolidated financial statements of the Company's Employee Savings and Investment Plan and Trust (the "Plan") incorporated by reference herein, have been audited by Kittell, Branagan & Sargent, independent public accountants, as set forth in their report dated February 22, 1995, and such statements are incorporated by reference herein in reliance upon the report of such firm and upon their authority as experts in accounting and auditing. Item 6. Indemnification of Directors and Officers. The Vermont Business Corporation Act (11A Section 8.51, Section 8.52 and Secton 8.56) provides, in pertinent part, as follows: "Each corporation, when no specific inconsistent provision is made by law or by its articles of association, shall have power: (8.51) (a) Except as provided in subsection (d) of this section, a corporation may indemnify an individual made a party to a preceding because the individual is or was a director against liability incurred in the proceeding if: (1) the director conducted himself or herself in good faith; and (2) the director reasonably believed: (A) in the case of conduct in the director's official capacity with the corporation, that the director's conduct was in its best interest; and (B) in all other cases, that the director's conduct was at least not opposed to its best interests; and (3) in the case of any proceeding brought by a governmental entity, the director had no reasonable cause to believe his or her conduct was unlawful, and the director is not finally found to have engaged in a reckless or intentional unlawful act. (b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subdivision (a)(2)(B) of this section. (c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (d) A corporation may not indemnify a director under this section: (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was inproperly received by the director. (e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. (8.52) Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is ar was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. (8.56) Unless a corporation's articles of incorporation limit indemnification of an officer, employee, or agent of the corporation: (1) an officer of the corporation who is not a director is entitled to mandatory indemnification under section 8.52 of this title, and is entitled to apply for court- ordered indemnification under section 8.54 of this title, in each case to the same extent as a director; (2) the corporation may indemnify and advance expenses under this subchapter to an officer, employee, or agent of the corporation who is not a director to the same extent as a director. Section 9 of Article IV of the Company's By-Laws, as amended, reads as follows: "Section 9. Indemnification. This Corporation shall indemnify certain persons 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 determined 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." Subject to certain exceptions the directors, all corporate officers and certain employees working in conjunction therewith and the heirs, assigns and estates of such directors, officers and employees of the Corporation are insured to the extent of 100% of the loss, with an overall limit of $25,000,000 because of any claim or claims made against them, including claims arising under the Securities Act of 1933, and caused by any negligent act, any error, any omission or any breach of duty while acting in their capacities as such directors or officers, and the Corporation is insured to the extent that it shall have indemnified the directors and officers for such loss. The premiums for such insurance are paid by the Corporation. Item 7. Exemption From Registration Claimed. Not Applicable. Item 8. Exhibits. (b) The undersigned registrant has submitted the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. EXHIBIT INDEX Certain of the following exhibits are filed herewith. Certain other of the following exhibits have heretofore been filed with the Securities and Exchange Commission and are incorporated herein by reference.
Exhibit Number 4-a-1 -- Indenture of First Mortgage and Deed of Trust dated as of February 1, 1955 (Exhibit 4-b, Registration No. 2-27300). 4-a-2 -- First Supplemental Indenture dated as of April 1, 1961 (Exhibit 4-b-2, Registration No. 2-75293). 4-a-3 -- Second Supplemental Indenture dated as of January 1, 1966 (Exhibit 4-b-3, Registration No. 2-75293). 4-a-4 -- Third Supplemental Indenture dated as of July 1, 1968 (Exhibit 4-b-4, Registration No. 2-75293). 4-a-5 -- Fourth Supplemental Indenture dated as of October 1, 1969 (Exhibit 4-b-5, Registration No. 2-75293). 4-a-6 -- Fifth Supplemental Indenture dated as of December 1, 1973 (Exhibit 4-b-6, Registration No. 2-75293). 4-a-7 -- Seventh Supplemental Indenture dated as of August 1, 1976 (Exhibit 4-a-7, Registration No. 2-99643). 4-a-8 -- Eighth Supplemental Indenture dated as of December 1, 1979 (Exhibit 4-a-8, Registration No. 2-99643). 4-a-9 -- Ninth Supplemental Indenture dated as of July 15, 1985 (Exhibit 4-a-9, Registration No. 2-99643). 4-a-10 -- Tenth Supplemental Indenture dated as of June 15, 1989 (Exhibit 4-b-10, Form 10-K, 1989). 4-a-11 -- Eleventh Supplemental Indenture dated as of September 1, 1990 (Exhibit 4-b-11, Form 10-Q, September 1990). 4-a-12 -- Twelfth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-12, Form 10- K, 1991). 4-a-13 -- Thirteenth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-13, Form 10-K, 1991). 4-a-14 -- Fourteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-14, Form 10-K 1993). 4-a-15 -- Fifteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-15, Form 10-K 1993). 4-b -- Debenture Indenture dated as of August 1, 1967 (6 5/8% Debentures due August 1, 1992) (Exhibit 4-c, Registration No. 2-75293). 4-b-1 -- First Supplemental Indenture dated as of August 1, 1969 amending Exhibit 4-b above (Exhibit 4-c-1, Registration No. 2-49697). 4-c -- Debenture Indenture dated as of October 1, 1969 (8 7/8% Debentures due October 1, 1994) (Exhibit 4-d, Registration No. 2-75293). 4-d -- Debenture Indenture dated as of December 1, 1976 (9 3/8% Debentures due December 1, 1996) (Exhibit 4-d, Registration No. 2-99643). 4-e -- Debenture Indenture dated as of August 1, 1983 (12 5/8% Debentures due August 1, 1998) (Exhibit 4-f, Form 10-K, 1992). 4-f -- Copy of Amended and Restated Employees Savings and Investment Plan and Trust (Exhibit 28-a Registration No. 33-47985.) *5-a-1 -- Opinion of Hunton & Williams . *5-a-2 -- Opinion of Peter H. Zamore, Esq. *23-a -- Consent of Hunton & Williams (included in their opinion filed as Exhibit 5-a-1). *23-b -- Consent of Peter H. Zamore, Esq. (included in his opinion filed as Exhibit 5-a-2). *23-c -- Consent of Arthur Andersen LLP. *23-d -- Consent of Kittell, Branagan & Sargent., Independent Auditors to Plan. *24-a -- Power of Attorney (Contained on Page II-6). *24-b -- Certified copy of Resolutions of the Board of Directors authorizing signature pursuant to Power of Attorney. *24-c -- Power of Attorney of the Plan (Contained on Page II-8). *24-d -- Certified copy of Resolution of Retirement Board authorizing signature pursuant to Power of Attorney. *99-e -- Copy of Amendments to the Amended and Restated Employee Savings and Investment Plan and Trust. *Filed herewith.
Item 9. Undertakings. A. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post- effective amendment to this registration statement; (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8, and the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) that for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned in his capacity as a Director or officer, as the case may be, of said Company, does hereby appoint Douglas G. Hyde, Esq., Christopher L. Dutton, Esq. and Peter H. Zamore, Esq., and each of them severally, his true and lawful attorneys or attorney to execute in his name, place and stead, in his capacity as a Director of officer or both, as the case may be, of said Company, this Registration Statement and any and all amendments and post-effective amendments thereto and all instruments necessary or incidental in connection herewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have power to act hereunder with or without any other of said attorneys, and shall have full power of substitution and resubstitution. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary, in any and all capacities, as fully and to all intents and purposes as each of the undersigned might or could do in person, and each of the undersigned hereby ratifies and approves of the act of said attorneys and each of them. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South Burlington, and State of Vermont on the 29th day of March, 1995. GREEN MOUNTAIN POWER CORPORATION (Registrant) By: /s/Christopher L. Dutton Christopher L. Dutton, Vice President, Chief Financial Officer & Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE /s/Douglas G. Hyde Chairman of the Executive Commit- February 14, 1995 (Douglas G. Hyde) tee, President, Chief Executive Officer and Director /s/Christopher L. Dutton Vice President, Treasurer and February 14, 1995 (Christopher L. Dutton) Chief Financial Officer (Principal Financial Officer) /s/Glenn J. Purcell Controller February 14, 1995 (Glenn J. Purcell) (Principal Accounting Officer) /s/Thomas P. Salmon Chairman of the Board and February 14, 1995 (Thomas P. Salmon) Director /s/Robert E. Boardman Director February 14, 1995 (Robert E. Boardman) /s/Nordahl L. Brue Director February 14, 1995 (Nordahl L. Brue) /s/William H. Bruett Director February 14, 1995 (William H. Bruett) /s/Merrill O. Burns Director February 14, 1995 (Merrill O. Burns) /s/Lorraine E. Chickering Director February 14, 1995 (Lorraine E. Chickering) /s/John V. Cleary Director February 14, 1995 (John V. Cleary) /s/Richard I. Fricke Director February 14, 1995 (Richard I. Fricke) /s/Euclid A. Irving Director February 14, 1995 (Euclid A. Irving) /s/Martin L. Johnson Director February 14, 1995 (Martin L. Johnson) /s/Ruth W. Page Director February 14, 1995 (Ruth W. Page)
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned in his capacity as a member of the Retirement Board, which is responsible for administration of Green Mountain Power Corporation Employee Savings and Investment Plan and Trust (401(k) Plant), does hereby appoint Christopher L. Dutton, Esq. and Peter H. Zamore, Esq., and each of them severally, his true and lawful attorneys or attorney to execute in his name, place and stead, in his capacity as a member of said Board, this registration statement and any and all amendments and post-effective amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have power to act hereunder with or without any other of said attorneys, and shall have full power of substitution and resubstitution. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, and each of the undersigned hereby ratifies and approves of the act of said attorneys and each of them. The Plan. Pursuant to the requirements of the Securities Act of 1933, the Green Mountain Power Corporation Employee Savings and Investment Plan and Trust (401(k) Plan) has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South Burlington, State of Vermont, on the 29th day of March, 1995. GREEN MOUNTAIN POWER CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST By: /s/Christopher L. Dutton Christopher L. Dutton, Vice President, Chief Financial Officer & Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE
/s/Marshall H. Hall Member of Board January 20, 1995 Marshall H. Hall /s/Glenn J. Purcell Controller January 20, 1995 Glenn J. Purcell and Member of Board Vice President & General Manager January 20, 1995 /s/Edwin M. Norse Energy Resources & Sales Edwin M. Norse and Member of Board Assistant Vice President January 20, 1995 /s/Walter S. Oakes Customer Operations Walter S. Oakes and Member of Board
EX-1 2 EXHIBIT 5-A-1 TO FORM S-8 5-a-1 April 3, 1995 Green Mountain Power Corporation 25 Green Mountain Drive South Burlington, Vermont 05403 Green Mountain Power Corporation Employee Savings and Investment Plan and Trust 200,000 Shares of Common Stock $3.33-1/3 Par Value Dear Sirs: We are acting as special counsel for Green Mountain Power Corporation, a Vermont corporation (the "Company"), in connection with the proposed issue and sale by the Company of an additional 200,000 shares of the Company's Common Stock, $3.33-1/3 par value (the "Additional Common Stock"), pursuant to the Green Mountain Power Corporation Employee Savings and Investment Plan and Trust (the "Plan"). As such counsel, we have: (a) reviewed the action heretofore taken by the Board of Directors of the Company in connection with the authorization of the issuance and sale of the Additional Common Stock, the Plan and related matters; (b) reviewed (i) the Registration Statement (the "Registration Statement") on Form S-8 relating to the Plan and the Additional Common Stock, which we understand you propose to file with the Securities and Exchange Commission under the Securities Act of 1933 on the date hereof and (ii) the Plan; (c) examined an order of the Public Service Board of the State of Vermont dated January 25, 1995 as modified by an Order dated March 17, 1995, consenting to and approving the issue and sale of the Additional Common Stock pursuant to the Plan; (d) examined the opinion, dated the date hereof, addressed to you, of Peter H. Zamore, General Counsel for the Company, relating to the Additional Common Stock; and (e) made such examination of law and examined originals, or copies certified or otherwise authenticated to our satisfaction, of all such other corporate records, instruments, certificates of public officials and/or bodies, certificates of officers and representatives of the Company, and such other documents, and discussed with officers and representatives of the Company such questions of fact, as we have deemed necessary in order to render the opinion hereinafter expressed. Based on the foregoing, we are pleased to advise you that, in our opinion: 1. The Company is a corporation duly organized,incorporated and validly existing under the laws of the State of Vermont. 2. The Public Service Board of the State of Vermont consented to the issue and sale of the Additional Common Stock pursuant to the Plan in the Order dated January 25, 1995 as modified by an order dated March 17, 1995. 3. When (i) the Registration Statement has become effective, (ii) the additional Common Stock has been duly listed on the New York Stock Exchange and (iii) the Additional Common Stock has been duly issued and sold pursuant to the Plan to participants therein, then the Additional Common Stock will be validly issued, fully-paid and nonassessable. We hereby consent to: A. being named in the Registration Statement and in any amendment thereto under the heading "Legal Opinions"; B. the making in said Registration Statement and in any amendments thereto of the statements now appearing in said Registration Statement under the heading "Legal Opinions" insofar as they are applicable to us; and C. the filing of this opinion as an exhibit to the Registration Statement. We are members of the Bar of the State of New York and not of the State of Vermont and, in giving the foregoing opinion, we have relied upon the above-mentioned opinion of Peter H. Zamore as to all matters of Vermont law involved in the conclusions stated in our opinion. Very truly yours, /s/ HUNTON & WILLIAMS HUNTON & WILLIAMS EX-2 3 EXHIBIT 5-A-2 TO FORM S-8 5-a-2 April 3, 1995 Green Mountain Power Corporation 25 Green Mountain Drive P. O. Box 850 South Burlington, Vermont 05402-0850 Re: Green Mountain Power Corporation Employee Savings and Investment Plan and Trust 200,000 Shares of Common Stock $3.33-1/3 Par Value Gentlemen: I am the General Counsel for Green Mountain Power Corporation, a Vermont corporation (the "Company"), and have acted as such in connection with the proposed issue and sale by the Company of an additional 200,000 shares of the Company's Common Stock, $3.33-1/3 par value (the "Additional Common Stock"), pursuant to the Green Mountain Power Corporation Employee Savings and Investment Plan and Trust (the "Plan"). As such counsel, I have: (a) reviewed the action taken to date by the Board of Directors of the Company in connection with the authorization of the issuance and sale of the Additional Common Stock, the Plan and related matters; (b) reviewed (i) the Registration Statement (hereinafter called the "Registration Statement") on Form S-8 relating to the Plan and the Additional Common Stock, which I understand you propose to file with the Securities and Exchange Commission under the Securities Act of 1933 on the date hereof; and (ii) the Plan; (c) examined an order of the Public Service Board of the State of Vermont dated January 25, 1995 as modified by an Order dated March 17, 1995, consenting to and approving the issue and sale of the Additional Common Stock pursuant to the Plan; and (d) made such examination of law and examined originals, or copies certified or otherwise authenticated to my satisfaction, of all such other corporate records, instruments, certificates of public officials and/or bodies, certificates of officers and representatives of the Company, and such other documents, and discussed with officers and representatives of the Company such questions of fact, as I have deemed necessary in order to render the opinion hereinafter expressed. Based upon the foregoing, I am pleased to advise you that it is my opinion that: 1. The Company is a corporation duly organized, incorporated and validly existing under the laws of the State of Vermont, and has all corporate and other power and authority necessary to own its properties and carry on the business which it is presently conducting. 2. The Public Service Board of the State of Vermont consented to the issue and sale of the Additional Common Stock pursuant to the Plan in the Order dated January 25, 1995 as modified by an Order dated March 17, 1995. No consent or approval of any other governmental authority is requisite to the valid issue and sale of the Additional Common Stock. 3. When (i) the Registration Statement has become effective, (ii) the Additional Common Stock has been duly listed on the New York Stock Exchange and (iii) the Additional Common Stock has been duly issued and sold pursuant to the Plan to participants therein, then the Additional Common Stock will be legally issued, fully paid and nonassessable. I hereby consent to: A. being named in the Registration Statement and in any amendment thereto under the heading "Legal Opinions" as counsel for the Company passing upon certain matters in connection with the issuance and sale of the Additional Common Stock; B. the making in said Registration Statement and in any amendments thereto of the statements now appearing in said Registration Statement under the heading "Legal Opinions" insofar as they are applicable to me; and C. the filing of this opinion as an exhibit to the Registration Statement. I understand that a copy of this opinion is being delivered to Hunton & Williams, special counsel to the Company in connection with the issue and sale of the Additional Common Stock, who are also rendering an opinion to the Company relating to the matters referred to herein and that their opinion will be filed as an exhibit to the Registration Statement. In rendering their opinion, Hunton & Williams are authorized to rely upon this opinion as to all matters of Vermont law involved in the conclusions expressed in their opinions. Very truly yours, /s/Peter H. Zamore, Esq. Peter H. Zamore, Esq. EX-3 4 EXHIBIT 23-C TO FORM S-8 23-c CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of Form S-8 to our report dated January 31, 1995, included in Green Mountain Power Corporation's Form 10-K for the year ended December 31, 1994, and to all references to our firm included in this registration statement. /s/ARTHURN ANDERSEN LLP Boston, Massachusetts April 3, 1995 EX-4 5 EXHIBIT 23-D TO FORM S-8 23-d CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 to our report dated February 22, 1995, included in Green Mountain Power Corporation's Form 11-K for the year ended December 31, 1994, and to all references to our firm included in this registration statement. /s/KITTELL, BRANAGAN & SARGENT St. Albans, Vermont April 3, 1995 EX-5 6 EXHIBIT 24-B TO FORM S-8 24-b GREEN MOUNTAIN POWER CORPORATION BOARD OF DIRECTORS November 14, 1994 ************************************************************* RESOLVED that the proper officers of the Corporation be, and each of them hereby is, authorized and directed to execute and file registration statements (S-3 and S-8), respectively, with the Securities and Exchange Commission for the sale of not more than 700,000 additional shares of the Corporation's authorized and unissued common stock par value of $3.33 1/3 per share, consisting of 500,000 shares under the Corporation's Dividend Reinvestment and Stock Purchase Plan and 200,000 shares under the Employee Savings and Investment Plan and Trust (401(k) Plan); and that the president or any vice-president of this Corporation be, and each of them hereby is, authorized and empowered to execute (each with the power to act with the others, acting as attorney- or attorneys-in-fact for this Corporation) and file with said Securities and Exchange Commission in the name and on behalf of this Corporation said registration statements and any and all amendments thereto including post-effective amendments which the president or any vice-president shall deem necessary or advisable, such approval to be evidenced conclusively by such execution and filing; and that, upon the execution thereof, by the officers of this Corporation, whose signatures thereto are required by law and by majority of the directors of this Corporation, in person or by duly authorized attorney or attorneys, the proper officers of this Corporation be, and they hereby are, authorized to cause such registration statements and amendment or amendments, including post-effective amendments, together with accompanying exhibits and any supplemental information relating to this Corporation, to be filed with the Commission and to execute and file all such instruments, make all such payments and do all such other acts and things that, in their opinion, or in the opinion of any of them, may be necessary or desirable and proper in order to effect such filings or as may be required under the Securities Act of 1933 and the rules, regulations and requirements of the Securities and Exchange Commission thereunder. RESOLVED that E. M. Norse, vice-president, chief financial officer and treasurer of this Corporation, and C. L. Dutton, vice- president and general counsel of this Corporation, be, and each of them hereby is, designated, constituted and appointed as agent of this Corporation authorized to receive on behalf of this Corporation service of all notices, orders, communications and other documents which may be issued by the Securities and Exchange Commission in connection with the aforesaid registration statements, and that there be, and hereby are, conferred upon said E. M. Norse and C. L. Dutton all of the powers which, under any rules and regulations of said Commission, may be conferred upon persons so designated. RESOLVED that the action to be taken by the officers of this Corporation to execute and file with the New York Stock Exchange on behalf of this Corporation supplemental listing applications in respect of such 700,000 additional shares of the common stock of this Corporation, and any other or supplemental documents for the purpose of effecting the listing of said additional shares of common stock on said Exchange be, and hereby is, authorized; and that the chairman of the board, the president or any vice-president of this Corporation be, and hereby are, authorized, empowered and directed, acting for and in the name and on behalf of this Corporation, to make any and all changes in such listing applications and supplemental documents, to make such payments, to execute and file such other documents, and to take such other and further steps, as may be necessary or desirable in order to effect the listing of such additional shares of the common stock of this Corporation on said Exchange and to appear before said Exchange on behalf of this Corporation, if so requested. RESOLVED that, subject to the effectiveness of the aforesaid registration statements on Forms S-3 and S-8, there shall be reserved up to 700,000 shares of the authorized and unissued shares of the common stock of this Corporation. From such shares so reserved, there shall be issued and sold, from time to time, and upon payment to this Corporation of the purchase price thereof, as fixed by the terms of said Dividend Reinvestment and Stock Purchase Plan and the Employee Savings and Investment Plan and Trust (401(k) Plan), up to 700,000 additional shares of this Corporation's authorized and unissued common stock, and upon receipt of said purchase price, said shares shall be validly issued, fully paid and non-assessable shares of the common stock of this Corporation. RESOLVED that the officers of this Corporation are hereby authorized to execute and file with the Vermont Public Service Board under 30 V.S.A. 108 an application for approval to issue and sell up to 700,000 additional shares of common stock of this Corporation. RESOLVED that the authority of Chemical Bank, as transfer agent and registrar for the common stock of this Corporation and as agent for the participating shareholders under said Dividend Reinvestment and Stock Purchase Plan, heretofore granted by resolutions previously adopted by the board, be and hereby is extended to be up to 500,000 additional shares of common stock of this Corporation issuable under the Dividend Reinvestment and Stock Purchase Plan and 200,000 additional shares of common stock of this Corporation issuable under the Employee Savings and Investment Plan and Trust (401(k) Plan). RESOLVED that upon written instructions of the chairman of the board or the president or any vice-president or the secretary of this Corporation, Chemical Bank, transfer agent and registrar for the common stock of this Corporation upon the authority granted by votes heretofore adopted by this board of directors be and hereby is authorized, empowered and directed to countersign for original issue, to register and to deliver certificates representing up to 700,000 shares of common stock of this Corporation in such names and for such number of shares as may be specified in such written instructions. RESOLVED that the officers of the Corporation be, and each of them hereby is, authorized to take all such action, make all such payments and execute, acknowledge, verify, deliver, file and/or publish in the name and on behalf of the Corporation and if required, under its corporate seal, attested by its secretary, any and all such applications, documents, reports, statements, issuer's covenants, votes, resolutions, consents to service of process, powers of attorney, appointments, designations, waivers of hearing and such other papers and instruments as may be required or deemed necessary or desirable in order to register, qualify or exempt, or to have registered, qualified or exempted, or to permit the sale by underwriters, brokers or dealers of up to 700,000 additional shares of common stock of the Corporation, or to register the Corporation as a dealer or broker or to exempt the Corporation from such registration, under the so-called Blue Sky Laws of the various states in which it may be necessary or advisable to have such securities registered, qualified or exempted for sale or the Corporation registered as a broker or dealer or exempted from such registration, and to take any and all such other or further action as such officers or any of them may deem necessary or appropriate in connection with any of the foregoing or in order to maintain such registration, qualification or exemption of the said 700,000 additional shares of common stock for as long as such officers or any of them deem it to be in the best interest of the Corporation. RESOLVED that the proper officers of this Corporation be, and they hereby are, authorized to take any and all necessary or advisable action with respect to the foregoing resolutions, including the execution and filing of any amendment or amendments, including post-effective amendments, to the registration statements, and all other action necessary or advisable before the Securities and Exchange Commission. RESOLVED that the chairman of the board, the president or any vice- president or any other proper officer of this Corporation be, and each of them hereby is, authorized and empowered, acting for, in the name on behalf of this Corporation, to make, execute, acknowledge, verify, issue and deliver all such applications, agreements, documents, instruments and certifications with the corporate seal of the Corporation affixed thereto and attested by the secretary or assistant secretary of the Corporation or unattested or without such seal and to do or cause to be done all such acts and things, and to take all such steps, and to make all such payments and remittances as may in each case, be, in the opinion of the officer taking such action (such opinion to be conclusively evidenced by the taking of such action by such officer), necessary or desirable in order to carry out the fullest intent and purposes of the foregoing resolutions. ************************************************************* I, the undersigned, hereby certify that I am corporate secretary of Green Mountain Power Corporation, a Vermont corporation; and that the foregoing is a true, correct and complete copy of certain resolutions duly adopted by the Board of Directors of said company. I further certify that said vote has not been amended or revoked and that the same is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and have affixed the corporate seal of said company this 12th day of January, 1995. /s/ Donna S. Laffan Donna S. Laffan Corporate Secretary Green Mountain Power Corporation EX-6 7 EXHIBIT 24-D TO FORM S-8 24-d GREEN MOUNTAIN POWER CORPORATION RETIREMENT BOARD CONSENT We, the undersigned, as members of the Retirement Board of Green Mountain Power Corporation, do hereby consent as of the date hereof, to the adoption of the following resolution, and do consent to and approve the same as the action of the Retirement Board of Green Mountain Power Corporation without a meeting thereof. RESOLVED that the Board authorizes the appointment of Michael H. Lipson, Esq. and Christopher L. Dutton, Esq., of the Corporation to act as true and lawful attorneys-in-fact for the execution of all documents and acts as required to secure the issuance of 200,000 additional shares of common stock pursuant to the Green Mountain Power Corporation Employee Savings and Investment Plan and Trust (401(k) Plan). Dated January 20, 1995 /s/ Glenn J. Purcell Glenn J. Purcell /s/ Edwin M. Norse Edwin M. Norse /s/ Walter S. Oakes Walter S. Oakes /s/ Marshall H. Hall Marshall H. Hall I, the undersigned, hereby certify that I am the Secretary of Green Mountain Power Corporation, a Vermont corporation; and that the following is a true, correct and complete copy of certain resolutions duly adopted by the Retirement Board of said company. I further certify that said vote has not been amended or revoked and that the same is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and have affixed the corporate seal of said company this 29th day of March, 1995. /s/ Donna S. Laffan Donna S. Laffan Secretary Green Mountain Power Corporation EX-7 8 EXHIBIT 99-A TO FORM S-8 99-a Amendment No. 94-1 To the Employee Savings and Investment Plan and Trust (401(k) Plan) of Green Mountain Power Corporation, As Amended And Restated Effective January 1, 1989 Effective on July 1994, a new Section 9.10, captioned, Compliance With Qualified Domestic Relations Orders, to read as follows: ************ 9.10 Compliance With Qualified Domestic Relations Orders Notwithstanding any limitation expressed in the preceding paragraphs of this Article, or elsewhere in this Plan (other than in paragraph 10.4), the Retirement Board may make payment from the participant's Total Account to comply with the terms of a Qualified Domestic Relations Order. ************ In witness whereof, the Company has caused this Amendment to be executed by its duly elected officer this 11th day of July, 1994. GREEN MOUNTAIN POWER CORPORATION By: /s/D. G. Hyde Its: President and CEO Attest: /s/Donna S. Laffan Witness (seal) (Board of Directors: 7/8/94) Amendment No. 93-2 Green Mountain Power Corporation Employee Savings and Investment Plan and Trust (401(k) Plan) As Amended And Restated Effective January 1, 1989 1. Effective on January 1, 1994, the third (3d) paragraph of Section 1.11 of the 401(k) Plan shall be amended to provide as follows: * * * * * * 1.11 Compensation In no event shall a Participant's Compensation taken into account under the Plan for any Plan Year after 1993, exceed [$200,000] $150,000 ($200,000 prior to Plan Year 1994) (or such other amount as the Secretary of the Treasury may determine for such Plan Year under Section 401(a)(17) of the Code)[.], provided that benefits accrued under the terms of the Plan prior to January 1, 1994 shall not be affected by such change. 2. Effective on January 1, 1994, Sections 9.4 and 10.4 of the 401(k) Plan each shall be amended to provide as follows: 9.4 Taxes A Participant who makes a withdrawal may be subject to Federal and State income taxes and applicable penalty taxes for early distributions unless the distribution qualifies for an exemption from such tax[.] , and such a withdrawal may be subject to the provisions of Section 10.4(b) 10.4 Notice to Payees (a) At the time a Participant or Beneficiary makes application for benefits, the Retirement Board shall furnish the individual with a written notice of distribution. The notice shall include a general description of the terms and conditions of the benefits available to the individual and the anticipated date of distribution of such benefits. (b) This subsection applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the plan to the contrary that would otherwise limit a participant's election hereunder, a participant may elect, at the time and in the manner prescribed by the Retirement Board, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the participant in a direct rollover. (c) For the purpose of subsection (b), the following definitions shall apply: Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the participant, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the participant or the joint lives (or joint life expectancies) of the participant and the participant's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). Eligible retirement plan: An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the Code, that accepts the participant's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. Participant: A participant (for purposes solely of subsection (b) herein, includes an employee or former employee. In addition, the employee's or former employee's surviving spouse and the employee's or former employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are participants with regard to the interests of the spouse or former spouse. Direct rollover: A direct rollover is a payment by the plan to the eligible retirement plan specified by the participant. (d) The Retirement Board shall notify all individuals who receive lump sum distributions from the Plan of the availability of the tax-free rollover of such distribution to an Individual Retirement Account (IRA) and the possible availability of favorable tax treatment in accordance with applicable law. 3. Effective April 1, 1994, Sections 6.2(c), 6.4 and 9.7(c) shall be amended to provide as follows: 6.2 Investment Election * * * * * (c) Notwithstanding the foregoing, Employer Matching Contributions shall be invested initially [solely] in Fund A[.], provided that, a participant shall have the right thereafter to elect to reallocate such contributions to other investments in accordance with Section 6.4. 6.4 Transfer Between Funds Subject to rules adopted by the Retirement Board that impose limitations upon a Participant who is an "officer" within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and regulations thereunder, as amended from time to time, a Participant may elect, effective as of any January 1, April 1, July 1 or October 1 or more frequently in accordance with rules adopted by the Retirement Board subsequent to his or her initial participation in the Plan, to reallocate, in 10% increments, any portion of his or her Total Account (except the Loan Fund [and Employer Matching Contribution Account]) among the investment funds, provided the Participant notifies the Employer in writing at least 30 days in advance or such shorter period of time which may be permitted on a uniform and non-discriminatory basis. Such election was limited to January 1 of each year prior to 1992. 9.7 Loan Fund * * * * * (c) Loan repayments to the Before-Tax Contribution Account, the Employer Matching Contribution Account and the Rollover Account shall be allocated among the investment funds in the same percentage as the individual's most recent investment election in effect under the Plan. [Loan repayments to the Employer Matching Contribution Account shall be invested in Fund A.] In witness whereof, the Company has caused this Amendment to be executed by its duly elected officer this 14th day of December, 1993. GREEN MOUNTAIN POWER CORPORATION By:/ s/Douglas G. Hyde Its: President & Chief Executive Officer Attest: /s/C. L. Dutton Witness (seal) (Board of Directors: 12/8/93) Amendment No. 93-1 Employees' Savings and Investment Plan and Trust (401(k)) of Green Mountain Power Corporation As Amended And Restated Effective January 1, 1989 WHEREAS, Green Mountain Power Corporation, a Vermont corporation (hereinafter referred to as the "Company") maintains the Employees' Savings and Investment Plan and Trust (401(k) Plan) of Green Mountain Power Corporation (hereinafter referred to as the "Plan") for the exclusive benefit of its eligible employees and their beneficiaries; and WHEREAS, the Company may amend the Plan from time to time as provided in Section 13.1; and WHEREAS, the Company desires to modify the provisions of the Plan relative to the employer matching portions of the employees' contribution; NOW, THEREFORE, in consideration of the foregoing, Section 1.4 of the Plan is hereby amended as follows effective March 10, 1993: 1.4 Before-Tax Contribution Before-Tax Contribution means a contribution to the Trust Fund made on behalf of a Participant pursuant to Section 4.1 which is not included in the Participant's gross income for Federal income tax purposes for the year in which such contribution was made. The first 6% (5% prior to April 1, 1993) of Compensation for a payroll period contributed on the Participant's behalf under a Salary Deferral Agreement shall be known as the Participant's Basic Before-Tax Contributions and shall be contributed to the Participant's Before-Tax Contribution Account. Contributions made on the Participant's behalf under a Salary Deferral Agreement in excess of 6% (5% prior to April 1, 1993) of Compensation to a maximum of 15% of Compensation shall be known as the Participant's Supplemental Before-Tax Contributions and shall also be contributed to the Participant's Before-Tax Contribution Account. In witness whereof, the Company has caused this Amendment to be executed by its duly elected officer this 15th day of April, 1993. GREEN MOUNTAIN POWER CORPORATION By:/ s/Douglas G. Hyde Its: Executive Vice President & COO Attest: /s/C. L. Dutton Witness (seal) (Board of Directors: 3/10/93) -----END PRIVACY-ENHANCED MESSAGE-----