-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HzrCJ47nnlPvew6q1sD3of79de/R+O6qbiPetX+VrxxYTvzYHDlOfixYBWznJPuh ZPXVQRC+Uy+UAZpIYWhgwg== 0001005150-98-000363.txt : 19980416 0001005150-98-000363.hdr.sgml : 19980416 ACCESSION NUMBER: 0001005150-98-000363 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980415 FILED AS OF DATE: 19980415 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: DEF 14A SEC ACT: SEC FILE NUMBER: 001-08291 FILM NUMBER: 98593901 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 DEF 14A 1 DEFINITIVE 14A [LOGO] [GRAPHIC OMITTED] 25 GREEN MOUNTAIN DRIVE P.O. BOX 850 SOUTH BURLINGTON, VERMONT 05402 April 15, 1998 To Our Shareholders: You are cordially invited to attend the Annual Meeting of Shareholders of Green Mountain Power Corporation, which will be held at the headquarters building, 25 Green Mountain Drive, South Burlington, Vermont, on Thursday, May 21, 1998, at 10:00 a.m., EDST. The accompanying Notice of Meeting and Proxy Statement describe the matters to be acted on at the Meeting. For your convenience, a map showing the location of the corporate headquarters is printed on the reverse side of this letter. Regardless of the number of shares you own, it is important that your shares be represented at the Meeting. We hope that you will be able to attend personally and urge you to do so if it is at all possible. In any event, we ask that you sign and complete the enclosed proxy and return it to us promptly. If you are able to attend the Meeting, you may revoke the proxy at that time and vote your shares personally. If for any reason you are not able to attend the Meeting, your signed proxy will assure proper representation of your ownership interests in Green Mountain Power Corporation. We urge you to read the accompanying materials carefully before voting on the matters to be considered at the Meeting. Commencing at 9:00 a.m., prior to the Meeting, refreshments will be served. You are encouraged to arrive in sufficient time to complete registration before the Meeting convenes at 10:00 a.m. To help us to plan for the Meeting, we would appreciate your completing the enclosed reply card and returning it to us. Thank you for your continued interest in Green Mountain Power Corporation. Sincerely, CHRISTOPHER L. DUTTON President and Chief Executive Officer [GRAPHIC OMITTED] MAP [LOGO] [GRAPHIC OMITTED] 25 GREEN MOUNTAIN DRIVE P.O. BOX 850 SOUTH BURLINGTON, VERMONT 05402 NOTICE OF MEETING To the Shareholders of Green Mountain Power Corporation: Notice is hereby given that the Annual Meeting of Shareholders of Green Mountain Power Corporation will be held at the headquarters building, 25 Green Mountain Drive, South Burlington, Vermont, on Thursday, May 21, 1998, at 10:00 o'clock in the forenoon (Eastern Daylight Savings Time), for the following purposes: Item1. To elect four Class III Directors to serve until the Annual Meeting of Shareholders in 2001; and Item2. To vote on such other matters as may properly come before the Meeting and any and all adjournments thereof; all as set forth in the Proxy Statement accompanying this notice. Only holders of record of Common Stock as shown on the stock transfer books of Green Mountain Power Corporation at the close of business on March 27, 1998 will be entitled to vote at the Meeting or any adjournments thereof. By Order of the Board of Directors, DONNA S. LAFFAN Secretary Date: April 15, 1998 - -------------------------------------------------------------------------------- IMPORTANT IF YOU CANNOT BE PRESENT AND DESIRE TO HAVE YOUR STOCK VOTED AT THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. - -------------------------------------------------------------------------------- PROXY STATEMENT GREEN MOUNTAIN POWER CORPORATION 25 GREEN MOUNTAIN DRIVE P.O. BOX 850 SOUTH BURLINGTON, VERMONT 05402 ------------------ ANNUAL MEETING OF SHAREHOLDERS MAY 21, 1998 ------------------ APRIL 15, 1998 PROXY AND SOLICITATION The accompanying proxy is solicited on behalf of the Board of Directors of Green Mountain Power Corporation (the "Company") for use at the Annual Meeting of Shareholders of the Company to be held on Thursday, May 21, 1998, and at any and all adjournments thereof. This proxy statement and the accompanying form of proxy are being sent to the shareholders on or about April 15, 1998. The cost of soliciting proxies by the Board of Directors will be borne by the Company, including the charges and expenses of brokers and others for sending proxy material to beneficial owners of Common Stock. In addition to the use of the mails, proxies may be solicited by personal interview, by telephone, by telecopy or by telegraph by certain of the Company's employees without compensation therefor. The Company has retained Morrow & Co. to assist in the solicitation of proxies at an estimated cost of $5,000, plus reimbursement of reasonable out-of-pocket expenses. Shareholders who execute proxies retain the right to revoke them by notifying the Corporate Secretary by mail at the above address or in person at the Annual Meeting before they are voted. A proxy in the accompanying form when it is returned properly executed will be voted at the Annual Meeting in accordance with the instructions given, and if no instructions are given, the proxy will be voted in accordance with the recommendation of the Board of Directors. STOCK OUTSTANDING AND VOTING RIGHTS On March 27, 1998, the record date for the Annual Meeting, the Company had 5,191,415 outstanding shares of Common Stock (excluding 15,856 of such shares held by the Company as Treasury Stock), which is the only class of stock entitled to vote at the Annual Meeting. Each holder of record of Common Stock on the record date is entitled to one vote for each share of Common Stock so held. The affirmative vote by the holders of a majority of the shares represented at the Annual Meeting is required for the election of Class III Directors (Item 1 herein). Abstentions and broker non-votes (when shares are represented at the Annual Meeting by a proxy specifically conferring only limited authority to vote on particular matters) will not be counted as votes in favor of or opposed to Item 1. The shares of Common Stock represented by each properly executed proxy received by the Board of Directors will be voted at the Annual Meeting in accordance with the instructions specified therein. If no instructions are specified, such shares of Common Stock will be voted FOR the election of nominees for Class III Directors (Item 1 herein). The Board of Directors knows of no other business to come before the Annual Meeting. However, if any other matters are properly presented at the Annual Meeting, or any adjournment thereof, the persons voting the proxies will vote them in accordance with their best judgment. Any proxy may be revoked by notifying the Secretary of the Company in writing at any time prior to the voting of the proxy. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of March 27, 1998, information relating to the ownership of the Company's Common Stock by each Director, by each of the Executive Officers named in the Summary Compensation Table and by all Directors and Executive Officers as a group.
COMMON STOCK BENEFICIALLY OWNED(1) ---------------------- Nordahl L. Brue ............................... 3,003 (2) William H. Bruett ............................. 2,100 Merrill O. Burns .............................. 2,007 Lorraine E. Chickering ........................ 412 John V. Cleary ................................ 2,723 Christopher L. Dutton ......................... 2,614 (3) Richard I. Fricke ............................. 4,000 (4) Euclid A. Irving .............................. 731 Martin L. Johnson ............................. 1,306 Ruth W. Page .................................. 1,242 (5) Thomas P. Salmon .............................. 1,341 Richard B. Hieber ............................. 940 Stephen C. Terry .............................. 2,569 (6) Edwin M. Norse ................................ 2,111 Jonathan H. Winer ............................. 1,504 (7) All Directors and Executive Officers as a group (23 persons) ................................. 35,797
- ---------- (1) Each listed individual exercises sole voting and investment power over all of the shares of Common Stock beneficially owned, except as noted herein below. As of March 27, 1998, no Director, nominee or listed Executive Officer owned beneficially as much as 1% of the Company's outstanding Common Stock. (2) Mr. Brue owns 2,827 of these shares directly. The remaining 176 shares are owned by Mr. Brue's children for whom Mr. Brue serves as custodian; Mr. Brue disclaims any other beneficial interest in the 176 shares owned by his children. (3) Mr. Dutton owns 2,529 of these shares directly. The remaining 85 are owned by Mr. Dutton's children for whom Mr. Dutton's wife serves as custodian; Mr. Dutton disclaims any other beneficial interest in the 85 shares owned by his children. (4) Mr. Fricke owns 3,500 of these shares directly. His wife owns the remaining 500 of these shares; Mr. Fricke disclaims any other beneficial interest in the 500 shares owned by his wife. (5) Mrs. Page owns 1,042 of these shares directly. Her husband owns the remaining 200 of these shares; Mrs. Page disclaims any other beneficial interest in the 200 shares owned by her husband. (6) Mr. Terry owns 2,539 of these shares directly. His wife owns the remaining 30 of these shares; Mr. Terry disclaims any other beneficial interest in the 30 shares owned by his wife. (7) Mr. Winer owns 1,496 of these shares directly. The remaining 8 shares are owned by Mr. Winer's daughter for whom Mr. Winer serves as custodian; Mr. Winer disclaims any other beneficial interest in the 8 shares owned by his daughter. As of March 27, 1998, all Directors and Executive Officers of the Company as a group (consisting of 23 persons) beneficially owned an aggregate of 35,797 shares (or approximately 0.7% of the outstanding shares) of Common Stock. The Company was informed by statements filed on Schedule 13G that the investment advisor listed in the table below was the beneficial owner of 5% or more of the Company's outstanding common stock. The table sets forth information concerning such ownership as of December 31, 1997. 2
NAME AND ADDRESS AMOUNT OF OUTSTANDING % OF OUTSTANDING OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED COMMON STOCK - --------------------------------- --------------------------- ------------------ Dimensional Fund Advisors, Inc. 269,329 5.23% 1299 Ocean Avenue -- 11th Floor Santa Monica, CA 90401
Dimensional Fund Advisors, Inc. is an investment advisor and is deemed to have beneficial ownership of 269,329 shares of the Company's common stock. According to its Schedule 13G filed with the Securities and Exchange Commission on February 9, 1998, Dimensional Fund Advisors, Inc. exercises sole dispositive power over 269,329 shares, sole voting power over 228,329 shares and shared voting power over 41,000 shares. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The Company's Directors and Executive Officers are required under Section 16(a) of the Securities Exchange Act of 1934 to file reports of ownership and changes in ownership of the Company's Common Stock with the Securities and Exchange Commission and the New York Stock Exchange. Based on a review of those reports and written representations from the Directors and Executive Officers, the Company believes that during 1997 Directors and Executive Officers have complied with all requirements applicable to them. ITEM 1. ELECTION OF DIRECTORS Douglas G. Hyde, President, Chief Executive Officer and Director, resigned on August 6, 1997, to become President of Green Mountain Energy Resources L.L.C. The Company wishes to thank Mr. Hyde for his many years of service to the Company. Pursuant to the Bylaws of the Company, the Board of Directors, on August 6, 1997, appointed Christopher L. Dutton to serve as President and Chief Executive Officer, and to fill Mr. Hyde's term as Director, which expires at the 2000 Annual Meeting. The Board of Directors is divided into three classes, as nearly equal in number as possible. Each class serves three years, with the terms of office of the respective classes expiring in successive years. The term of office of Directors in Class III expires at the 1998 Annual Meeting. The Board of Directors proposes that the nominees described below, all of whom are currently serving as Class III Directors, be elected to Class III for a new term of three years and until their successors are duly elected and qualified. The Board of Directors has no reason to believe that any of the nominees will not serve if elected, but if any of them should become unavailable to serve as a Director, and if the Board of Directors designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board of Directors. Directors will be elected by a majority of the votes cast at the Annual Meeting. If elected, all nominees are expected to serve until the 2001 Annual Meeting and until their successors are duly elected and qualified. 3 The name of each nominee for Director, and the Directors continuing in office, his or her principal occupation for the previous five years, his or her other positions with the Company, and his or her age and period of service as a Director of the Company are set forth below. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED BELOW. CLASS III NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS (TERM EXPIRING IN 2001)
DIRECTOR SINCE --------- Nordahl L. Brue Chairman and Chief Executive Officer of Bruegger's 1992 Corporation (quick service restaurants) since 1997; Principal, Champlain Management Services, Inc. (real estate development and management services) from 1985 to 1997; Of Counsel, Sheehey Brue Gray & Furlong, P.C., since December 1997, Stockholder or Partner, Sheehey Brue Gray & Furlong, P.C. from 1979 to December 1997, Attorneys, Burlington, Vermont; Member of Vermont Business Roundtable and of the Gov- ernor's Council of Economic Advisors. (53) Lorraine E. Chickering President of Public Communications of Bell Atlantic 1994 Corporation since August 1997; President of Public and Operator Services of Bell Atlan- tic Corporation from 1993 to 1997; Vice President, Quality, 1993 and Vice President, Operations and Engineering of Chesapeake and Potomac Telephone Company, a subsidiary of Bell Atlantic Corpora- tion, from 1991 to 1993. (47) John V. Cleary Retired President and Chief Executive Officer of the 1980 Company; Chief Executive Officer, President and Chairman of the Executive Commit- tee of the Company from 1983 to 1993. (69) Euclid A. Irving Partner, Paul, Hastings, Janofsky & Walker, LLP, 1993 Attorneys, New York, New York, since 1990. (45)
CLASS I DIRECTORS CONTINUING IN OFFICE (TERM EXPIRING IN 1999) William H. Bruett Senior Vice President, Group Product Manager of 1986 PaineWebber, Inc. since 1990; Director of PaineWebber Trust Co. and Chairman of PaineWebber International Bank Ltd., London, subsidiaries of Paine Webber Group, Inc., since 1990. (54) Richard I. Fricke Director Emeritus of National Life Insurance Company; 1984 Director of Sentinel Group Funds, Inc. from 1977 to 1995, Chairman of those funds from 1977 to 1983; Retired Chairman of the Board of Mutual of New York from 1962 to 1977; Retired Chairman and Chief Executive Of- ficer of National Life Insurance Company from 1977 to 1987; President and Chief Executive Officer, Bank of Vermont from 1987 to 1989; Fel- low of the American Bar Foundation; Member of the Board of Over- seers, Middlebury College since 1990, of the Cornell University Council and of the Cornell Law School Advisory Council since 1970. (76)
4 Martin L. Johnson Chairman and majority owner of The Johnson Company, 1991 Inc. (environ- mental science and engineering consultants) since 1978; Secretary of the State of Vermont Agency of Environmental Conservation from 1973 to 1978. (70) Thomas P. Salmon Chairman of the Board of the Company since 1983; 1978 President of the University of Vermont from 1993 until July 1997 retirement; Interim President of the University of Vermont from 1991 to 1993; Of Counsel, Salmon and Nostrand, Attorneys, Bellows Falls, Vermont; Governor of the State of Vermont from 1973 to 1977; Member of the Governor's Council of Economic Advisors since 1991; Director of Vermont Elec- tric Power Company, Inc., of National Life Insurance Company, of Union Mutual Insurance Company, of BankNorth Group, Inc., and member of the Board of Trustees of Middlebury College. (65)
CLASS II DIRECTORS CONTINUING IN OFFICE (TERM EXPIRING IN 2000)
Merrill O. Burns Partner, Mitchell Madison Group since October 1996; 1988 Senior Vice President and Executive Corporate Development Officer, BankAmerica Corporation from 1991 to October 1996. (51) Christopher L. Dutton President, Chief Executive Officer and Chairman of 1997 the Executive Committee of the Company since August 1997; Vice President, Finance and Administration, Chief Financial Officer and Treasurer from 1995 to 1997; Vice President and General Counsel for 1993 to 1995; Vice President, General Counsel and Corporate Secretary from 1989 to 1993; Director of Vermont Yankee Nuclear Power Corporation, and of Ver- mont Electric Power Company, Inc. (49) Ruth W. Page Writer, Editor and Radio Commentator; past member of 1985 the Northeast Energy Council of the United States Department of Energy. (77)
BOARD COMPENSATION, OTHER RELATIONSHIPS, MEETINGS AND COMMITTEES COMPENSATION During 1997, each Director of the Company, except the President, earned an annual fee of $9,500 for service as a Director. In addition to the annual fee, the Chairman of the Board earned $25,415 for service as Chairman of the Board in 1997. The President was not paid any fees for service as a Director. The Chairmen of the Audit, Compensation, Governance, Special Issues and Subsidiaries Oversight Committees earned additional annual fees of $2,500 each for service in such capacity. The President, who is Chairman of the Executive Committee, was not paid any fee for service in such capacity. For attendance at meetings of the Board of Directors and of all committees of the Board, Directors, other than the President, earned $650 for each meeting attended in person (plus $350 for any meeting that occurred on the same day as another meeting) and $350 for participation by means of conference telephone. Travel and lodging expenses incurred by Directors attending Board or committee meetings are paid by the Company. The Company also maintains a Deferred Compensation Plan for Directors pursuant to which Directors may defer receipt of all or part of the fees otherwise payable to them for service as Directors plus accrued interest thereon. 5 OTHER RELATIONSHIPS Mr. Nordahl L. Brue, a Director of the Company, is of counsel to the law firm of Sheehey Brue Gray & Furlong, P.C. In prior years, the Company has retained the services of Sheehey Brue Gray & Furlong, P.C. as special counsel and has retained Sheehey Brue Gray & Furlong, P.C. to represent the Company in certain matters during 1998. The Company paid Sheehey Brue Gray & Furlong, P.C. $192,575 for legal services rendered in 1997. Mr. Martin L. Johnson, a Director of the Company, is Chairman and majority owner of The Johnson Company, Inc., an environmental science and engineering consulting firm. The Company paid The Johnson Company, Inc. $105,395 to assist with environmental matters in 1997. MEETINGS OF THE BOARD During 1997, the Board of Directors held eight regular meetings and four special meetings. During such year, no Director attended less than 78% of the aggregate number of meetings of the Board of Directors and the committees on which such Director served. COMMITTEES OF THE BOARD The Board of Directors has six standing committees: an Executive Committee, an Audit Committee, a Governance Committee, a Compensation Committee, a Special Issues Committee and a Subsidiaries Oversight Committee. Members of the Committees are appointed annually by the Board of Directors. The Executive Committee is vested with the powers of the Board of Directors in the management of the current and ordinary business of the Company, except as otherwise provided by law. The present members of the Executive Committee are Christopher L. Dutton, Chairman, William H. Bruett, Merrill O. Burns, John V. Cleary, Richard I. Fricke and Thomas P. Salmon. During 1997, the Executive Committee did not meet. The Audit Committee annually recommends to the Board of Directors the appointment of independent public accountants of the Company, reviews the scope of audits and receives, reviews and takes action deemed appropriate with respect to audit reports submitted and other audit matters. The present members of the Audit Committee are Richard I. Fricke, Chairman, William H. Bruett, Merrill O. Burns, Lorraine E. Chickering, Euclid A. Irving, Martin L. Johnson and Ruth W. Page. The Audit Committee met twice during 1997. The Governance Committee is charged with the responsibility to recommend to the Board of Directors persons selected by the Committee for nomination to the Board of Directors. The Committee also reviews the Company's organizational plans and activities to assure the development and continuity of management leadership. The present members of the Governance Committee are William H. Bruett, Chairman, Nordahl L. Brue, John V. Cleary, Christopher L. Dutton, Martin L. Johnson, Ruth W. Page and Thomas P. Salmon. The Governance Committee met six times during 1997. The Governance Committee will consider nominees recommended by shareholders. The names of any such nominees should be forwarded to the Corporate Secretary, Green Mountain Power Corporation, 25 Green Mountain Drive, P.O. Box 850, South Burlington, Vermont 05402, who will submit them to the Governance Committee for its consideration. The Compensation Committee is charged with the responsibility of reviewing and making recommendations to the Board of Directors regarding the annual salaries of Officers and incentive awards to Officers and key management personnel of the Company, recommending to the Board of Directors any needed revisions to the compensation of Officers and of otherwise assisting the Board of Directors in discharging its responsibilities in connection with the compensation of Officers. The present members of the Compensation Committee are Merrill O. Burns, Chairman, William H. Bruett, Lorraine E. Chickering, Richard I. Fricke, Euclid A. Irving and Thomas P. Salmon. The Compensation Committee met five times during 1997. 6 The Special Issues Committee addresses unusual, extraordinary or miscellaneous issues that confront the Company from time to time. The present members of the Special Issues Committee are John V. Cleary, Chairman, Nordahl L. Brue, Christopher L. Dutton, Euclid A. Irving and Thomas P. Salmon. The Special Issues Committee met once during 1997. The Subsidiaries Oversight Committee oversees the non-utility operations of the Company. The present members of the Subsidiaries Oversight Committee are Martin L. Johnson, Chairman, and Euclid A. Irving. The Subsidiaries Oversight Committee met seven times during 1997. In June 1997, the Board of Directors created an Investment Advisory Committee and charged it with the responsibility of considering investment opportunities for the Company and its subsidiaries, and reporting to the Board of Directors on such opportunities with the committee's recommendations thereon. The Investment Advisory Committee was dissolved in December 1997. The members of the Investment Advisory Committee were William H. Bruett, Chairman, Lorraine E. Chickering, John V. Cleary and Euclid A. Irving. The Investment Advisory Committee met seven times during 1997. EXECUTIVE COMPENSATION The following Summary Compensation Table shows compensation earned by the Executive Officers named in the table (the "Named Executive Officers") for services rendered to the Company during fiscal years 1997, 1996 and 1995. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION ANNUAL COMPENSATION (1) AWARDS ----------------------------------------- ------------- OTHER RESTRICTED INCENTIVE ANNUAL STOCK ALL OTHER AWARDS COMPENSATION AWARD(S) COMPENSATION NAME AND PRINCIPAL POSITION YEAR SALARY (2) (4) (3) (5) - ----------------------------------- ------ ----------- ---------- -------------- ------------- -------------- Christopher L. Dutton 1997 $160,525 $ -- $ 2,001 $ -- $5,392 President and Chief Executive 1996 $129,654 $21,340 $ 1,774 $10,670 $4,466 Officer 1995 $125,703 $19,272 $ 1,098 $ 9,636 $4,284 Richard B. Hieber 1997 $155,138 $ -- $ 186 $ -- $4,124 Senior Vice President and 1996 $ 44,615 $67,798 $10,478 $ 3,899 0 Chief Operating Officer 1995 0 0 0 0 0 Edwin M. Norse 1997 $141,039 $ -- $ 2,011 $ -- $4,564 Vice President, Chief Financial 1996 $146,865 $16,120 $ 1,932 $ 8,060 $4,900 Officer and Treasurer 1995 $139,520 $21,414 $ 1,185 $10,707 $4,623 Stephen C. Terry 1997 $138,578 $ -- $ 1,931 $ -- $4,663 Senior Vice President, 1996 $130,539 $21,494 $ 1,682 $10,747 $4,422 Corporate Development 1995 $123,476 $18,966 $ 1,023 $ 9,483 $4,154 Jonathan H. Winer 1997 $117,229 -- $ 446 $ -- $3,713 President, Mountain Energy, 1996 $100,481 $25,460 $ 531 $ 5,092 $3,176 Inc. 1995 $ 94,904 $18,750 $ 331 $ 3,750 $2,974 Douglas G. Hyde(6) 1997 $167,311 -- $ 4,671 -- $4,055 Former President and Chief 1996 $228,549 $40,326 $ 6,762 $40,326 $4,711 Executive Officer 1995 $215,754 $35,374 $ 3,888 $35,374 $5,545
7 - ---------- (1) Amounts shown include salary and incentive awards earned by the Named Executive Officers on the basis of the Company's operating results in 1995 and 1996, as well as amounts earned but deferred at the election of those officers. The Compensation Committee of the Board of Directors has not made any recommendations as of the date hereof regarding variable compensation to be awarded for 1997. The Company anticipates that no variable compensation awards will be given based on the Company's 1997 financial performance. (2) In 1994, the Company adopted the Compensation Program for Officers and Certain Key Management Personnel (the "Compensation Program"). Payments made in the last three years under the Compensation Program based on the Company's and the participants' performance in those years are set forth in the Incentive Awards column of this Summary Compensation Table. In 1996, the incentive payment for Mr. Hieber includes a signing bonus of $60,000. (3) The restricted share awards for 1995 and 1996 were made in accordance with the Company's Compensation Program and are reflected at the fair market value of such shares on the date of grant, without consideration of restrictions on such shares. No restricted share awards have yet been made for 1997, and the Company anticipates that no variable compensation awards will be given based on the Company's 1997 financial performance. See Compensation Committee Report on Executive Compensation. Regular quarterly dividends are paid on the shares and reported as part of Other Annual Compensation. At December 31, 1997, the aggregate number of shares and the value of all restricted stock holdings, based on the market value of the shares at December 31, 1997, without giving effect to the diminution of value attributed to the restrictions on such stock, of Messrs. Dutton, Hieber, Norse, Terry, Winer and Hyde, respectively, were 1,398 shares, $25,601; 172 shares, $3,150; 1,366 shares, $25,015; 1,356 shares, $24,832; 334 shares, $6,116; and 5,298 shares, $97,020. (4) The 1995, 1996 and 1997 amounts shown in this column represent dividends paid on restricted shares awarded under the Compensation Program. The 1996 total for Mr. Hieber is reimbursement of moving expenses. (5) The total amounts shown in this column for the last fiscal year consist of the following: (i) Premiums attributable to Company-owned life insurance policies: Mr. Dutton $892, Mr. Hieber $884, Mr. Norse $497, Mr. Terry $592, Mr. Winer $196, and Mr. Hyde $1,280. (ii) Company matching contributions to the Employee Savings and Investment Plan: Mr. Dutton $4,500, Mr. Hieber $3,240, Mr. Norse $4,067, Mr. Terry $4,071, Mr. Winer $3,517, and Mr. Hyde $2,775. (6) Mr. Hyde resigned from the Company effective August 6, 1997. Mr. Hyde also received credit for additional year's service, subject to the approval of the Internal Revenue Service, under the Green Mountain Power Employees' Retirement Plan in conjunction with his hiring as President of Green Mountain Energy Resources L.L.C., in which the Company has a minority interest. VARIABLE COMPENSATION PLAN AWARDS FOR 1997 PERFORMANCE As of the date hereof, the Compensation Committee of the Board of Directors has not made a formal recommendation to the Board of Directors for variable compensation awards based on 1997 performance. However, the Company anticipates that no variable compensation awards will be paid to the Named Executive Officers under the Compensation Program for 1997 based on the Company's 1997 financial performance. See Compensation Committee Report on Executive Compensation. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the Board of Directors (the "Board") is responsible for administering executive compensation plans as authorized by the Board and recommending executive compensation plans and compensation levels for the officers of the Company, including the Chief Executive Officer, to the Board for approval. The Compensation Committee is also responsible for reviewing and making recommendations to the Board regarding incentive awards pursuant to the Compensation Program for Officers and Certain Key Management Personnel. The Compensation Committee considers all executive compensation issues and makes recommendations on such issues to the full Board for approval. Set forth below is the report of the Compensation Committee describing the Company's Compensation Program and the basis upon which the 1997 compensation determinations were made. The Compensation Committee has not made any recommendations as of the date hereof regarding variable compensation to be awarded for 1997. The Company anticipates that no variable compensation awards will be given based on the Company's 1997 financial performance. 8 COMPENSATION PHILOSOPHY It is the philosophy of the Company that executive compensation should be competitive in the marketplace, aligned with corporate performance, and promote the strategic objectives of the Company. Specifically, base compensation for executives should compare favorably with organizations competing for similar talent. Variable compensation should provide an opportunity for officers and other key management personnel to share in the success of the Company by tying a portion of compensation to corporate performance results, should encourage a longer-term view by paying part of an earned variable compensation award in Common Stock that is subject to five-year restriction and forfeiture provisions, and should foster and reinforce teamwork among officers and other key management personnel. The Company's Compensation Program for Officers and Certain Key Management Personnel is designed to meet these objectives. It is comprised of two components: base salary and variable compensation, which are described below. BASE SALARY Base salaries under the Compensation Program are intended to provide a competitive rate of fixed compensation. Base salary levels are assessed by compiling and analyzing salary information from various survey sources. Survey sources include the Mercer Finance, Accounting & Legal Compensation Survey, the Watson Wyatt World Wide Top Management Report, and the Edison Electric Executive Compensation Survey. The Company selects companies from such surveys which are of a similar size or have other operating characteristics similar to the Company. The Compensation Committee believes these companies are representative of the Company's main competition for executive talent. Consequently, the compensation survey groups include companies that are different from the companies in the Edison Electric Institute 100 and the S&P 500 Composite Index used for the Performance Graph. Base salaries are intended to be managed within a plus or minus 10% range around the market mean of base salaries for similar positions, as determined from the survey analysis. The market mean and the range may or may not change from year to year depending on movement in the market and, therefore, base salaries may not be increased annually. Actual base compensation within the market range depends on internal equity, overall scope of responsibilities of the position, recruitment needs, and significant individual performance variations. The market ranges have been grouped into three organization bands (in lieu of job grades). These bands may be modified from time to time by direction of the Board or the Chief Executive Officer. These bands reflect functional similarities of the positions and their impact on the organization. The band assignments are determined on the basis of survey data and the functions of the position. During 1997, Band A consisted of the President and Chief Executive Officer; Band B consisted of Senior Vice Presidents, Vice Presidents and the General Counsel; Band C consisted of all other Executive Officers and key management personnel. VARIABLE COMPENSATION Subject to a limitation related to the dividend payout ratio, described below, each Executive Officer and other key management employees covered by the Compensation Program is eligible to earn additional compensation under the Compensation Program when the Company's performance meets or exceeds various performance objectives. The purpose of the variable compensation component is to tie compensation directly to the achievement of key corporate-wide objectives. Awards earned are paid in cash, stock grants and restricted stock grants. Each organization band has a different variable compensation opportunity with threshold, target and maximum percentage requirements, as set forth below. AWARD TABLE
VARIABLE COMPENSATION OPPORTUNITIES BAND AS A % OF BASE SALARY - ------------------------------------ --------------------------------- THRESHOLD TARGET MAXIMUM ----------- -------- -------- A . . . . . . . . . . . . . . . . . 25% 50% 75% B . . . . . . . . . . . . . . . . . 17.5% 35% 52.5% C . . . . . . . . . . . . . . . . . 12.5% 25% 37.5%
9 Corporate performance measures have been established for purposes of generating the variable compensation award. The measures used to determine variable compensation are: Return on Equity; Total Shareholder Return; Rates; Customer Satisfaction; and Reliability. These measures are expected to remain substantially the same from year-to-year. They may change, however, as the Company revisits its strategic and operational plans. Performance objectives associated with these measures are established for each fiscal year by the Compensation Committee and reviewed by the Board. After the close of each year, the Compensation Committee, with input from the Chief Executive Officer, determines the degree to which these performance objectives were accomplished to ascertain if variable compensation awards are to be paid. If the threshold level of performance is not met, an award will not be paid with respect to that specific performance measure. Individual performance may be taken into consideration in determining the final award. An award earned for Band A individuals is paid as follows: one-fourth in cash, one-fourth in stock grants and one-half in restricted stock grants. For Band B and C individuals, the award is paid one-third in cash, one-third in stock grants and one-third in restricted stock grants. COMPENSATION ACTION In April 1997, the Company's Chief Executive Officer reviewed with the Compensation Committee and the Board of Directors competitive market data for each Executive Officer position, except that of the Chief Executive Officer, together with each Executive Officer's individual performance for 1996 and objectives for 1997. Based on the foregoing, the Chief Executive Officer recommended to the Compensation Committee that base salary adjustments (averaging 2.9%) for Executive Officers be made effective May 18, 1997. Based on the Company's 1996 performance, the Chief Executive Officer also recommended to the Compensation Committee that variable compensation awards be paid to the Executive Officers. The Compensation Committee and, subsequently, the Board accepted the foregoing recommendations and the variable compensation awards for 1996 performance are reflected in the Summary Compensation Table. In August 1997, the Company underwent significant management change associated with the development and financing of Green Mountain Energy Resources L.L.C. The Chief Executive Officer resigned from the Company along with four other Executive Officers to form the management team of Green Mountain Energy Resources L.L.C., in which the Company is an investor. A new Chief Executive Officer was elected. For further discussion, see Chief Executive Officer Compensation below. In early September 1997, the new Chief Executive Officer selected an Executive Officer team. The Chief Executive Officer consulted with Stone & Webster Management Consultants, Inc. to consider appropriate base salaries for the Executive Officer positions. In mid-September 1997, Stone & Webster Management Consultants, Inc. compiled a report that summarized various industry compensation data for the Executive Officer positions. In late September 1997, the Chief Executive Officer reviewed with and recommended to the Compensation Committee, an Executive Officer team and base salaries for those positions (exclusive of the Chief Executive Officer position). The Compensation Committee and, subsequently, the Board accepted and approved the foregoing recommendations effective August 6, 1997. Variable compensation awards based on the year ended 1997 have not been determined at this time. However, the Compensation Committee anticipates that no awards will be made based on the Company's 1997 financial performance. The Company has reviewed its compensation policies and programs in light of Section 162(m) of the Internal Revenue Code and has determined that Section 162(m) will have no impact on its executive compensation program in 1997 because no Executive Officer will receive compensation for such year in excess of the $1 million threshold. CHIEF EXECUTIVE OFFICER COMPENSATION The Compensation Committee reviewed the salary of the Chief Executive Officer and compared it to salaries paid to chief executives of utility companies and of other companies of similar size. The survey analysis and performance measurements described above were used to determine the base salary 10 and the variable compensation award for the Chief Executive Officer. In April 1997, the Compensation Committee presented its report and recommendations to the Board of Directors for approval. The Board accepted the Compensation Committee's recommendations to increase the base salary of the Chief Executive Officer effective May 18, 1997, consistent with the action taken on all other officers' base compensation, and approve a variable compensation award based on 1996 performance. That award is reflected in the Summary Compensation Table. As stated above, in August 1997, Douglas G. Hyde resigned as President and Chief Executive Officer and the Board elected Christopher L. Dutton as the Company's President and Chief Executive Officer. In September 1997, the Compensation Committee reviewed a report compiled by Stone & Webster Management Consultants, Inc. that summarized various industry compensation data for the Chief Executive Officer positions. The Compensation Committee used this data to establish a base salary for the Chief Executive Officer. In October 1997, the Compensation Committee presented its report and recommendations to the Board of Directors for approval. The Board accepted and approved the Compensation Committee's recommendation to establish the base salary of the Chief Executive Officer, effective August 6, 1997. CONCLUSION The Compensation Committee believes the Company's executive compensation program appropriately aligns executive compensation to individual and corporate performance and shareholder value, is competitive with the market and is sensitive to the concerns of customers, shareholders, and other constituencies. COMPENSATION COMMITTEE - ----------------------------------------------------------- William H. Bruett Richard I. Fricke Merrill O. Burns, Chairman Euclid A. Irving Lorraine E. Chickering Thomas P. Salmon 11 PERFORMANCE GRAPH The following graph compares the total return on investment (change in stock price plus reinvested dividends) performance of the Company with that of the Edison Electric Institute (EEI) 100 as calculated by EEI and the S&P 500 Composite Index as calculated by Standard & Poor's Corporation. The EEI 100 is comprised of 96 electric utility companies. Company performance as compared to this index is used to determine a portion of awards under the Company's Compensation Program for Officers and Key Management Personnel. The comparison of total return on investment assumes $100 was invested on December 31, 1992 in each of: the Company, the EEI 100, and the S&P 500 Composite Index. The performances of the compared investments on a total return basis are quite sensitive to the market price prevailing on the date of commencement of the period that is depicted on the graph. [GRAPHIC OMITTED]
1992 1993 1994 1995 1996 1997 ($) ($) ($) ($) ($) ($) ----------- ---------- ---------- ----------- ---------- ---------- GMP 100.00 99.54 96.92 104.55 97.87 80.84 EEI 100 100.00 111.15 98.29 128.78 130.32 165.99 S&P 500 100.00 110.03 111.53 153.28 188.48 251.35
12 PENSION PLAN INFORMATION AND OTHER BENEFITS PENSION PLAN INFORMATION The following table shows annual pension benefits payable pursuant to the Employees' Retirement Plan of Green Mountain Power Corporation (the "Retirement Plan") to all covered employees, including Executive Officers, upon retirement at age 65, in various compensation and years-of-service classifications, assuming the election of a retirement allowance payable as a life annuity. The retirement benefits in connection with the separate life insurance plan referred to below are in addition to those described in the following table. PENSION PLAN TABLE
ANNUAL AVERAGE BASE COMPENSATION IN 3 ESTIMATED ANNUAL RETIREMENT BENEFITS CONSECUTIVE HIGHEST AT NORMAL RETIREMENT AGE OF 65 YEARS PAID YEARS OUT OF LAST CREDITED YEARS OF SERVICE* 10 YEARS PRECEDING ------------------------------------------------------------------------ RETIREMENT 15 20 25 30 35 & OVER - ------------------------ ------------ ------------ ------------ ------------ ------------ ($) ($) ($) ($) ($) ($) 80,000 ................. 16,995 22,660 28,325 33,990 39,655 100,000 ................ 21,795 29,060 36,325 43,590 50,855 120,000 ................ 26,595 35,460 44,325 53,190 62,055 140,000 ................ 31,395 41,860 52,325 62,790 73,255 160,000** .............. 36,195 48,260 60,325 72,390 84,455
- ---------- * Credited years of service (including service credited with other companies), as of December 31, 1997, for each of the following Executive Officers were as follows: C. L. Dutton 12.8 years; R. B. Hieber 35.0 years (subject to actuarial review and Retirement Board approval); E. M. Norse 26.7 years; S. C. Terry 11.8 years; and J. H. Winer 13.5 years. Credited years of service as of his resignation date for D. G. Hyde was 19.5 years and, subject to Internal Revenue Service approval, Mr. Hyde may be credited with 8.0 additional years of service. ** Compensation cap for 1995 and 1996 is $150,000; and for 1997 is $160,000. All employees, including Executive Officers of the Company, are covered by the Company's Retirement Plan if they have been employed for more than one year. The Retirement Plan is a defined benefit plan providing for normal retirement at age 65. Early retirement may be taken commencing with the first of any month following the attainment of age 55, provided at least ten years of continuous service have been completed. For employees with at least 10 years of continuous service, the accrued benefits are reduced as follows if retirement occurs prior to age 60: AGE AT RETIREMENT REDUCTION OF BENEFITS ------------------- ---------------------- 59 8% 58 16% 57 23% 56 30% 55 37% For employees with at least five but less than 10 years of continuous service who commence benefits before age 65, benefits are actuarially reduced. If retirement occurs after age 60 and completion of at least 10 years of credited service, the full accrued benefit is payable. The Company amended the Retirement Plan to allow the full accrued benefit to be payable after age 60 with 10 years of credited service, while maintaining the 37% reduction at age 55, effective for members of the collective bargaining unit on January 1, 1996 and on June 1, 1996 for non-bargaining unit employees. Retirement benefits are not subject to any deductions for Social Security or other offset amounts. Retirement benefits are based on final average base compensation and length of service. Final average base compensation is the average of the compensation (limited to base salary for Executive Officers, which is shown in the Salary column of the Summary Compensation Table for the Named 13 Executive Officers, and straight-time payroll wages for other employees) for the three consecutive highest years out of the final 10 years of employment. The normal retirement benefit is equal to 1.1% of the final average base compensation up to $160,000 plus 1.6% of final average base compensation over covered compensation multiplied by each year of credited service up to 35 years. OTHER BENEFITS Executive Officers and key management personnel of the Company, including the Named Executive Officers, participate in a separate supplemental retirement plan. The plan provides retirement and survivors' benefits for a period of fifteen years following retirement as a supplement to the Company's Retirement Plan in an amount equal to 44% of final salary for the most senior Executive Officer (President and Chief Executive Officer), 33% of final salary for the next most senior Executive Officers (Senior Vice Presidents, Vice Presidents, the General Counsel and the President of Mountain Energy, Inc.), and 22% of final salary of the third most senior Executive Officers and key management personnel (Assistant Vice Presidents, Assistant Treasurer, Controller, General Manager Administrative Services). The retirement benefits are partially covered by life insurance coverage obtained by the Company (see below). The cost of the supplemental retirement plan cannot be properly allocated or determined for any one plan participant because of the overall retirement plan assumptions. The Company is recording the estimated cost of this supplemental retirement plan on a current basis and the income from life insurance coverage as it is earned. Executive Officers and key management personnel of the Company, including the Named Executive Officers, participate in a related life insurance plan. Under this plan, the Company has purchased insurance on the lives of the Executive Officers and key management personnel to provide preretirement life insurance benefits to them in an amount equal to four times salary for the most senior Executive Officer, three times salary for the next most senior Executive Officers, and two times salary for the third most senior Executive Officers and key management personnel. The life insurance benefits are designed so that the Company does not expect to incur any significant net expense in providing the preretirement insurance plan. The life insurance policies also are intended to cover in part the supplemental retirement benefits described above. The Company has adopted a Deferred Compensation Plan pursuant to which Executive Officers and key management personnel may elect to defer a portion of their salaries. Amounts deferred are credited to a separate account for each participant. The balance in a participant's account, plus accrued interest, will be paid to him or her or his or her beneficiary according to their election form. The Company has entered into severance contracts with 12 of its Executive Officers and key management personnel, including the Named Executive Officers, under which the Company has certain obligations to each affected Executive Officer if there is a change in control of the Company (as defined below), and if the Executive Officer's employment is involuntarily terminated without cause or is voluntarily terminated by the Executive Officer with good reason (as defined below) within two years after such change in control. The severance contracts provide for payments of either 1.0 or 2.99 times the base salaries of the affected Executive Officers, for continuation of health, medical and other insurance programs for such Executive Officers for twenty-four months after the termination of employment of such Executive Officers following a "change in control" of the Company and for payment of an amount equal to the actuarial value of up to twenty-four additional months of credited service under the Company's Retirement Plan after such termination. A "change in control of the Company" will be deemed to have occurred under the severance contracts when a person secures the beneficial ownership of 25% or more of the voting power of the Company's then outstanding securities, when there has been a change in the majority of members serving on the Board of Directors for two consecutive years which has not been approved by the directors in office at the beginning of such period or when the Company's shareholders approve a merger or consolidation of the Company with another corporation where the outstanding voting securities of the Company do not continue to represent at least 80% of the combined voting power of the Company or the surviving entity. Under the severance contracts, the Board of Directors has limited discretion to determine whether a change of control of the Company has, in fact, taken place. An Executive Officer may terminate his or her employment "with good reason" following 14 a change in control if the Executive Officer is assigned duties inconsistent with his or her responsibilities before the change in control occurred, if the Company's headquarters are relocated more than 50 miles from the present location, if the Executive Officer is required to relocate more than 50 miles from his or her present location, if the Executive Officer's compensation or benefits are reduced or adversely affected (other than as part of an overall adjustment of executive compensation or benefits) or if the Company does not obtain an agreement from its successor to perform under the severance contracts. RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors on December 8, 1997 appointed the firm of Arthur Andersen LLP to serve as independent certified public accountants for the calendar year 1998. The appointment was made upon the recommendation of the Audit Committee. Arthur Andersen LLP has served the Company in this capacity continuously since 1988. Representatives of the firm are expected to attend the Annual Meeting to make statements if they desire and to respond to appropriate questions. SHAREHOLDER PROPOSALS The 1999 Annual Meeting of Shareholders is tentatively scheduled to be held on or about May 20, 1999. Proposals of Shareholders intended to be presented at the meeting must be received by the Secretary of the Company on or before December 16, 1998, to be included in the proxy materials for the Company's 1999 Annual Meeting. DISCRETIONARY AUTHORITY While the Notice of Annual Meeting of Shareholders refers to such other matters as may properly come before the Meeting, the only matters which Management intends to present or knows will be presented at the Meeting are those matters set forth in the Notice of the Meeting. However, the enclosed proxy gives discretionary authority to the persons named therein to act in accordance with their best judgment in the event any additional matters should be presented at the Meeting. By Order of the Board of Directors DONNA S. LAFFAN Secretary South Burlington, Vermont April 15, 1998 15 P R O X Y THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS GREEN MOUNTAIN POWER CORPORATION 25 GREEN MOUNTAIN DRIVE SOUTH BURLINGTON, VERMONT 05403 The undersigned hereby appoints Christopher L. Dutton, Richard B. Hieber, and Donna S. Laffan as Proxies, each with the power to appoint a substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of Common Stock of Green Mountain Power Corporation held of record by the undersigned on March 27, 1998, at the Annual Meeting of Shareholders to be held on May 21, 1998, or any adjournment thereof. (CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE) PLEASE MARK YOUR CHOICES X LIKE THIS This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder or absent instruction will be vote FOR item 1. Unless authority to vote for any director is withheld, authority to vote for such nominee will be deemed granted. ITEM 1 -- Election of the following nominees as Directors: Class III: Nordahl L. Brue, Lorraine E. Chickering, John V. Cleary, Euclid A. Irving, to serve until the 2001 Annual Meeting. WITHHELD Withheld for the following nominee(s) only; print name(s) FOR FOR ALL - -------------------------------------------------------------------------------- [ ] [ ] ITEM 2 -- To vote on such other matters as may properly come before the Annual Meeting and any and all adjournments thereof. Management of no other matters to be brought before the Annual Meeting; however, the persons named as proxy holders or their substitutes will vote in accordance with their best judgment if any other matters are properly brought before the Annual Meeting.
Signature(s) ______________________________ Date___________________________ NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. P R O X Y UMB BANK AS TRUSTEE UNDER THE GREEN MOUNTAIN POWER CORPORATION ESIP PLAN THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING ON MAY 21, 1998. The undersigned hereby appoints Christopher L. Dutton, Richard B. Hieber and Donna S. Laffan as Proxies, each with the power to appoint a substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of Common Stock of Green Mountain Power Corporation held of record by the undersigned on March 27, 1998, at the Annual Meeting of Shareholders to be held on May 21, 1998, or any adjournment thereof.
WITHHELD FOR FOR ALL ----- --------- ITEM 1 -- Election of the following nominees as Directors: [ ] [ ] Class III: Nordahl L. Brue, Lorraine E. Chickering, John V. Cleary, Euclid A. Irving, to serve until the 2001 Annual Meeting. Withheld for the following nominees(s) only; print names: - ---------------------------------------------------------------- ITEM 2 -- To vote on such other matters as may properly come before the meeting and any and all adjournments thereof. (TO BE SIGNED ON OTHER SIDE)
Management knows of no other matters to be brought before the Annual Meeting; however, the persons named as proxy holders or their substitutes will vote in accordance with their best judgment if any other matters are properly brought before the Annual Meeting. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder or absent instruction will be voted FOR Item 1. Unless authority to vote for any director nominee is withheld, authority to vote for such nominee will be deemed granted. PLEASE SIGN HERE ----------------------------------- SIGNATURE ----------------------------------- SIGNATURE Please sign exactly as name appears. If shares are held jointly, any one of the joint owners may sign, Attorneys-in-fact, executors, administrators, trustees,guardians or corporation officers should indicate the capacity in which they are signing. PLEASE SIGN, DATE, AND MAIL THIS PROXY PROMPTLY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. DATE: 1998 ----------------------------------, NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES -------------- -------------- -------------- -------------- -------------- -------------- -------------- BUSINESS REPLY MAIL FIRST CLASS MAIL PERMIT NO. 286 SO. BURLINGTON, VT POSTAGE WILL BE PAID BY ADDRESSEE -------------- -------------- -------------- -------------- KIM L. JOHNSON GREEN MOUNTAIN POWER CORPORATION P.O. BOX 850 BURLINGTON, VT 05402-9917 - --- You are invited to join us on May 21, 1998 for Green Mountain Power Corporation's Annual Meeting of Shareholders. Each shareholder is welcome to bring a guest. Please complete and return this card ONLY IF YOU PLAN TO ATTEND. The return of this card is not required for attendance at the meeting, but it will assist us in making the appropriate arrangements. Refreshments will be served prior to the Meeting. ------------------------------------------------------------------ Your Name (Please Print) ------------------------------------------------------------------ Spouse (Please Print) ------------------------------------------------------------------ Guest (Please Print) ------------------------------------------------------------------ Guest (Please Print) *PLEASE RETURN BY MAY 12, 1998. THANK YOU. - --- -----END PRIVACY-ENHANCED MESSAGE-----