AGREEMENT

 THIRTY-SECOND AGREEMENT AMENDING NEW ENGLAND POWER POOL
AGREEMENT

THIS THIRTY-SECOND AGREEMENT, dated as of the 1st day of
September, 1995, is entered into by the signatory
Participants for the amendment by them of the New England
Power Pool Agreement dated as of September 1, 1971 (the
"NEPOOL Agreement"), as previously amended by twenty-nine
(29) amendments, the most recent of which was dated as of
May 1, 1993; as previously proposed to be amended by a
thirtieth amendment dated as of June 1, 1993 which has been
withdrawn; and as proposed to be amended by a pending
thirty-first amendment dated as of July 1, 1995.

WHEREAS, the NEPOOL Review Committee has been reconstituted,
in response to a general invitation issued in early 1995 by
the NEPOOL Participants, to include representatives of
independent power producers ("IPPs"), power marketers, power
brokers, utility regulators, environmental groups and
others, and the Committee is currently discussing a
restructuring of NEPOOL in light of the emerging changes in
the electric utility industry;

WHEREAS, the NEPOOL Review Committee's January 1995 Phase
One Report concluded as part of the NEPOOL restructuring
that "NEPOOL membership should be open to a broad spectrum
of entities";

WHEREAS, IPPs are permitted to become Participants under
current NEPOOL provisions and the Participants are willing,
consistent with the NEPOOL Review Committee's Phase One
Report, to amend the NEPOOL Agreement also to permit power
marketers and power brokers to become Participants;.

WHEREAS, as an interim step in the restructuring of NEPOOL
the Participants are willing to amend the NEPOOL Agreement
to permit power marketers and power brokers to become
Participants now, even before the completion of the
restructuring of NEPOOL, to facilitate their participation
in bulk power transactions in New England and more directly
in the day-to-day activities of NEPOOL;

WHEREAS, certain New England utilities that have chosen so
far not to become Participants have expressed their interest
in amending language to the NEPOOL Agreement in order to
make membership in NEPOOL more desirable to them;

WHEREAS, the amendments proposed herein do not change the
voting and governance provisions of the NEPOOL Agreement;

WHEREAS, representatives of certain of the IPPs and power
marketers have expressed in NEPOOL Review Committee
discussions (1) the belief that any amendments to the NEPOOL
Agreement designed to effect the restructuring of NEPOOL
should be preceded by an amendment to the NEPOOL voting and
governance structure so that IPPs and power marketers can
participate fully and have a separate vote on all
restructuring matters placed before the NEPOOL Executive
Committee, (2) the concern that the interests of IPPs and
power marketers may not be adequately addressed in the
restructuring discussions in the NEPOOL Executive Committee
during the interim period when the terms of NEPOOL
restructuring are being discussed, and (3) the position that
the issue of whether and, if so, how to amend the definition
of the term "Entity" under Section 15.14 of the NEPOOL
Agreement to include end-users should be addressed and
resolved during the NEPOOL restructuring process;

WHEREAS, during NEPOOL Review Committee discussions, various
NEPOOL Participants have expressed (1) their belief that the
NEPOOL voting and governance structure (a) should be fair,
(b) should take into account the interests of all members
and reflect votes that are appropriately weighted in
relationship to each member's responsibilities and
obligations (i.e. transmission, generation and/or load), and
(c) should minimize the opportunities for gridlock, (2)
their desire to involve substantively the IPPs, power
marketers, power brokers, Federal and state regulators, and
any other interested entities in the restructuring effort,
but not to impede the operations of NEPOOL during the
restructuring process, and (3) the desire first to assure
the opportunity for broader membership by all entities
transacting business in the wholesale bulk power market in
New England before addressing whether and, if so, how to
involve end users in the Pool;

WHEREAS, in order to address the IPPs' and power marketers'
beliefs, concerns, positions, desires, and interests, the
Participants have invited IPPs, power marketers, and power
brokers that elect to become Participants after this Thirty-second Agreement 
is effective to select a common
representative to receive notice of all meetings of the
NEPOOL Executive Committee, NEPOOL Operations Committee, and
NEPOOL Policy Planning Committee and to attend those
meetings and act as their common spokesperson at such
meetings;

WHEREAS, those IPPs and power marketers involved in the
NEPOOL Review Committee effort which are listed in
Attachment 1 to this Thirty-Second Agreement have provided
the Participants assurances that these IPPs and power
marketers support or do not oppose acceptance of this
Thirty-Second Agreement by the Federal Energy Regulatory
Commission (the "Commission");

WHEREAS, in reliance on and subject to the assurances of the
IPPs and power marketers described in the preceding
paragraph, the Participants, IPPs and power marketers
participating in the NEPOOL Review Committee effort have
agreed that governance and voting issues relative to IPPs
and power marketers are among the priority issues identified
in the NEPOOL Review Committee's Phase One Report and that
they will continue to use their best efforts to resolve
these issues expeditiously through the NEPOOL Review
Committee; and

WHEREAS, Participants, IPPs and power marketers have also
agreed that the issue of whether and, if so, how to amend
the NEPOOL Agreement to permit membership by those not
eligible for NEPOOL membership after this Thirty-Second
Agreement becomes effective should be addressed before
completion of the NEPOOL restructuring process;

NOW THEREFORE, the signatory Participants hereby agree as
follows:

SECTION 1
AMENDMENTS TO NEPOOL AGREEMENT

1. The definition of "Entity" in Section 15.14 of the NEPOOL
Agreement, as heretofore amended, is amended to read as
follows:

Entity is any person or organization engaged in the electric
utility business (the generation and/or transmission and/or
distribution of electricity for consumption by the public,
or the purchase, as principal or broker, of electric energy
and/or capacity for resale at wholesale), whether the United
States of America or Canada or a state or province or a
political subdivision thereof or a duly established agency
of any of them, a private corporation, a partnership, an
individual, an electric cooperative or any other person or
organization recognized in law as capable of owning property
and contracting with respect thereto. No person or
organization shall be deemed to be an Entity if the
generation, transmission, or distribution of electricity by
such person or organization is primarily conducted to
provide electricity for consumption by such person or
organization or an affiliated person or organization.

2. Section 5.15 of the NEPOOL Agreement, as heretofore
amended, is amended to re-letter paragraph (h) as paragraph
(i) and by inserting the following new paragraph (h) after
present paragraph (g):

(h) The Management Committee shall have the authority, at
the time that it acts on an Entity's application pursuant to
Section 1.2 to become a Participant, to waive, conditionally
or unconditionally, compliance by such Entity with one or
more of the obligations imposed by this Agreement if the
Committee determines that such compliance would be
unnecessary or inappropriate for such Entity and the waiver
for such Entity will not impose an additional burden on
other Participants.

3. Section 5.16 of the NEPOOL Agreement, as heretofore
amended, is hereby amended to read as follows:

Each member of the Management Committee or that member's
designee shall be entitled to attend any meeting of the
Executive Committee, Operations Committee, and Policy
planning Committee and shall have a reasonable opportunity
to express views on any matter to be acted upon at the
meeting.

SECTION II
PARTICIPATION ON NEPOOL COMMITTEES

The Participants that are the signatories to this Thirty-second Agreement 
agree that they will cause their
representatives to take action in the NEPOOL Executive
Committee, the NEPOOL Operations Committee and the NEPOOL
Policy Planning Committee to authorize the IPPs, power
marketers and power brokers that become Participants
(collectively, such IPPs, power marketers, and power brokers
are hereinafter referred to as "non-utility Participants")
to designate as a group after this Thirty-Second Agreement
becomes effective, a non-voting representative for each of
the NEPOOL Executive Committee, NEPOOL Operations Committee,
and NEPOOL Policy Planning Committee. The right to designate
such representatives to the NEPOOL Executive Committee,
NEPOOL Operations Committee, and NEPOOL Policy Planning
Committee shall be in addition to, and not in lieu of, such
non-utility Participants' rights under the existing
provisions of the NEPOOL Agreement to be represented by
members on the NEPOOL Operations Committee and NEPOOL Policy
Planning Committee. If the nonutility Participants designate
a representative for the NEPOOL Executive Committee, NEPOOL
Operations Committee or NEPOOL Policy Planning Committee,
that representative shall be treated as if he or she were a
member of that Committee for purposes of notice of and
participation in Committee meetings, but shall not be
entitled to vote, and shall not be deemed a member of the
Committee for purposes of determining the number of votes
required for Committee action.

SECTION III
EFFECTIVENESS OF THE THIRTY-SECOND AGREEMENT

This Thirty-Second Agreement, and the amendments provided
for above, shall become effective on November 15, 1995, or
on such other date as the Federal Energy Regulatory
Commission shall provide that such amendments shall become
effective. 

SECTION IV
USAGE OF DEFINED TERMS

The usage in this Thirty-Second Agreement of terms which are
defined in the NEPOOL Agreement shall be deemed to be in
accordance with the definitions thereof in the NEPOOL
Agreement.

SECTION V
COUNTERPARTS

This Thirty-Second Agreement may be executed in any number
of counterparts and each executed counterpart shall have the
same force and effect as an original instrument and as if
all the parties to all the counterparts had signed the same
instrument. Any signature page of this Thirty-Second
Agreement may be detached from any counterpart of this
Thirty-Second Agreement without impairing the legal effect
of any signatures thereof, and may be attached to another
counterpart of this Thirty-Second Agreement identical in
form thereto but having attached to it one or more signature
pages.

IN WITNESS WHEREOF, each of the signatories has caused a
counterpart signature page to be executed by its duly
authorized representative, as of the 1st day of September,
1995.

COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT

DATED AS OF SEPTEMBER 1, 1995

The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments
the most recent of which was dated as of May 1, 1995, and as
proposed to be amended by a pending amendment dated as of
July 1, 1995

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Participant)
By:  /s/  Robert de R. Stein
Name:  Robert de R. Stein Title: Senior Vice President
Energy Resources & External Markets Address:  77 Grove
Street, Rutland, VT  05701-3400   

APPENDIX 1

The following independent power producers and power
marketers who are participating in the work of the NEPOOL
Review Committee have provided the Participants assurances
that they support or do not oppose acceptance of the
foregoing Agreement by the Federal Energy Regulatory
Commission:

Enron Power Marketing, Inc. 
Coastal Electric Services Corp. 
North American Energy Conservation, Inc. 
KCS Power Marketing, Inc. 
Electric Clearing House, Inc. 

Basic Info X:

Name: AGREEMENT
Type: Agreement
Date: Nov. 13, 1995
Company: CENTRAL VERMONT PUBLIC SERVICE CORP
State: Vermont

Other info:

Date:

  • May 1 , 1993
  • June 1 , 1993
  • early 1995
  • January 1995
  • November 15 , 1995
  • 1st day of September , 1995
  • SEPTEMBER 1 , 1995
  • September 1 , 1971
  • May 1 , 1995
  • July 1 , 1995

Organization:

  • New England Power Pool Agreement
  • The Management Committee
  • NEPOOL Executive Committee
  • NEPOOL Operations Committee
  • NEPOOL Policy Planning Committee
  • Senior Vice President Energy Resources
  • NEPOOL Review Committee
  • Federal Energy Regulatory Commission
  • Enron Power Marketing , Inc. Coastal Electric Services Corp. North American Energy Conservation , Inc. KCS Power Marketing , Inc. Electric Clearing House

Location:

  • New England
  • United States of America
  • Canada
  • Rutland

Person:

  • Robert de R. Stein