DIRECTORS DEFERRED COMPENSATION PLAN

 CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                     DIRECTORS DEFERRED COMPENSATION PLAN

                                ARTICLE I

                                 PURPOSE

The purpose of this plan is to permit Directors of Central Vermont Public
Service Corporation and subsidiary companies an opportunity to defer receipt
of salary, bonus or incentive payments; and to enable to Corporation to
attract and retain outstanding individuals to function as Directors.

                                ARTICLE II
                                DEFINITIONS

When used herein the following terms have the meanings indicated unless a
different meaning is clearly required by the context.

     1.  "Administrator": The person, persons, or committee appointed by the
Board of Directors of the Corporation to administer this Plan.

     2.  "Corporation":  Central Vermont Public Service Corporation and
subsidiary companies, and its corporate successors.

     3.  "Deferred Compensation Agreement":  Written agreement between the
Corporation and a Participant in substantially the form attached hereto as
Exhibit A and made a part hereof.

     4.  "Designated Beneficiary":  One or more beneficiaries, as designated
in writing to the administrator, to whom payments otherwise due to or for the
benefit of a Participant are to be made in the event of the Participant's
death.  If no written designation is made by a Participant, or if the
beneficiary is not in existence at the Participant's death, or if the
beneficiary predeceases the Participant, the Participant is deemed to have
designated his estate as beneficiary.

     5.  "Director":  A person who has been elected to such a position by the
Board of Directors of the Corporation.

     6.  "Normal Retirement":  Retirement as an Director from the Corporation
on or after the later of attainment of sixty-five (65) and the completion of
five (5) years of Plan participation.

     7.  "Normal Retirement Date":  The first day of the month coinciding with
or next following the date on which a Participant first meets the requirement
for Normal Retirement.

     8.  "Participant":  An Director who is or hereafter becomes eligible to
participate in the Plan and does participate by electing, in the manner
specified herein, to defer compensation pursuant to the Plan.

     9.  "Participant's Account":  The Participant's Account shall be the
amount deferred by the Participant pursuant to the Deferred Compensation
Agreement, Exhibit A, plus interest as determined by the Administrator in
accordance with the table attached hereto as Exhibit B.  However, the
Participant understands and accepts that the present value of the Plan cost to
the Corporation shall remain less than zero and that all risks of change in
the credited interest rate used, mortality and tax law changes are to be
assumed by the Participant.  This may result in additional Plan deferrals
which will be reflected in the balance of the Participant's Account.

     10.  "Plan":  The Deferred Compensation Plan for Directors of Central
Vermont Public Service Corporation contained herein, and as may be amended
from time to time hereafter.

     11.  "Plan Year":  A twelve month period commencing January 1 and ending
the following December 31 with the first Plan year commencing January 1, 1990.

     12.  "Termination":  When an Director's service with Corporaton
terminates or is terminated for any reason.

                                ARTICLE III

                        ELIGIBILITY AND PARTICIPATION

     1.  Eligibility.

     Any Director of the Corporation

     2.  Participation.

     An eligible Director participates in the Plan by irrevocably electing, in
the manner specified herein, to defer a predetermined amount for each year for
five (5) consecutive Plan Years.

                               ARTICLE IV

                          RETIREMENT BENEFITS

1.  Normal Retirement Benefit.

     (a)  Upon retirement as an Director of the Corporation on or after his
Normal Retirement Date, a Participant shall become entitled to his/her Normal
Retirement Benefit.  This Normal Retirement Benefit shall be determined by the
amount in the Participant's Account as of the date of retirement and shall be
paid out in the form of a level fifteen (15) year annuity certain, payable in
one hundred eighty (180) equal monthly installments.  For purposes of
establishing the retirement annuity the fixed monthly payments will be based
upon the account value at the date of retirement, with interest computed in
the future based on the 60 months interest credited to your account prior to
retirement.  Payment of the Normal Retirement Benefit commences on the first
day of the first month after the Participant's Normal Retirement Date and
continues on the first day of each month thereafter until one hundred eighty
(180) monthly payments have been made.

                               ARTICLE V

                           SURVIVOR BENEFITS
  
     1.  Events.  The Company will pay to a Participant's Designated
Beneficiary a Survivor Benefit as defined in this Article V in the event a
Participant's death occurs as follows:

     (a)  while serving as an Director of the Corporation and while a
Participant under the Plan;

     (b)  after becoming entitled to a Retirement Benefit under Article IV
hereof, but prior to commencement of payment of such benefit; or 

     (c)  after annuity benefits have commenced, but prior to the completion
of one hundred eighty (180)monthly benefit payments.

     2.  Amount. The amount of Survivor Benefit pursuant to this Article V
will be determined as follows:

     (a)  The Survivor Benefit will be equal to the value of the Participant's
Account as of the date of death plus interest determined in the same manner as
Normal Retirement Benefit pursuant to Article IV-1(a) if the Participant's
death occurs while serving as an Director of the Corporation and while a
Participant under the Plan.

     (b)  The Survivor Benefit will be equal to the continuation of the
monthly benefit payable to the Participant if the Participant's death occurs
after benefit payments have commenced to him/her.

     3.  Duration. Payment of the Survivor Benefit to a Designated Beneficiary
pursuant to this Article V commences on the first day of the month following
the death of a Participant and continues on the first day of each month
thereafter until a total of one hundred eighty (180) monthly payments have
been made to the Participant or this Designated Beneficiary.

                                ARTICLE VI

                               TERMINATIONS

In the event a Participant's relationship as an Director of the Corporation
terminates for any reason other than death, Early Retirement or Normal
Retirement, the Participant will have his/her account paid as follows:

     (i)  If the Participant's Account is under $25,000, it shall be paid
within thirty (30) days of the date of termination;

     (ii) If the Participant's Account is over $25,000, it shall be paid in
one hundred eighty (180) monthly installments commencing at the time early
retirement benefits would have been paid had he/she continued to be employed
by the Corporation as an annuity based on an interest rate equal to the
interest rate credited to the Account for the five (5) years prior to the
early retirement date.

                                ARTICLE VII

                         AMENDMENT AND TERMINATION

The Corporation reserves the right, at any time or from time to time, by
action of its Board of Directors, to modify or amend in whole or in part any
or all provisions of the Plan.  In addition, the Corporation reserves the
right by action of its Board of Directors to terminate the Plan in whole or in
part.  Such termination shall not affect the amount in the Participant's
Account as of the date of such modification, amendment or termination.  In
addition, such modification, amendment or termination shall not affect the
Deferred Compensation Agreements under which benefit payments had commenced
prior to such modification, amendment or termination of the Plan.  Should such
modification, amendment or termination occur during the 5-year deferral
period, Participant is released from obligation to continue deferrals.

                               ARTICLE IX

                              MISCELLANEOUS

     1.  Suicide.  Except as hereafter provided no benefit will be payable
under the Plan to a Participant or his Designated Beneficiary in the event the
Participant dies as a result of suicide with twenty-four (24) months of
entering this Plan.  In the event of such suicide, the Participant's
Designated Beneficiary will receive within a reasonable period of time a lump
sum equal to the actual amounts deferred by the Participant under the Plan.

     2. Non-Alienation of Benefits.  No right or benefit under the Plan shall
be subject to anticipation, alienation, sale, assignment, pledge, encumbrance
or charge, and any attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right or benefit under this Plan shall be void.

     3.  No Trust Created.  The obligations of the Corporation to make
payments hereunder shall constitute a liability of the Corporation to a
Participant.  Such payments shall be made from the general funds of the
Corporation, and the Corporation shall not be required to establish or
maintain any special or separate fund, or purchase or acquire life insurance
on Participant's life, or other wise to segregate assets to assure that such
payment shall be made, and neither a Participant, his estate nor Designated
Beneficiary shall have any interest in any particular asset of the Corporation
by reason of its obligations hereunder. Nothing contained in the Plan shall
create or be construed as creating a trust of any kind or other fiduciary
relationship between the Corporation and a Participant or any other person.

     4.  No employment Agreement.  Neither the execution of this Plan nor any
action taken by the Corporation pursuant to this Plan shall be held or
construed to confer on a Participant any legal right to be continued as an
Director of the Corporation nor restrict the right of any Participant to
terminate his role as an Director of the Corporation.

     5.  Designation of Beneficiary.  Participants shall file with the
Corporation a notice in writing designating one or more Designated
Beneficiaries to whom payments otherwise due to or for the benefit of the
Participant hereunder shall be made in the event of his death prior to the
complete payment of such benefit.  Participants shall have the right to change
the beneficiary or beneficiaries so designated from time-to-time provided;
however, that any change shall not become effective until received in writing
by the Administrator.

     6.  Claims for Benefits.  Each Participant or Designated Beneficiary must
claim any benefit to which entitled under this Plan by a written notification
to the Administrator.  If a claim is denied, it must be denied within a
reasonable period of time, and be contained in a written notice stating the
following:  the specific reason for the denial; specific reference to the Plan
provision on which the denial is based; description of additional information
necessary for the claimant to present his claim, if any, and an explanation of
why such material is necessary.  

     The claimant will have sixty (60) days to request a review of the denial
by the Administrator, which will provide a full and fair review.  The request
for review must be in writing delivered to the Administrator.  The claimant
may review pertinent documents, and he may submit issues and comments in
writing.

     The decision by the Administrator with respect to the review must be
given withing sixty (60) days after receipt of the request, unless special
circumstances require an extension (such as for hearing).  In no event shall
the decision be delayed beyond one hundred twenty (120) days after receipt of
the request for review.  The decision shall be written in a manner calculated
to be understood by the claimant, and it shall include specific reasons and
refer to specific Plan provisions to its effect.

     7.  Binding Effect.  Obligations incurred by the Corporation pursuant to
this Plan shall be binding upon and insure to the benefit of the Corporation,
its successors and assigns, and the Participant and the beneficiary or
beneficiaries designated pursuant to Section 5 of this Article IX.

     8.  Reorganization of the Company.  The Company agrees that it will not
merge or consolidate with any other company, business, corporation,
partnership, or organization, and/or that it will not permit any of its
activities to be taken over unless and until the succeeding or continuing
corporation expressly assumes all rights, duties, privileges and obligations
herein set forth.  With regard to a default with respect to this provision,
the Participant or Beneficiary shall have a continuing lien on all corporate
assets, including transferred assets, until the Company's obligations herein
are completely and totally fulfilled. In the event the Participant incurs
litigation costs in imposting, enforcing, and collecting on said lien, those
costs, including, but not limited to attorneys fees, shall be paid by the
Company.  The Company will papy to the Participant any taxes the Participant
may incur on account of the Company, or its successor's default and the
Participant's benefit will be reduced by the actuarial equivalent value of the
taxes paid.

     11.  Arbitration:  In the event of any dispute arising between the
parties of this Agreement, the parties agree that such controversy shall be
settled by arbitration, in accordance with the rules of the American
Arbitration Association.  One arbitrator shall be neamed by each party
involved in the dispute, with an additional arbitrator named by the
arbitrators so chosen.  All costs arising from said arbitration shall be borne
by the Company.

     9.  Entire Plan.  This document, and any amendments, contains all the
terms and provisions of the Plan and shall constitute the entire Plan, any
other alleged terms or provisions being of no effect.

     10.  Invalid Provisions.  Should any clause, sentence or paragraph of
this Agreement be judicially declared invalid, unenforceable or void, such
decision shall not have the effect of invalidating or voiding the remainder of
this Agreement unless said clause, sentence or paragraph shall go to the heart
of this Agreement.  However, the balance of the Agreement will survive such an
event if the parties hereto agree that the part or parts of this Agreement
going to the heart of this Agreement so held to be invalid, unenforceable, or
void shall be deemed to have been stricken and that the remainder shall have
the same force and effect as if said part or parts had never been included
herein.

     11.  Arbitration.  In the even of any dispute arising between the parties
of this Agreement, the parties agree that such controversy shall be settled by
arbitration, in accordance with the rules of the American Arbitration
Association.  One arbitrator shall be named by each party involved in the
dispute, with an additional arbitrator named by the arbitrators so chosen. 
All costs arising from said arbitration shall be borne by the Company.

                                ARTICLE X

                              CONSTRUCTION

     1.  Governing Law.  This Plan shall be construed and governed in
accordance with the laws of the State of Vermont.

     2.  Gender.  The masculine gender, where appearing in the Plan, shall be
deemed to include the feminine gender, and the singular may include the
plural, unless the context clearly indicates to the contrary.

     3.  Headings, etc.  The cover page of this Plan, the Table of Contents
and all headings used in this Plan are for convenience of reference only and
are not part of the substance of this Plan.

     4.  Authorship.  The Company acknowledges and concedes that it drafted
this agreement and that therefore any ambiguity contained therein must be
construed against it.

     5.  Waiver: A waiver of one or more provisions of this Agreement will not
affect any provisions of this Agreement, such a that the remaining provisions
will remain in full force and effect.

     THIS PLAN is signed in duplicate and becomes effective this _______ day
of ___________________, 19_____.

___________________          ____________________________
Participant                  For Central Vermont Public               
                             Service Corporation

Attest:

________________________________
Secretary

(Corporate Seal)

 

                              EXHIBIT A

                   DEFERRED COMPENSATION AGREEMENT

     THIS AGREEMENT is made this the _____ day of __________, 19_____,
between Central Vermont Public Service Corporation, a Vermont
corporation(hereinafter the "Corporation"), and _________________ an
Director of the Corporation (hereinafter called "Participant")

     WHEREAS, the Board of Directors of the Corporation has approved a
Deferred Compensation Plan for the purpose of attracting and retaining
outstanding individuals to function as Directors of the Corporation; and

     WHEREAS, such Deferred Compensation Plan provides that the
Participant become eligible to participate upon execution of a Deferred
Compensation Agreement; 

     NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the Corporation and the Participant agree as follows:  

     1.  Participation.  This Agreement is made to evidence the
Participant's participation in the Deferred Compensation Plan for
Directors of Central Vermont Public Service Corporation (hereinafter the
"Plan"), to set forth the amount of the Participant's Normal Retirement
Benefit and Survivor Benefit under the Plan.  

     2.  Adoption of Plan.  The Plan (and its provisions), as it now
exists and as it may be amended hereafter, is incorporated herein and
made a part of this Agreement.  

     3.  Definitions.  When used herein, the terms which are defined in
the Plan shall have the meanings given them in the Plan, unless a
different meaning is clearly required by the context.

     4.  Deferrals.  Pursuant to Article III of the Plan, the
Participant hereby elects to defer the receipt of, and the Corporation
hereby elects to defer the payment of salary, bonus or incentive
payments in the amount of
__________________________________________________($______________)
dollars per year for each of the Plan years ending December 31, _______,
_______, _______, _______ and _______. 

     5.  Retirement Benefit.  The Participant's Normal and Early
Retirement Benefits are as defined in Article IV of the Plan.  

     6.  Survivor Benefit.  The Participant's Survivor Benefit is as
defined in Article V of the Plan.  

     7.  Entire Agreement.  This Agreement contains the entire agreement
and understanding by and between the Corporation and the Participant,
and no representations, promises, agreements or understandings, written
or oral, not contained herein shall be of any force or effect.  

     IN WITNESS WHEREOF, the parties have executed in duplicate this
Agreement in Duplicate originals as of the day and year entered above.  

                            CENTRAL VERMONT PUBLIC SERVICE CORPORATION 

                            By:______________________
                               Chairman of the Board

Attest: 

___________________________________
Secretary 

(Corporate Seal) 

                            PARTICIPATING DIRECTOR: 

                            ______________________________(L.S) 
                            Participant 

Basic Info X:

Name: DIRECTORS DEFERRED COMPENSATION PLAN
Type: Deferred Compensation Plan
Date: March 27, 1996
Company: CENTRAL VERMONT PUBLIC SERVICE CORP
State: Vermont

Other info:

Date:

  • January 1 , 1990
  • first day of the first month
  • December 31

Organization:

  • Deferred Compensation Plan for Directors of Central Vermont Public Service Corporation
  • Normal Retirement Date
  • Early Retirement or Normal Retirement
  • Deferred Compensation Agreements
  • American Arbitration Association
  • the State of Vermont
  • Table of Contents
  • Board of Directors of the Corporation
  • Participant 's Normal Retirement Benefit
  • Participant 's Normal and Early Retirement Benefits

Location:

  • Vermont

Money:

  • $ 25,000