FOURTH AMENDMENT TO 1985 OPTION AGREEMENT

 10.56.4
- - -------

FOURTH AMENDMENT TO 1985 OPTION AGREEMENT

This Agreement, made and entered into as of December 31,
1996, by and between Vermont Electric Power Company, Inc., a
Vermont corporation ("VELCO"), Central Vermont Public
Service Corporation, a Vermont Corporation, ("Central
Vermont"), Green Mountain Power Corporation, a Vermont
corporation ("Green Mountain"), and Citizens Utilities
Company, a Delaware corporation ("Citizens"); Central
Vermont, Green Mountain and Citizens being also referred to
herein individually as "Company" and collectively as
Companies."

WITNESS THAT:

WHEREAS, each of the Companies is an original stockholder of
VELCO, and each contributed certain assets to VELCO at the
time of its incorporation; and

WHEREAS, VELCO and the Companies were parties to a certain
Agreement, dated March 29, 1957 (the "Four Party
Agreement"), that included, among other things, purchase
options relating to certain properties of VELCO that were
subsequently more specifically described in an Agreement
dated January 16, 1961, among said Companies and VELCO (the
"1961 Agreement"), which options were extended to December
27, 1985; and

WHEREAS, VELCO and the Companies are parties to a certain
Agreement, dated December 27, 1985 ("the 1985 Option
Agreement"), that extended the aforementioned purchase
options to December 31, 1988; and

WHEREAS, VELCO and the Companies were also parties to
certain amendments to the 1985 Option Agreement that
extended the aforementioned purchase options to December 31,
1996; and

WHEREAS, the Companies desire to extend the aforesaid
purchase options further on terms that are consistent with
the terms and conditions of the Indenture of Mortgage, dated
as of September 1, 1967, between VELCO and Bankers Trust
Company, as Trustee, as now or hereafter amended or
supplemented:

NOW, THEREFORE, the parties to this Agreement hereby agree
that the 1985 Option Agreement is amended as follows:

1.  The third recital clause of said 1985 Option Agreement,
as amended, is amended further by deleting therefrom the
clause, "until a date no later than December 31, 1996,".

2.  The first paragraph of SECTION 1 of said 1985 Option
Agreement, as amended, is further amended by deleting
therefrom the words, "December 31, 1996" and by substituting
therefor the words, "the last date by which notice of intent
to exercise such option must be given as provided herein".

3.  The first paragraph of SECTION 1 of said 1985 Option
Agreement, as amended, is further amended by inserting
therein, immediately preceding the words, "the options of
the other Companies shall expire 90 days thereafter", the
words, ", not-withstanding any other provision herein,".

4.  The second paragraph of SECTION 1 of said 1985 Option
Agreement, as amended, is further amended by deleting
therefrom the words, "October 1, 1996", and by substituting
therefore the words, "October 1, 2001, provided that, if any
party shall have given notice, pursuant to the provisions of
SECTION 7 that it does not wish to renew the Agreement, then
on or before November 1 of the year in which the Agreement
is to terminate".

5.  SECTION 7 of said 1985 Option Agreement, as amended, is
deleted, and the following is substituted in lieu thereof:

"SECTION 7.  This Agreement shall continue in full force and
effect until December 31, 1998, provided, that it shall be
automatically renewed thereafter for three additional terms
of one year each, unless, prior to October 1 of any year in
which it would otherwise terminate, one of the parties to
which the Agreement grants an option gives notice to all of
the other such parties that it does not wish to renew the
Agreement, in which case, the Agreement shall terminate on
the December 31 next following the giving of such notice."

This Agreement may be executed in counterpart copies which
shall be combined and treated as one original.

IN WITNESS WHEREOF, the parties hereto have each caused this
Agreement to be executed on its behalf by a duly authorized
officer.

                          CENTRAL VERMONT PUBLIC SERVICE
                          CORPORATION
Attest:                   By: /s/ Joseph M. Kraus
/s/ Mary C. Marzec        Its

                          CITIZENS UTILITIES COMPANY
Attest:                   By: /s/ John J. Lass
/s/ Kevin Perry           Its

                          GREEN MOUNTAIN POWER CORPORATION
Attest:                   By: /s/  Edward M. Norse
/s/ Bonnie O'Rourke       Its

                          VERMONT ELECTRIC POWER COMPANY,    
                       INC.
Attest:                   By: /s/ Thomas Wies
/s/ Joyce A. Norris       Its Vice President 

Basic Info X:

Name: FOURTH AMENDMENT TO 1985 OPTION AGREEMENT
Type: Option Agreement
Date: March 28, 1997
Company: CENTRAL VERMONT PUBLIC SERVICE CORP
State: Vermont

Other info:

Date:

  • March 29 , 1957
  • January 16 , 1961
  • December 27 , 1985
  • December 31 , 1988
  • September 1 , 1967
  • December 31 , 1996
  • October 1 , 1996
  • October 1 , 2001
  • November 1
  • December 31 , 1998

Organization:

  • Vermont Electric Power Company , Inc.
  • Central Vermont Public Service Corporation
  • Green Mountain Power Corporation
  • Citizens Utilities Company
  • Green Mountain and Citizens
  • Bankers Trust Company

Location:

  • Delaware
  • Central Vermont

Person:

  • Joseph M. Kraus
  • Mary C. Marzec
  • John J. Lass s Kevin Perry
  • Edward M. Norse s Bonnie O'Rourke
  • Thomas Wies s Joyce A. Norris