MANAGEMENT INCENTIVE PLAN

 10.82
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                       CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                                 MANAGEMENT INCENTIVE PLAN

                                 Adopted As Of January 1, 1997

I.     PURPOSE

      The Company's executive officers participate in the core utility
Management Incentive Plan (the "Incentive Plan").  The purpose of the
Incentive Plan is to focus the efforts of the executive team on the
achievement of challenging and demanding corporate objectives.  When 
corporate performance attains the specified annual performance
objectives, an award is granted.  A well-directed incentive plan, in
conjunction with competitive salaries, provides a level of compensation 
which fully rewards the skills and efforts of the executives.  

II.     ADMINISTRATION

     The Incentive Plan will be administered by the Compensation Committee
of the Board of Directors (the "Committee").  All Committee actions will be
subject to review and approval by the full Board of Directors (the "Board").

     At the beginning of each year ("Plan Year"), the Committee will submit 
to the Board its recommendations for that Plan Year as to (i) the Incentive
Plan's Corporate Performance Goals, and (ii) the eligible participants.  
After the end of each Plan Year, the Committee will report to the Board with
respect to achievement of the approved Corporate Performance Goals and
individual performance measures for that Plan Year, and will submit to the
Board its recommendations as to the appropriate award payment levels for each
eligible participant.  Recommendations of the Committee, with such
modifications as may be made by the Board, will be binding on all 
participants in the Incentive Plan.

III.     THE PLAN

     There is established a financial performance threshold, below which no
incentive awards will be paid.  The threshold is calibrated against the
allowed return on equity.  The degree to which the allowed return on equity 
is achieved generates a pool which is available to fund incentive payouts.

     The pool funds awards, but performance measures must also be met in 
the following areas to receive an award.  Each measure is equally weighted.

     Return on equity.  While this measure is used to establish the 
incentive pool, it is also one of the measures which is assessed in
determining distribution of the pool.

     Customer satisfaction.  Measures the degree of satisfaction of 
customers who have had a recent service interaction.  The measurement 
is conducted by an external firm.

     Individual performance.  Based on advice and recommendation from the
Chief  Executive Officer for those reporting to him.  The Committee 
evaluates the Chief Executive Officer's performance.

     If the maximum payout on all of the standards were to be achieved, the
total award would represent 30% of base salary for the Chief Executive
Officer, 25% of base salary for the Chief Operating Officer,  20% for Senior
Vice Presidents and Vice Presidents, and 15% for other designated officers.  

IV.  Any annual incentive award will consist of cash (50%) and Central Vermont
Public Service Corporation stock (50%) which will have a three year vesting
restriction.  Applicable dividends will be paid on awarded restricted stock 
prior to vesting.

     The Board may choose to make awards of non-qualified stock options
to designated officers consistent with Plan design and intent.

V.     AMENDMENTS

     The Board reserves the right to amend, modify or terminate  the Incentive 
Plan at any time. 

Basic Info X:

Name: MANAGEMENT INCENTIVE PLAN
Type: Incentive Plan
Date: March 28, 1997
Company: CENTRAL VERMONT PUBLIC SERVICE CORP
State: Vermont

Other info:

Date:

  • January 1 , 1997

Organization:

  • Compensation Committee of the Board of Directors
  • Central Vermont Public Service Corporation

Percent:

  • 30 %
  • 25 %
  • 20 %
  • 15 %
  • 50 %