Exhibit 10-b-85



                      POWER PURCHASE AND SALE AGREEMENT
                                  BETWEEN
                      MORGAN STANLEY CAPITAL GROUP INC.
                                    AND
                      GREEN MOUNTAIN POWER CORPORATION


                        Dated as of February 11, 1999


                     POWER PURCHASE AND SALE AGREEMENT
                                   BETWEEN
                       MORGAN STANLEY CAPITAL GROUP INC.
                                    AND
                       GREEN MOUNTAIN POWER CORPORATION

This Power Purchase and Sale Agreement dated as of February 11, 1999, 
together with permitted amendments and Transactions hereunder 
("Agreement") is entered into by and between Green Mountain Power 
Corporation, a corporation organized and existing under the laws of 
Vermont, together with any permitted successor or assign ("GMP"), and 
Morgan Stanley Capital Group Inc., a corporation organized and 
existing under the laws of Delaware, together with any permitted 
successor or assign ("MS").
WITNESSETH
WHEREAS, GMP is an investor owned electric utility which owns electric 
generation and transmission facilities; 
WHEREAS, MS is a power marketer authorized by the FERC to purchase and 
sell electric energy for resale at negotiated, market-based rates;
WHEREAS, GMP is a member of NEPOOL and VELCO and has contracted with 
NEPOOL and VELCO for the provision of certain transmission, scheduling 
and other ancillary services necessary to operate its generation and 
related businesses;
WHEREAS, the Parties believe that their respective objectives can be 
achieved through the combination of arrangements set forth in this 
Agreement and in agreements to individual Transactions pursuant to 
this master agreement; and,
NOW, THEREFORE, in consideration of the premises and mutual covenants 
set forth herein, and for other good and valuable consideration, GMP 
and the MS hereby agree as follows:
1     Overview
1.1	Definitions, Construction
All capitalized terms used herein and not otherwise defined, whether 
singular or plural, shall have the respective meanings set forth in 
Schedule A. Defined terms in this Agreement shall include in the 
singular number the plural and in the plural number the singular. 
Whenever the context may require, any pronoun shall include the 
corresponding masculine, feminine and neuter forms. Any reference in 
this Agreement to "Section," "Article," "Exhibit" or "Schedule" shall be 
references to this Agreement. Unless the context requires otherwise, any 
reference in this Agreement to any document shall mean such document and 
all schedules, exhibits, and attachments thereto as amended and in 
effect from time to time. Unless otherwise stated, any reference in this 
Agreement to any person shall include its permitted successors and 
assigns and, in the case of any governmental authority, any person 
succeeding to its functions and capacities.


The words "hereof," "herein," "hereto" and "hereunder" and words of 
similar import when used in this Agreement shall, unless otherwise 
expressly specified, refer to this Agreement as a whole and not to any 
particular provision of this Agreement. Whenever the term "including" is 
used herein in connection with a listing of items included within a 
prior reference, such listing shall be interpreted to be illustrative 
only, and shall not be interpreted as a limitation on or exclusive 
listing of the items included within the prior reference.
In the event of a conflict between the text of this Agreement and any 
Transaction hereunder, the terms of the Transaction shall prevail. The 
Parties acknowledge that each Party and its counsel have reviewed and 
revised this Agreement and that the normal rule of construction to the 
effect that any ambiguities are to be resolved against the drafting 
party shall not be employed in the interpretation of this Agreement.
1.2	Transactions
1.2.1   Formation of Transaction Agreements
This Agreement is a master agreement whose terms shall govern individual 
Transactions that are agreed to hereunder and separately documented by 
the Parties, from time to time, for the purchase and sale of electric 
Energy and/or capacity, as well as for other services which the Parties 
agree are subject to the terms of this master Agreement.  To be valid, 
an agreement to an individual Transaction under this Agreement must at 
least include the price, quantity and period of deliveries.  In the case 
of a conflict between a Transaction agreement and this master Agreement, 
the terms of the Transaction shall control.   The terms of individual 
Transactions shall be recorded in written Confirmations signed by the 
Parties, provided that the Parties may enter into and electronically 
record binding verbal Transaction agreements.  If the Parties make a 
verbal Transaction agreement, MS shall, and GMP may, send to the other 
Party by facsimile transmission or other mutually agreed upon means, 
within three (3) Business Days, a written Confirmation, which, if 
accurate, shall be promptly signed and returned by facsimile.  In the 
absence of obvious error, such Confirmation will be deemed accepted 
unless an objection is stated within three Business Days following 
receipt of such written Confirmation.  (The sending of conflicting 
Confirmations shall be deemed a sufficient statement of objections by 
each Party.)  In the event of an objection to the terms of a 
Confirmation, the Parties shall promptly cooperate to reduce their 
agreement, if any, to a mutually acceptable written Confirmation, and 
either Party may resort to any electronic recording of such verbal 
agreement in order to resolve the dispute.  In this process, either 
Party may request and shall receive an accurate copy of the other 
Party's recording, if one exists, of the asserted agreement.
1.2.2	GMP Pricing
Sales by GMP shall be at prices agreed to by the Parties pursuant to 
Section 1.2.1, provided that such prices shall not exceed the prices 
that GMP is authorized to charge under its FERC Electric Tariff No. 2, 
as amended from time to time, or with respect to resales of purchased 
power, shall not exceed the price paid for such purchased power.
1.2.3   MS Pricing
Sales by MS shall be at prices agreed to by the Parties pursuant to 
Section 1.2.1, and shall be pursuant to MS's Rate Schedule No. 1, as 
amended from time to time.



2.   Transmission and Deliveries
2.1   NEPOOL PTF
Unless otherwise specifically agreed, all purchases and sales of Firm 
Energy and/or OPCAP (or other products as may be agreed to by the 
Parties) will be at the NEPOOL PTF ("NEPOOL PTF"). All deliveries will 
be made in the form of three-phase, sixty-cycle alternating current.
2.2   Responsibilities
2.2.1   Transmission
Each Party at its cost shall arrange and be responsible for transmission 
services on its side of the NEPOOL PTF, including ancillary services and 
related costs.  Each Party shall Schedule and arrange for Scheduling 
services with any Transmission Providers, as necessary to deliver Firm 
Energy and/or OPCAP to the NEPOOL PTF to which such Party is obligated 
to deliver the Contract Quantity and to receive from the NEPOOL PTF from 
which a Party is obligated to take the Contract Quantity.  However, to 
the extent MS has Nominated  purchases from GMP and sale to GMP to meet 
GMP Load served by MS, GMP shall be responsible for Scheduling 
transmission to and from the NEPOOL PTF.  
Each Party shall designate authorized representatives for communications 
regarding the Scheduling of the Contract Quantity required to be 
delivered and received pursuant to this Agreement. Each Party shall 
promptly notify the other Party of any differences between Nominated or 
Scheduled quantities and actual quantities delivered and received.
2.2.2   Losses
All deliveries of Firm Energy pursuant to this Agreement will be 
adjusted for losses in transmission and transformation to the NEPOOL PTF 
by the Party supplying such Firm Energy. The receiving Party will be 
responsible for losses from the NEPOOL PTF to its system.
2.2.3	Preservation of Rights 
The Parties shall employ their best commercially reasonable efforts to 
preserve transmission rights and reservations needed in order to 
accommodate the Transactions agreed to pursuant to this Agreement in any 
FERC transmission or other proceeding or any NEPOOL, VELCO or ISO 
agreements.
2.2.4    Firm Energy Title and Risk of Loss
As between the Parties, Seller shall be deemed to be in exclusive 
possession and control (and responsible for any Claims relating thereto) 
of the Contract Quantity on its side of the NEPOOL PTF. As between the 
Parties, Buyer shall be deemed to be in exclusive control (and 
responsible for any Claims relating thereto) of the Contract Quantity at 
and from the NEPOOL PTF. Title to Firm Energy and OPCAP shall transfer 
from Seller to Buyer at the NEPOOL PTF.
2.3    Risk of Intraday Disruption
The risk of an Intraday interruption in Firm Energy flows and/or OPCAP 
under an MS Schedule,  which is not defined as a Force Majeure event, 
will be allocated as follows: 
2.3.1  Interrupted Delivery Caused by GMP 
The cost of disruption in delivery of Firm Energy or OPCAP to or from 
the NEPOOL PTF that is caused by GMP or events (other than Force 
Majeure) on GMP's side of the NEPOOL PTF and not by MS shall be borne by 
GMP in accordance with the provisions of Article 3. 
2.3.2  Interrupted Delivery caused by MS 
The cost of disruption in delivery of Firm Energy and/or OPCAP to or 
from the NEPOOL PTF that is caused by MS or events (other than Force 
Majeure) on MS's side of the NEPOOL PTF and not by GMP shall be borne by 
MS in accordance with the provisions of Article 3.
2.3.3   Action to Minimize Interruption or Curtailment
Each Party will transmit and deliver Firm Energy and deliver OPCAP to 
the other utilizing existing regulations, sound judgement and prudent 
utility practices to determine the availability of transmission capacity 
to perform its obligations under this agreement. Transmission or 
delivery may be reduced or interrupted by either Party as required to 
render service to retail customers directly served by a Party's 
transmission or distribution system or to safeguard its system if the 
Party determines that such service is causing or substantially 
contributing to a condition or a potential condition that has, or that 
the Party would expect to have, an adverse impact on its transmission or 
distribution system or its customers, provided that nothing herein shall 
modify the Parties' rights and obligations under Article 3.
2.4      Nominations and Scheduling
(a)   A Party shall Schedule or Nominate Firm Energy and/or OPCAP 
through (i) a recorded telephone conversation between the Parties, 
(ii) a facsimile transmission, or (iii) such other method of 
communication, including electronic communication, as the Parties 
may mutually agree is appropriate. Such requests shall be confirmed 
in the manner, if any, established by the Parties' agreement for 
the type of communication in question.
(b)   The Parties agree not to contest or assert any defense to the 
validity or enforceability of telephonic requests under Laws 
relating to whether certain agreements are to be in writing or 
signed by the party to be thereby bound, or the authority of any 
employee of such Party to make such communication. Each Party 
consents to the recording of its representatives' telephone 
conversations without any further notice and will be responsible 
for notifying its representatives, employees and agents of the 
Parties' agreement to such recordings.
(c)   The Parties will agree, from time to time, upon additional 
procedures for Nominations and Scheduling of deliveries of Energy 
and/or capacity (including OPCAP) as they deem appropriate.    

3    Damages
3.1   Seller's Failure to Deliver
Unless excused by Force Majeure or the unexcused failure of Buyer's 
performance, if Seller fails to deliver, or cause to be delivered, the 
Contract Quantity, Seller shall pay Buyer, on the date payment would 
otherwise be due, an amount for each MWh of such deficiency equal to the 
positive difference, if any, obtained by subtracting (i) the Contract 
Price for the undelivered portion of the Contract Quantity from (ii) the 
Replacement Price. "Replacement Price" means the price at which Buyer, 
acting in a commercially reasonable manner, is able to purchase 
substitute Firm Energy and/or OPCAP not delivered by Seller (plus 
additional transmission charges incurred by Buyer, if any). For purposes 
of this Agreement, effective with the commencement of the Second 
Effective Date at NEPOOL whereby trades of energy between members of 
NEPOOL will financially settle via the use of a market clearing price, 
the Replacement Price shall become the then effective and published 
NEPOOL market clearing price for deliveries of Firm Energy and/or OPCAP 
during the relevant period.
3.2     Buyer's Failure to Receive
Unless excused by Force Majeure or the unexcused failure of Seller's 
performance, if Buyer fails to receive, or cause to be received, the 
Contract Quantity, Buyer shall pay Seller, on the date payment would 
otherwise be due, an amount for each MWh of such deficiency equal to the 
positive difference, if any, obtained by subtracting (i) the Sales Price 
from (ii) the Contract Price for that portion of the Contract Quantity 
which was not received. "Sales Price" means the price at which Seller, 
acting in a commercially reasonable manner, is able to resell the Firm 
Energy and/or OPCAP not received by Buyer (less additional transmission 
charges incurred by Seller, if any). Subject to the provisions of 
Section 9.3 concerning duties to mitigate, if Seller is unable to resell 
all of the quantity of Firm Energy and/or OPCAP within the Contract 
Quantity that Buyer failed to receive, the Sales Price for the quantity 
Seller is unable to resell shall be deemed to be zero. For purposes of 
this Agreement, effective with the commencement of the Second Effective 
Date at NEPOOL whereby trades of energy between members of NEPOOL will 
financially settle via the use of a market clearing price, the Sales 
Price shall become the then effective and published NEPOOL market 
clearing price for deliveries of Firm Energy and/or OPCAP during the 
relevant period.

4    Other Responsibilities
4.1   GMP Responsibilities
GMP shall, at its cost, also be responsible for the following:
(i)   Communicating with other participants in the Control Area 
including but not limited to NEPOOL, the ISO and VELCO and 
discharging all obligations for the GMP generation system and the 
GMP transmission system, except as otherwise expressly provided by 
the Parties;
(ii)  Providing all necessary Scheduling information such that MS can 
arrange for necessary transmission services to transmit and utilize 
the Energy provided to MS pursuant to this Agreement.  As 
applicable, such information shall include, but not be limited to, 
the size, ramping characteristics and duration of proposed 
transactions and the proposed Interface with NEPOOL PTFs;
(iii) Ensuring that all actions undertaken by GMP will comply with Law 
and GMP's Open Access Transmission Tariff; 
(iv)  Satisfying at its own expense all reserve requirements for its 
system, including requirements for spinning, and planning reserves; 
and
(vii) Remaining in, and in compliance with the requirements of, NEPOOL 
and VELCO to the extent necessary to implement Transactions under 
this Agreement.

4.2   MS Responsibilities
MS shall, at its cost, also be responsible for the following:

(i)   Providing all necessary Scheduling information such that GMP can 
arrange for necessary transmission services to transmit and utilize 
the Energy provided to GMP pursuant to this Agreement. As 
applicable, such information shall include, but not be limited to, 
the size, ramping characteristics and duration of proposed 
transactions and the proposed Interface with NEPOOL PTFs.
(ii)  Communicating with other Transmission Providers and NEPOOL in 
order to fulfill MS's obligations to GMP. 
4.3   Stranded Costs
(a)   In the event GMP, or any affiliate or subsidiary becomes entitled 
to receive compensation associated with stranded generation, 
transmission, distribution or other assets or costs, MS shall have 
no claim or entitlement to any such compensation. 
(b)   Likewise, MS shall have neither obligation nor liability for the 
payment of any amounts attributable to or in any way arising from 
stranded costs or stranded investments associated with or otherwise 
relating to the GMP Contract Resources or any liability associated 
therewith or any other assets or liabilities of GMP whether such 
amounts are characterized as competitive transition charges, wire 
charges or other costs or charges.
(c)   Neither the institution of retail wheeling in nor other market 
loss with or without the recovery of stranded costs, shall in any 
way excuse GMP from its obligations under this Agreement, including 
its obligations to take and pay for Firm Energy in the quantities 
and at the prices agreed upon in individual Transactions.

5     Term
5.1   Term
This Agreement shall become effective on the date first written above 
(the "Effective Date"), and, except as provided in Section 11.8, in 
Article 12 or otherwise by the Parties in writing, shall continue until 
the Termination Date which shall be the later of (i) 30 days after 
either Party gives written notice of termination to the other Party or 
(ii) all obligations have been fulfilled under each Transaction agreed 
to by the Parties under this Agreement.
5.2    Early Termination
GMP may provide notice to MS that it desires to terminate this Agreement 
prior to the Termination Date. In the event the Parties mutually agree 
to such early termination, MS shall terminate the agreement by 
calculating an amount owed by MS to GMP or by GMP to MS and terminating 
subject to the liquidation provisions of Section 12.3.

6    Confidential Information
6.1    Prior Confidentiality Agreements Superseded
Any preexisting confidentiality agreement pertaining to the negotiation 
and development of this Agreement shall, upon the effective date, be 
superseded by the confidentiality provisions of this Agreement.
6.2    Authorized Disclosure

Each Party agrees to preserve, to the maximum extent permitted by law, 
the confidentiality of the terms of this Agreement and other 
Confidential Information supplied to it by the other Party either during 
the negotiations leading to this Agreement or during the course of 
implementing or winding up this Agreement. This confidentiality 
commitment shall apply to the Parties and to their affiliates, agents 
and advisors who receive such information. Notwithstanding anything 
contained in this Article 6, Confidential Information may be disclosed 
to any governmental, judicial or regulatory authority requiring such 
Confidential Information, provided that: (i) such Confidential 
Information is submitted under applicable provisions, if any, for 
confidential treatment by such governmental, judicial or regulatory 
authority; (ii) prior to such disclosure, the Party who supplied the 
information is given notice of the disclosure requirement (if the other 
Party's counsel determines that such notice is permitted by law) so that 
it may take whatever action it deems appropriate, including intervention 
in any proceeding and the seeking of an injunction to prohibit such 
disclosure; and (iii) the Party subject to the governmental, judicial or 
regulatory authority endeavors to protect the confidentiality of any 
Confidential Information to the extent reasonable under the 
circumstances and to use its good faith efforts to prevent the further 
disclosure of any Confidential Information provided to any governmental, 
judicial or regulatory authority. The Parties recognize that MS is 
required to file periodic reports with the FERC which disclose certain 
price, quantity, and related data, and such filings shall not be deemed 
a violation of this section.  The Parties also recognize that GMP is 
required to file this PPSA with FERC, the SEC, and the Vermont Public 
Service Board (for informational purposes in the case of the latter 
two), and such filings shall not be deemed a violation of this section.
6.3    Return of Confidential Information
Upon (i) the termination of this Agreement and (ii) the request of a 
Party, the other Party shall return or destroy all written Confidential 
Information (including written confirmation of oral communications other 
than communications relating to purchases and sales of Firm Energy 
and/or OPCAP) provided by the requesting Party which was stamped 
"confidential," provided that a Party may keep a copy of a document 
marked "Confidential" if such Party's counsel determines that it is 
required to do so by law, order or regulation or pending the outcome of 
any dispute involving the Parties or transactions under this Agreement. 
In the event of such request, documents, analyses, compilations, studies 
or other materials prepared by a Party or its Representatives that 
contain or reflect Confidential Information from the other Party, other 
than computer archival and backup tapes or archival and backup files 
(collectively "Computer Tapes") and billing and trading records 
(collectively, "Other Records") shall be destroyed (such destruction to 
be confirmed in writing by a duly authorized officer of the returning 
Party) or shall be retained on a confidential basis consistent with the 
terms of this Agreement. Computer Tapes and Other Records shall be kept 
confidential in accordance with the terms of this Agreement. 
Notwithstanding the foregoing, neither Party shall be required to 
destroy or return documents covered by this provision prior to the later 
of the expiration of applicable statutes of limitations for actions that 
might arise with respect to the subject matter of such documents or 
final action with respect to any legal action or arbitration involving 
such documents. Confidential information received from the other Party 
shall be kept confidential for at least two (2) years after the 
expiration of this Agreement or of the Transaction(s) to which such 
Confidential Information relates.
6.4    Right to Remedies
In the event of an unauthorized disclosure to a third party, the 
limitations on remedies contained in Section 9.2 shall not apply, and, 
in the event of a breach, Parties will not have an adequate remedy at 
law and accordingly shall, in addition to any other available legal or 
equitable remedies, be entitled to an injunction against such breach 
without any requirement to post a bond as a condition of such relief.

7    Billing, Payment and Records
7.1    Billing Statements
(a)	GMP shall deliver to MS no later than on the tenth (10th) day of 
each month (or the first Business Day thereafter), a statement (the 
"Statement") setting forth for the immediately prior month for each 
product or service the applicable quantities, prices, and amounts 
due from MS to GMP and from GMP to MS pursuant to the pricing terms 
of each Transaction, as well as the net amount due from one party to 
the other.  MS also may send to GMP a statement setting forth MS's 
calculation of amounts due under any or all such Transactions. 
(b)  To the extent actual price or quantity data are unavailable, a 
Party may, with written notice to the other Party, calculate a 
monthly Statement using good faith estimates of amounts due subject 
to a true up in the Statement issued by such Party for the following 
month.
7.2    Payments
The Party owing the other shall pay the amount owing under the 
Statement, which payment shall be due on or before the later of the 
following: (i) the fifth (5th) day after receipt of the Statement or 
(ii) the fifteenth (15th) day of the month in which the Statement is 
received (or the first Business Day thereafter). The Parties shall 
discharge their monthly payment obligations through netting, in which 
case the Party, if any, owing the greater aggregate amount shall pay to 
the other Party the difference between the amounts owed, as set forth in 
this Section. Payment shall be made by wire transfer to the payment 
address provided in writing by each Party to the other, which payment 
address may be changed from time to time with prior written notice. If 
either Party, in good faith, disputes any part of any Statement, it 
shall provide a written explanation of the basis for the dispute, and 
shall pay the portion of the amount covered by such Statement that is 
conceded to be correct no later than the due date as calculated in this 
Section 7.2. If any amount disputed is determined to be due to the other 
Party, it shall be paid within three (3) Business Days of such 
determination, along with interest calculated at the Interest Rate from 
the original due date until the date paid. Overdue payments or refunds, 
if any, shall bear interest from, and including, the due date to, but 
excluding, the date of payment at a rate equal to the Interest Rate.
7.3    Audit Rights

(a)   Each Party or any third party representative of a Party shall have 
the right, at its sole expense and during normal working hours, to 
examine copies of the records of the other Party to the extent 
reasonably necessary to verify the accuracy of any Statement, charge 
or computation made pursuant to this Agreement. If requested, a 
Party shall provide to the other Party statements evidencing the 
quantities of Energy and/or capacity delivered at the NEPOOL PTF. 
With respect to records (i) held in the custody of a third party, 
(ii) held by GMP but which cannot be disclosed to MS, or (iii) held 
by MS, but which cannot be disclosed to GMP in each case pursuant to 
a confidentiality obligation of such Party, if an audit is requested 
by a Party, the Parties shall select an independent auditor to 
perform the audit consistent with the rights of GMP or MS, as the 
case may be, under this Agreement, and such confidentiality 
arrangements as may be required by the confidentiality obligation in 
question. Subject to any additional limitations that may be imposed 
under the GMP or MS contract in question, such examinations by an 
independent auditor shall not be performed more frequently than once 
each calendar year. The Party requesting the audit shall pay all 
costs, including those of the independent auditor, associated with 
the audit.
(b)  If any such examination reveals any inaccuracy in any Statement, 
(i) the necessary adjustments in such Statement will be promptly 
made and included in a revised Statement submitted by GMP and 
(ii) the payments thereof will be promptly made and shall bear 
interest calculated at the Interest Rate from the date the 
overpayment or underpayment was made; provided, however, that no 
adjustment for any statement or payment will be made unless 
objection to the accuracy thereof was made prior to the lapse of two 
(2) years from the rendition thereof; and provided, further, that 
this provision of this Agreement will survive any termination of 
this Agreement for a period of two (2) years from the date of such 
termination for the purpose of such Statement and payment 
objections.
7.4  Subsequent Payment Adjustments
The Parties understand that in certain cases monthly billings will need 
to be made on an estimated basis. Each Party shall cooperate in 
good-faith with the other Party to obtain the requisite information and 
perform the necessary computations so as to "true-up" or otherwise 
adjust any estimated or adjusted billings promptly. Any refund to the 
other Party of monies erroneously collected under this Agreement shall 
be paid with interest at the Interest Rate.
7.5    Records
Each Party shall keep such records as may be needed to afford a clear 
history of the Nominated or Scheduled purchases and sales hereunder. In 
maintaining such records, GMP and MS may rely upon the logs and other 
meter information routinely recorded by Transmission Providers or 
utilities responsible for coordination of the purchases and sales.

8    Taxes
8.1    Seller's Obligation
Seller is liable for and shall pay, or cause to be paid, or reimburse 
Buyer if Buyer has paid, all Taxes applicable to the sale of electric 
Energy arising prior to the NEPOOL PTF. If Buyer is required to remit 
any such Tax, the amount shall be deducted from any sums becoming due to 
Seller. Seller shall indemnify, defend and hold harmless Buyer from any 
Claims for such Taxes.
8.2    Buyer's Obligation
Buyer is liable for and shall pay, cause to be paid, or reimburse Seller 
if Seller has paid, all Taxes applicable to a purchase of electric 
Energy arising at and from the NEPOOL PTF, including any Taxes imposed 
or collected by a taxing authority with jurisdiction over Buyer. Buyer 
shall indemnify, defend and hold harmless Seller from any Claims for 
such Taxes.
8.3    Exemption Certificates
Either Party, upon written request of the other, shall provide a 
certificate of exemption or other reasonably satisfactory evidence of 
exemption if either Party or a purchase or sale is exempt from Taxes, 
and shall use reasonable efforts to obtain and cooperate with obtaining 
any exemption from or reduction of any Taxes. Each Party shall use 
reasonable efforts to administer this Agreement and implement the 
provisions in accordance with the intent to minimize Taxes.

9    Indemnification and Remedies
9.1    General Indemnity
Subject to Section 9.2 with respect to a Party's (or any affiliate's) 
own claim of damages, Seller and Buyer shall each indemnify, defend and 
hold harmless the other Party from any injury, damage, Claims or other 
losses arising from any act or incident occurring when title to the 
Contract Quantity is vested in the indemnifying Party pursuant to 
Section 2.2.4 unless caused by the other Party's negligence or willful 
misconduct, provided that GMP shall indemnify and hold MS harmless with 
respect to any damage, injury or other Claims arising with respect to 
GMP's facilities.
9.2    Limitation on Remedies

THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES 
PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR 
BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF 
DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE 
THE SOLE AND EXCLUSIVE REMEDY. THE RESPONSIBLE PARTY'S LIABILITY SHALL 
BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR 
DAMAGES AT LAW OR IN EQUITY ARE WAIVED REGARDLESS OF THE FAULT, 
NEGLIGENCE OR STRICT LIABILITY OF THE PARTY WHOSE LIABILITY IS RELEASED 
OR LIMITED THEREBY. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY 
HEREIN PROVIDED, THE RESPONSIBLE PARTY'S LIABILITY SHALL BE LIMITED TO 
DIRECT ACTUAL DAMAGES (INCLUDING INTEREST AS PERMITTED BY APPLICABLE 
LAW) ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE 
REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. 
UNLESS EXPRESSLY HEREIN PROVIDED, NO PARTY SHALL BE LIABLE FOR 
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR INDIRECT 
DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY 
STATUTE, IN TORT OR IN CONTRACT UNDER ANY INDEMNITY PROVISION OR 
OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN 
IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE 
CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, 
WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR 
PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE 
LIQUIDATED, INCLUDING DAMAGES PROVIDED IN ARTICLE 3, THE PARTIES 
ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, 
OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND THE 
LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR 
LOSS. THE PARTIES AGREE TO RESOLVE THEIR DISPUTES THROUGH ARBITRATION 
PURSUANT TO ARTICLE 13, BUT IF FOR ANY REASON ARBITRATION IS 
UNAVAILABLE, THE PARTIES AGREE TO SEEK TO RESOLVE THEIR DISPUTES IN A 
UNITED STATES DISTRICT COURT (ASSUMING SUCH COURT HAS SUBJECT 
JURISDICTION AND, IF IT DOES NOT, THEN IN THE STATE COURT OF NEW YORK, 
SITTING IN NEW YORK CITY) WITHOUT A JURY TRIAL, THE RIGHT TO WHICH IS 
IRREVOCABLY WAIVED BY EACH PARTY.
9.3    Duty to Mitigate
Each Party agrees that it has a duty to mitigate damages and covenants 
that it will use commercially reasonable efforts to minimize any damages 
it may incur as a result of the other Party's performance or non-
performance of this Agreement.
9.4    Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, GMP, WITH RESPECT TO THE SALE OF 
ENERGY AND/OR CAPACITY TO MS, AND MS, WITH RESPECT TO THE SALE OF ENERGY 
AND/OR CAPACITY TO GMP, EXPRESSLY NEGATE ANY OTHER REPRESENTATION OR 
WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT 
LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO CONFORMITY TO 
MODELS OR SAMPLES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR 
PURPOSE.

10    Notices
All notices, requests, statements or payments shall be made as specified 
in Exhibit 1. Notices required to be in writing shall be delivered by 
letter, facsimile or other documentary form. Notice by facsimile or hand 
delivery shall be deemed to have been received by the close of the 
Business Day on which it was transmitted or hand delivered (unless 
transmitted or hand delivered after the close of the Business Day, in 
which case it shall be deemed received at the close of the next Business 
Day). Notice by overnight mail or courier shall be deemed to have been 
received two (2) Business Days after it was sent. A Party may change its 
address by providing notice of same in accordance herewith. The Parties 
may agree on alternative methods of giving operational and scheduling 
notices, consistent with the requirements of NEPOOL or other 
transmission providers.

11    Representations and Warranties
11.1		Mutual Representations

On the Effective Date, the Commencement Date of each Transaction and the 
date of entering into each purchase or sale of Firm Energy, OPCAP or any 
other capacity, service or commodity hereunder, each Party represents 
and warrants to the other Party: (i) it is duly organized, validly 
existing and in good standing under the laws of the state of its 
incorporation; (ii) it has all requisite corporate power to own, operate 
and lease its properties and carry on its business as now conducted; 
(iii) it has all regulatory authorizations, necessary for it to legally 
perform its obligations under this Agreement; (iv) the execution, 
delivery and performance of this Agreement and any other documentation 
it is required to deliver under this Agreement are within its powers, 
have been duly authorized by all necessary action and do not violate any 
of the terms or conditions in its governing documents, any contract or 
other agreement to which it is a party or any Law applicable to it; 
(v) the individual(s) executing and delivering this Agreement and any 
other documentation required to be delivered under this Agreement are 
duly empowered and authorized to do so; (vi) this Agreement constitutes 
each Party's legally valid and binding obligation enforceable against it 
in accordance with the terms thereof, subject to any Equitable Defenses; 
(vii) no Event of Default with respect to it has occurred and is 
continuing, and no such event or circumstance would occur as a result of 
its entering into this Agreement; (viii) it is an entity subject to the 
procedures and substantive provisions of the United States Bankruptcy 
Code applicable to U.S. corporations generally; (ix) there are no 
Bankruptcy Proceedings pending or, to its knowledge, threatened against 
it; (x) there are no Legal Proceedings that would be reasonably likely 
to materially adversely affect its ability to perform this Agreement; 
(xi) it has knowledge and experience in financial matters and in the 
electric industry that enable it to evaluate the merits and risks of 
this Agreement and it is capable of assuming such risks; (xii) it is 
acting as principal for its own account, and it has made its own 
independent decisions to enter into this Agreement and each Transaction 
hereunder and as to whether this Agreement and each Transaction 
hereunder is appropriate or proper for it based upon its own judgment 
and upon advice from such advisers as it has deemed necessary; (xiii) it 
is not relying on any communication (written or oral) of the other Party 
as investment advice or as a recommendation to enter into this Agreement 
and any Transaction hereunder; (xiv) the other Party is not acting as a 
fiduciary for or an adviser to it in respect to this Agreement and any 
Transaction hereunder; and (xv) it engages in producing, using 
commercially, and/or handling as a merchant electric Energy.
11.2	Additional Representations
(a)	MS further represents and warrants that on the Effective Date, the 
Commencement Date, and the date of entering into each purchase or 
sale of Firm Energy, OPCAP or other capacity, service or commodity 
hereunder (i) MS is a power marketer authorized by the FERC to 
purchase and sell electric Energy at negotiated, market-based rates 
pursuant to its Rate Schedule on file with and approved by the FERC; 
(ii) neither MS nor any of its Affiliates or subsidiaries will, 
during the Term, take any action that could reasonably be 
anticipated to cause GMP, if applicable, or MS to lose its authority 
as a power marketer under the Federal Power Act to make wholesale 
sales of power at market-based, negotiated rates; and (iii) MS will, 
at all times during the Term, act in accordance with Prudent Utility 
Practice and will comply with all applicable regulatory requirements 
including NEPOOL guidelines and the Administrative Procedures.
(b) GMP further represents and warrants that on the Effective Date, 
the Commencement Date, and the date of entering into each purchase 
or sale of Firm Energy, OPCAP or other service or commodity 
hereunder (i) GMP is authorized to purchase and sell electric 
Energy, OPCAP and other capacity, services or commodity at rates and 
under terms contemplated by this Agreement; (ii) GMP will not, 
during the Term, take any action that could reasonably be 
anticipated to cause GMP or MS to lose its authority to sell as 
contemplated under this Agreement; (iii) GMP will, at all times 
during the Term, act in accordance with Prudent Utility Practice and 
will comply with all applicable regulatory requirements including 
NEPOOL guidelines and the Administrative Procedures; (iv) nothing in 
GMP's contracts with others prevent it from fully performing its 
obligations under this Agreement.
(b)	Each Party represents and warrants that it shall not seek to modify 
this Agreement under Sections 205 or 206 of the Federal Power Act or 
any other provision of law except with the consent of both Parties 
or as needed to implement a final decision of an arbitration panel 
duly constituted under this Agreement. The Parties shall oppose 
requests by others to modify this Agreement.

11.3	Mutual Assistance
Each Party represents and warrants that it will assist the other to the 
extent practicable with (i) obtaining all required Regulatory Approvals, 
if any, associated with this Agreement; and (ii) defending transmission 
capacity reservations.
11.4	Good Title
Each of GMP and MS represents and warrants that it will deliver to the 
other good title to electric Energy or OPCAP sold hereunder, free and 
clear of all liens, claims and encumbrances arising prior to transfer of 
title at the NEPOOL PTF.
11.5	Power Quality
Each of GMP and MS represents and warrants that it will deliver, or 
cause to be delivered, to the other Party electric Energy at the NEPOOL 
PTF that is three phase, sixty hertz, and at system nominal voltages.
11.6	Other Contracts
Neither GMP nor MS nor any of their respective Affiliates or 
subsidiaries will, during the Term, take any action, enter into any 
contracts or otherwise incur obligations that could reasonably be 
anticipated to interfere with or adversely affect its ability to perform 
its obligations under this Agreement.
11.7	Continuing Representations and Warranties
Each Party covenants that it will cause these representations and 
warranties to be materially true and correct throughout the Term. 
11.8	Other Representation Subject to Approvals
Notwithstanding the foregoing, as of the Effective Date, to the extent 
regulatory approval is needed by GMP with respect to its ability to use 
this Agreement as a basis for future sales for resale, and to extent GMP 
accurately discloses, prior to the Parties' agreeing to a particular 
Transaction, the need to get prior regulatory approval for such 
Transaction, GMP shall not be deemed to make the representations and 
warranties contained in Sections 11.1(iii) until it obtains the 
identified regulatory authorizations for this Agreement and/or 
individual Transactions.  With respect to this Agreement, GMP agrees to 
obtain any such necessary authorizations and to make such 
representations and warranties prior to May 15, 1999. If GMP fails to 
make such representations and warranties by May 15, 1999, then MS may 
(i) terminate this Agreement and each Transaction hereunder or 
(ii) extend the date by which it may terminate this Agreement if such 
representations and warranties are not provided, in either case by 
giving written notice to GMP of MS's election by close of the fifth 
(5th) Business Day after May 15, 1999, or, at any time thereafter if 
there is an extension by MS. Termination pursuant to this Section shall 
be effective as of the end of the third (3rd) Business Day following MS' 
notice of termination.

12	Defaults and Remedies
12.1	Events of Default
An "Event of Default" shall mean with respect to a Party ("Defaulting 
Party"):

(a)	The failure by the Defaulting Party to make, when due, any payment 
required or to post collateral when required pursuant to Section 
15.2 if such failure is not remedied within three (3) Business Days 
after receipt of written notice of such failure is given to the 
Defaulting Party by the other Party ("Notifying Party"); provided, 
that the payment is not the subject of a good faith dispute as 
described in Section 7.2; or
(b)	Any representation or warranty made by the Defaulting Party herein 
shall prove to have been false or misleading in any material respect 
when made or deemed to be repeated; or
(c)	The failure by the Defaulting Party to perform any obligation or 
covenant set forth in this Agreement (other than its obligations to 
make any payment or obligations which are otherwise specifically 
covered in this Section 12.1 as a separate Event of Default and 
excluding failures of receipt or delivery which are the subject of 
timely payments consistent with Article 7) and such failure is not 
excused by Force Majeure or cured within ten (10) Business Days 
after receipt of written notice thereof to the Defaulting Party; or
(d)	Either Party's loss of FERC authorization to charge the prices for 
the sale of electric Energy included in this Agreement or otherwise 
to perform its obligations hereunder in accordance with the terms of 
this Agreement, or
(e)	the circumstance in which either Party or its credit support 
provider:
(i)	is dissolved (other than pursuant to a consolidation, 
amalgamation or merger);
(ii)	becomes insolvent or is unable to pay its debts or fails or 
admits in writing its inability generally to pay its debts as 
they become due;
(iii)	makes a general assignment, arrangement or composition 
with or for the benefit of its creditors;
(iv)	institutes or has instituted against it a proceeding seeking a 
judgment of insolvency or bankruptcy or any other relief under 
any bankruptcy or insolvency law or other similar law affecting 
creditors' rights, or a petition is presented for its winding-
up or liquidation;
(v)	has a resolution passed for its winding-up, official management 
or liquidation (other than pursuant to a consolidation, 
amalgamation or merger);
(vi)	seeks or becomes subject to the appointment of an 
administrator, provisional liquidator, conservator, receiver, 
trustee, custodian or other similar official for it or for all 
or substantially all its assets;
(vii)	has a secured party take possession of all or 
substantially all its assets or has a distress, execution, 
attachment, sequestration or other legal process levied, 
enforced or sued on or against all or substantially all its 
assets;
(viii)	causes or is subject to any event with respect to it 
which, under the applicable laws of any jurisdiction, has an 
analogous effect to any of the events specified in clauses (i) 
to (vii) (inclusive); 
(ix)	takes any action in furtherance of, or indicating its consent 
to, approval of, or acquiescence in, any of the foregoing acts;
(x)	merges with any other person which does not assume the 
obligations of such Party or such that there is a material 
adverse change in the financial condition of such Party or 
credit support provider; or


(xi)	fails to make payment when due under one or more agreements or 
instruments relating to Specified Indebtedness in an aggregate 
amount (individually or collectively) of not less than ten 
million dollars ($10,000,000) which has resulted in such 
Specified Indebtedness becoming due and payable under such 
agreements or instruments, before it would otherwise have been 
due and payable, or defaults in making one or more payments in 
an aggregate amount (individually or collectively) of not less 
than ten million dollars ($10,000,000) under such agreements or 
instruments (after giving effect to any applicable notice 
requirement or grace period).
12.2	Early Termination; Remedies
If an Event of Default occurs with respect to a Defaulting Party at any 
time during the Term, the other party ("Non-Defaulting Party") may for 
so long as the Event of Default is continuing, establish a date (which 
date shall be at least three (3) Business Days after the Non-Defaulting 
Party delivers notice to the Defaulting Party) ("Early Termination 
Date") on which each Transaction under this Agreement shall terminate; 
provided, however, that if the Event of Default is that the Defaulting 
Party becomes subject to a Bankruptcy Proceeding, then each Transaction 
under this Agreement shall automatically terminate without notice and 
without any other action by either Party as if an Early Termination Date 
had been immediately declared prior to such Event of Default. Upon the 
Early Termination Date (or at the earliest date thereafter permitted by 
law), the Parties' obligations to sell, purchase, deliver, receive, 
incur or pay obligations under this Agreement, other than with respect 
to payment of all obligations under this Article 12 of this Agreement, 
shall terminate, and the Parties shall be liable for the obligations 
contained in Sections 12.3 below. Regardless of whether an Early 
Termination Date is declared, if an Event of Default shall have 
occurred, the Non-Defaulting Party shall be entitled to exercise any 
remedy available at law or equity consistent with this Agreement to 
recover its damages, including attorneys' fees, resulting from any Event 
of Default. Each Party reserves to itself all rights, setoffs, 
counterclaims and other remedies and defenses, consistent with Section 
9, which such Party has or may be entitled to arising from or out of 
this Agreement.  It is recognized that, for purposes of this Article, 
this Agreement and each Transaction between the Parties for Energy or 
capacity or ancillary services pursuant to or in fulfillment of this 
Agreement shall constitute a single agreement and, but for the same 
forming a single agreement, the Parties would not make the commitments 
or enter into this Agreement or the transactions pursuant to or in 
fulfillment of this Agreement.
12.3	Liquidation and Closeout
(a)	Upon the Early Termination Date, the Non-Defaulting Party shall have 
the right to liquidate all purchases and sales of Energy and/or 
capacity (including OPCAP), including options and outstanding 
obligations to purchase and/or sell  Energy ("Transactions") 
(including any portion of a Transaction not yet fully delivered), 
then outstanding by:
(i)	Closing out each Transaction being liquidated at its Market 
Value, as defined below, so that each such Transaction is 
canceled and a settlement payment in an amount equal to the 
difference between such Market Value and the Contract Value, 
as defined below, of such Transaction shall be due to the 
Buyer under the Transaction if such Market Value exceeds the 
Contract Value and to the Seller if the opposite is the case; 
and
(ii)	Discounting each amount then due under clause (1) above to 
present value using a rate of interest determined in the 
manner set forth below (to take account of the period between 
the date of liquidation and the date on which such amount 
would have otherwise been due pursuant to the relevant 
Transaction); and


(iii)	Setting off or aggregating, as appropriate, all such 
settlement payments (discounted as appropriate) and (at the 
election of the Non-Defaulting Party) any or all other amounts 
owing between the Parties under this Agreement so that all 
such amounts are aggregated and/or netted to a single 
liquidated amount payable by one party to the other. Such net 
amount due shall be paid by the close of business on the 
Business Day following the Early Termination Date.
(b)		For purposes of this Article 12, "Contract Value" means the 
quantities of Energy and/or capacity (including OPCAP) remaining to 
be purchased under each Transaction multiplied by the applicable 
contract price(s) remaining to be paid. "Market Value" means the 
quantities of Energy and/or capacity (including OPCAP) remaining to 
be delivered under each Transaction multiplied by the market prices 
per unit remaining to be purchased. Notwithstanding the foregoing, 
the Contract Value of a Transaction in the nature of an option may 
be determined by reference to the option premium under the 
contract, and the Market Value of an option may be determined as 
the market price a Party would pay or receive, at the time of 
valuation, to purchase or sell an equivalent option. (MS' rights to 
purchase Energy and/or capacity (including OPCAP) from GMP based on 
GMP Contract Resources, whether for resale to GMP or for sales to 
others, is an example of Transaction in the nature of an option.) 
For purposes of these provisions, determination of the quantity 
remaining to be purchased or sold shall take into account options 
likely to be exercised in light of the foreseeable difference 
between the Contract Price and the market price for such sales or 
purchases. The market price for Energy and/or capacity (including 
OPCAP) to be purchased or sold and the market price for an option 
may be established by the Non-defaulting Party by taking the 
average of proposals solicited in a commercially reasonable manner 
from three (3) bona fide power suppliers, brokers or market makers 
which are not affiliated with either Party, or in any other 
commercially reasonable manner selected by the Non-defaulting 
Party. 
The Non-Defaulting Party shall give notice that a liquidation pursuant 
to this Article 12 has occurred to the Defaulting Party no later than 
the Business Day following such liquidation, provided that failure to 
give such notice shall not affect the validity or enforceability of the 
liquidation or give rise to any claim by the Defaulting Party against 
the Non-Defaulting Party. Nothing in this paragraph shall be construed 
to relieve the Non-Defaulting Party of its obligation to give prior 
notice of the designation of an Early Termination Date under 
Section 12.2 above.
The Parties agree that, for the purpose of this Agreement, a Transaction 
shall constitute a "forward contract" within the meaning of the United 
States Bankruptcy Code.
12.4	Failure to Pay

Notwithstanding any other provision of this Agreement, if either Party 
fails to pay the other any amounts when due, the other Party shall have 
the right to (i) suspend performance under this Agreement until such 
amounts plus interest at the Interest Rate have been paid and/or 
(ii) exercise any remedy available at law or in equity to enforce 
payment of such amount plus interest; provided, however, that if a 
Party, in good faith, shall dispute the amount of any such billing or 
part thereof and shall pay such amounts as it concedes to be correct, 
there shall be no Event of Default, and no suspension or early 
termination shall be permitted absent a separate other Event of Default 
that would independently warrant such suspension or early termination.
12.5	Notice
Each Party agrees promptly to notify the other upon becoming aware of 
any event or circumstance that constitutes an Event of Default.

13	Arbitration
13.1	Applicability; Selection of Arbitrators
(a)	Except as otherwise expressly provided in this Agreement, any 
dispute arising out of or in connection with this Agreement or its 
performance, including the existence and validity of this Agreement, 
which cannot be resolved after discussion between the Parties as set 
forth herein shall be submitted to binding arbitration; provided 
that where this Agreement provides a specific remedy the 
arbitrators' authority shall be limited to enforcing the specific 
remedies. The foregoing shall not limit a Party's rights to elect 
remedies in accordance with Article 12.
(b)	Any dispute between the Parties with respect to this Agreement which 
cannot be resolved through negotiations shall be submitted to 
arbitration in accordance with the following procedures. A Party 
seeking arbitration shall serve on the other Party a request for 
arbitration ("Impasse Notice') which shall specify the issue or 
issues in dispute and summarize the complaining Party's claim with 
respect thereto. Except as provided below, any such arbitration 
shall be before an arbitrator who is selected by the Parties through 
mutual agreement or before three arbitrators who shall be selected 
as set forth below. Each arbitrator shall be qualified by 
substantial relevant commercial experience in the electricity or 
commodities business and shall be independent of either Party. 
Within ten (10) Business Days after the other Party's receipt of the 
request for arbitration, authorized representatives of the Parties 
shall confer and attempt in good faith to agree upon the appointment 
of a single arbitrator. If such agreement is not accomplished within 
twenty (20) Business Days after the receipt of the request for 
arbitration, each Party shall appoint, within five (5) Business Days 
thereafter, an arbitrator who is independent of each Party and 
qualified by substantial relevant commercial experience to make a 
judgment on the matter in dispute. The two arbitrators shall 
mutually agree upon a third arbitrator within ten (10) Business Days 
of their appointments. If they cannot so agree, either Party may 
request that the American Arbitration Association appoint a third 
arbitrator with substantial relevant commercial experience in 
accordance with its Commercial Arbitration Rules, which rules shall 
govern the conduct of the arbitration in the absence of contrary 
agreement by the Parties. 


13.2	Discovery, Hearing 	
Discovery and other pre-hearing procedures shall be conducted as agreed 
by the Parties, or if they cannot agree, as determined by a majority of 
the arbitrators. Unless otherwise specified by the arbitrator(s), the 
following schedule will be followed. Within fifteen (15) days after 
completion of discovery, the Party submitting the Impasse Notice 
initiating arbitration shall submit by overnight delivery to the other 
Party and the arbitrators a precise statement of the dispute, means of 
resolving the dispute, and the factual and/or legal support therefor. 
Within ten (10) days after receiving such statement, the other Party 
shall submit by overnight mail to the first Party and the arbitrators a 
precise statement of the alternative means of resolving the dispute and 
the factual and/or legal support therefor. The Parties shall conduct a 
hearing no later than sixty (60) days following selection of the third 
arbitrator, or thirty (30) days after all prehearing discovery has been 
completed, whichever is later, at which the Parties shall present such 
evidence and witnesses as they may choose. Hearings for any arbitration 
under this Agreement shall be conducted New York City, New York.
13.3  Decision
The arbitrators shall consider the terms and conditions of this 
Agreement, and any relevant evidence and testimony, and shall render 
their decision within thirty (30) calendar days following conclusion of 
the hearing. The decision rendered by a majority of the arbitrators, 
made in writing, shall be final and binding upon the Parties. Such 
decision shall include a statement of the reasons for the decision and 
separately list findings of fact and conclusions of law. The 
arbitrator(s) shall not have the power to amend, delete from, or add to 
this Agreement. Subject to such limitation the decision of the 
arbitrator(s) shall be final and binding. Any such decision may be filed 
in a court of competent jurisdiction and may be enforced by any Party as 
a final judgment in such court. The arbitrators shall have no authority 
to award consequential, special, exemplary, punitive, multiple or 
consequential damages.
13.4	Expenses
Unless otherwise ordered by the Arbitrators, the expenses of arbitration 
shall be borne equally by GMP and the MS, except that each Party shall 
bear the compensation and expenses of its nominated arbitrator, own 
counsel, witnesses and employees; provided further, that any costs 
incurred by a Party in seeking judicial enforcement of any decision 
rendered in writing by the arbitrators, or a majority of the 
arbitrators, shall be chargeable to and borne exclusively by the Party 
against whom such court order is obtained.

14	Force Majeure
If either GMP or MS is rendered unable by an event of Force Majeure to 
carry out, in whole or part, its obligations hereunder and such Party 
gives notice and full details of the event to the other Party as soon as 
practicable after the occurrence of the event, then during the pendency 
of such Force Majeure but for no longer period, the obligations of the 
Party affected by the event (other than the obligation to make payments 
then due or becoming due with respect to performance prior to the event) 
shall be canceled to the extent required. The Party affected by the 
Force Majeure shall remedy the Force Majeure with all reasonable 
dispatch.


15	Material Changes
15.1	Settlements; Modifications of Certain GMP Contracts
In the event GMP enters into an amendment, renewal, cancellation, 
modification or alteration ("Alteration") of the NEPOOL or VELCO 
agreements, or successor agreements to any of the foregoing, and as a 
result the economic return anticipated to be derived by MS pursuant to 
this Agreement could reasonably be expected to be adversely affected, 
GMP shall promptly give notice of such change to MS. MS shall determine 
within thirty (30) days after such notice whether to consent to any such 
Alteration, during which period MS and GMP shall negotiate with respect 
to any modification to this Agreement that in MS's judgement can 
satisfactorily protect MS from the Alteration. Within such thirty (30) 
day period, MS must provide notice to GMP of its consent to the 
Alteration or alternatively of its intent to treat the change as an 
Event of Default, and terminate and liquidate this Agreement according 
to the procedures of Article 12. In addition, if a mutually satisfactory 
modification is not agreed to by the Parties, GMP shall hold MS harmless 
from any economic harm resulting from such Alteration pending such 
termination.
15.2	Creditworthiness
Without limiting the rights of either Party under Article 12 with 
respect to an Event of Default, if the credit rating of either Party 
("Affected Party") or its credit support provider, if any, declines to 
an Unsatisfactory Rating by two recognized credit rating organizations, 
the other Party ("Unaffected Party") may request Credit Assurances, 
which shall be provided by the Affected Party by the tenth (10th) 
Business Day after receiving notice of such request. If such Credit 
Assurances are not received within ten (10) Business Days, the 
Unaffected Party may terminate and liquidate this Agreement pursuant to 
Article 12 by giving to the other Party, in writing, the greater of 
ten (10) Business Days notice or the minimum notice required by law.
If, after giving Credit Assurances, the Affected Party's credit rating 
by each of the two recognized credit rating agencies ceases to be an 
Unsatisfactory Rating, then the Credit Assurances shall no longer be 
required, and shall promptly be returned by the Unaffected Party.
For purposes of this Section 15.2, "Unsatisfactory Rating" means the 
Party has senior secured long-term debt not supported by third party 
credit enhancement that is rated equal to or less than one of the 
following (i) BB if by Standard & Poor's Rating Group, a division of 
McGraw Hill, Inc., (ii) Ba2 by Moody's Investors Services, Inc., or 
(iii) BB if by Duff and Phelps. (If a Party does not have rated senior 
secured long-term debt, the word "secured" shall be replaced with 
"unsecured" in applying the preceding sentence to such Party.) If any of 
such credit rating agencies ceases to rate such Party's credit, the 
other Party may consider the equivalent credit rating of any other 
recognized credit rating agency that evaluates the credit of such Party.
15.3	Material Changes in Law
If at any time during the term of this Contract, a new Law or 
interpretation of an existing Law (i) alters the prices chargeable by 
either GMP or MS, or (ii) prevents a Party from performing a material 
term of this Agreement, then GMP and MS shall negotiate in good faith to 
amend this Agreement in a manner that will most nearly restore to the 
Parties the economic benefits and burdens of this Agreement prior to 
such change.


If GMP and MS are not able to agree, within sixty (60) days after a 
Party first receives notice of the change from the affected Party, on 
the terms of the appropriate amendment to restore the Parties to their 
previous position, then a Party adversely affected by the change may 
terminate this Agreement and the Parties shall determine the appropriate 
terms of termination including a settlement payment by one Party to the 
other which shall be determined in the manner of Section 12.3 based on 
the Parties' positions under this Contract prior to the change in Law 
triggering this Section. If the Parties cannot agree, the Settlement 
payment shall be determined by arbitration pursuant to Article 13.

16		Miscellaneous
16.1	Assignment.
This Agreement shall be binding upon and inure to the benefit of the 
permitted successors and permitted assigns of the Parties. Except for an 
assignment as part of a sale of a Party's entire electricity business to 
a creditworthy entity that is fully capable of, and committed to 
performing this Agreement, this Agreement may not be assigned by any 
Party unless prior consent to such assignment is given in writing by the 
other Party, which consent shall not be unreasonable withheld. Any 
assignment made without a consent required hereunder shall be void and 
of no force or effect as against the non-consenting party.
No sale, assignment, transfer or other disposition permitted by this 
Agreement shall affect, release or discharge any Party from its rights 
or obligations under this Agreement, except as may be expressly provided 
by this Agreement.
16.2  Applicable Law
THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES ARISING OUT OF 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND 
PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT 
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
16.3  Survival of Obligations
Upon the expiration of the Parties' delivery, sale and purchase 
obligations under this Agreement, any monies, penalties or other charges 
due and owing Seller shall be paid, any corrections or adjustments to 
payments previously made shall be determined, and any refunds due Buyer 
made, as soon as practicable. All indemnity and confidentiality 
obligations and audit rights shall survive the termination of this 
Agreement in accordance with their respective terms. The Parties' 
obligations provided in this Agreement shall remain in effect for the 
purpose of complying with the provisions of this Section.
16.4  Entire Agreement
This Agreement and the Exhibits thereto constitute the entire agreement 
between the Parties as of the time of execution relating to the subject 
matter contemplated by this Agreement and supersedes all prior 
agreements, whether oral or written.
16.5	No Partnership


Nothing in this Agreement shall ever be deemed to create or constitute a 
partnership, joint venture or association between the Parties, or to 
impose a trust or partnership duty, obligation or liability on or with 
regard to the Parties.
16.6  Amendment
No amendment or modification to this Agreement shall be enforceable 
unless reduced to writing and executed by both Parties.
16.7	Third Parties
The provisions of this Agreement shall not impart rights enforceable by 
any person or entity not a Party or not a permitted successor or 
assignee of a Party bound by this Agreement.
16.8	Waiver
No waiver by any Party of any one or more defaults by the other in the 
performance of any of the provisions of this Agreement shall be 
construed as a waiver of any other default or defaults, whether of a 
like kind or different nature.
16.9	Non-Severability
This Agreement is an integrated whole. Should any provision of this 
Agreement for any reason be declared invalid or unenforceable by order 
of any court or regulatory body having jurisdiction, the Parties shall 
promptly negotiate to restore this Agreement as near as possible to its 
original intent and effect.
If the Parties are unable to reach such an agreement on modifications, 
within ten (10) Business Days, either Party may deem the court or 
regulatory order to be an Event of Default by given written notice to 
the other Party. In such an event the Parties shall implement Sections 
12.2 and 12.3 based on the terms of the Agreement prior to such Event of 
Default.
16.10  Headings
The headings used for the Articles and Sections are for convenience and 
reference purposes only, and shall not be construed to modify, expand, 
or restrict the provisions of this Agreement.
16.11	Counterparts
This Agreement may be executed in multiple counterparts to be construed 
as one, effective as of the Effective Date.
16.12  Further Assurances
If any Party reasonably determines or is reasonably advised that any 
further instruments or any other things are necessary or desirable to 
carry out the terms of the Agreement, the other Parties shall execute 
and deliver all such instruments and assurances and do all things 
reasonably necessary and proper to carry out the terms of this 
Agreement. 
IN WITNESS WHEREOF, the Parties have caused this Agreement to be 
executed by their duly authorized officers and copies delivered to each 
Party.


GREEN MOUNTAIN POWER CORPORATION




						
By:	Christopher L. Dutton
Title:	President and CEO


MORGAN STANLEY CAPITAL GROUP INC.


						
By:	Simon Greenshields 
Title:	Vice President




SCHEDULE A - DEFINITIONS

"Administrative Procedures" means applicable NEPOOL procedures for 
administration of scheduling receipts and deliveries of capacity and 
Energy.
"Affiliate" means, with respect to any person, any other person (other 
than an individual) that directly or indirectly, through one or more 
intermediaries, controls, or is controlled by, or is under common 
control with, such person. For this purpose, "control" means the direct 
or indirect ownership interest of more than fifty (50) percent of the 
outstanding capital stock or other equity interests having ordinary 
voting power.
"Bankruptcy Proceeding" means, with respect to a Party, that such Party 
(i) makes any general assignment or any general arrangement for the 
benefit of creditors, (ii) files a petition or otherwise commences, 
authorizes or acquiesces in the commencement of a proceeding or cause of 
action under any bankruptcy or similar law for the protection of 
creditors, or has such a petition involuntarily filed against it and 
such petition is not withdrawn or dismissed within thirty (30) days 
after such filing, (iii) otherwise becomes bankrupt or insolvent 
(however evidenced), (iv) is unable (or admits in writing its inability) 
generally to pay its debts as they fall due, (v) is dissolved (other 
than pursuant to a consolidation, acquisition, amalgamation or merger), 
(vi) has a resolution passed for its winding-up, official management or 
liquidation (other than pursuant to a consolidation, acquisition, 
amalgamation or merger), (vii) seeks or becomes subject to the 
appointment of an administrator, provisional liquidator, conservator, 
receiver, trustee, custodian or other similar official for all or 
substantially all of its assets, (viii) has a secured party take 
possession of all or substantially all of its assets or has a distress, 
execution, attachment, sequestration or other legal process levied, 
enforced or sued on or against all or substantially all of its assets 
and such secured party maintains possession, or any such process is not 
dismissed, discharged, stayed or restrained, in each case within thirty 
(30) days thereafter, (ix) causes or is subject to any event with 
respect to which, under the applicable laws of any jurisdiction, has an 
analogous effect to any of the events specified in clauses (i) to (viii) 
(inclusive); or (x) takes any action in furtherance of, or indicating 
its consent to, approval of, or acquiescence in, any of the foregoing 
acts.
"Business Day" means a day on which the Federal Reserve Member Banks in 
New York City are open for business; and a Business Day shall open at 
8:00 a.m. and close at 5:00 p.m. local time for each Party's principal 
place of business.
"Buyer" means either MS or GMP, as the case may be, when it is the Party 
who is obligated to purchase and receive, or cause to be received, 
Energy or capacity in connection with a sale hereunder.
"Claims" means all claims or actions, threatened or filed and whether 
groundless, false or fraudulent, that directly or indirectly relate to 
the subject matter of an indemnity, and the resulting losses, damages, 
expenses, attorneys' fees and court costs, whether incurred by 
settlement or otherwise, and whether such claims or actions are 
threatened or filed prior to or after the termination of this Agreement.
"Commencement Date" shall mean the earliest date of Energy or capacity 
deliveries under the terms of a Transaction agreement. 
"Computer Tapes" has the meaning specified in Section 6.3.


"Confidential Information" means this Agreement and any other written 
data or information (or an oral communication if the party requesting 
confidentiality for such oral communication promptly confirms such 
communication in writing) which is privileged, confidential or 
proprietary, except information which (i) is a matter of public 
knowledge at the time of its disclosure or is thereafter published in or 
otherwise ascertainable from any source available to the public without 
breach of this Agreement, (ii) constitutes information which is obtained 
from a third party (who or which is not an Affiliate of one of the 
Parties) other than by or as a result of unauthorized disclosure, or 
(iii) prior to the time of disclosure had been independently developed 
by the receiving Party or its Affiliates not utilizing improper means.
"Contract Price" means the price in United States dollars (per MWh) to 
be paid by Buyer to Seller for the purchase of Firm Energy or capacity 
(including  OPCAP) that is Nominated or Scheduled pursuant to a 
Transaction under this Agreement.
"Contract Quantity" means the amount of Firm Energy or capacity 
(including OPCAP) that Seller agrees to sell and deliver, or cause to be 
delivered, to Buyer and Buyer agrees to purchase and receive, or cause 
to be received, from Seller pursuant to the terms of a Transaction under 
this Agreement.
"Credit Assurances" means a letter of credit or cash collateral.  The 
amount of Credit Assurances that may be required shall be commercially 
reasonable and shall not exceed the amount that would be due to the 
Unaffected Party under Section 12.3 event of a default, as reasonably 
determined by the Unaffected Party. 
"Defaulting Party" has the meaning specified Section 12.1.
"Early Termination Date" has the meaning specified in Section 12.2.
"Effective Date" means the first date set forth above with respect to 
this Agreement and, in the case of a Transaction, the date the Parties 
enter into such agreement unless otherwise specified by the Parties.
"Energy" is energy as defined by NEPOOL .
"EPT" means Eastern Prevailing Time and refers to the time in effect in 
the Eastern Time Zone of the United States, whether Eastern Standard 
Time or Eastern Daylight Savings Time.
"Equitable Defenses" means bankruptcy, insolvency, reorganization and 
other laws affecting creditors' rights generally, and with regard to 
equitable remedies, the discretion of the court before which proceedings 
to obtain the same may be pending.
"Event of Default" has the meaning specified in Section 12.1.
"FERC" means the Federal Energy Regulatory Commission or any successor 
agency that enforces the Federal Power Act, as amended from time to 
time.
"Firm Energy" is energy the purchase and/or sale of which is not 
interruptible for any reason other than Force Majeure.


"Force Majeure" means an event which is not within the reasonable 
control of the Party (or, in the case of third party obligations or 
facilities, the third party) claiming suspension (the "Claiming Party"), 
and which by the exercise of due diligence the Claiming Party is unable 
to overcome in a commercially reasonable manner or obtain or cause to be 
obtained a commercially reasonable substitute performance therefor. 
Force Majeure includes, but is not restricted to: failure of 
transmission facilities; acts of God; fire; civil disturbance; labor 
dispute; labor or material shortage; sabotage; breakage of equipment or 
machinery; action or restraint by court order or public or governmental 
authority (so long as the Claiming Party has not applied for or assisted 
in the application for, and has opposed where and to the extent 
reasonable, such government action); provided, however, that neither 
(i) the loss of Buyer's markets nor Buyer's inability economically to 
use or resell Firm Energy purchased hereunder, nor (ii) the loss or 
failure of Seller's Firm Energy supply in the absence of a Force Majeure 
event broadly affecting the same geographic area, nor (iii) Seller's 
ability to sell Firm Energy to a market at a more advantageous price, 
shall constitute an event of Force Majeure. Interruption by a 
Transmission Provider shall not be deemed to be Force Majeure unless 
(1) the Party contracting with such Transmission Provider shall have 
made arrangement with such Transmission Provider for the firm 
transmission, as defined under the Transmission Provider's tariff, of 
the Firm Energy to be delivered or received hereunder and (2) such 
interruption or curtailment of firm transmission is due to force majeure 
as defined under the Transmission Provider's tariff, or the Transmission 
Provider is otherwise excused from liability for such interruption or 
curtailment under the standards of Order No. 888, or successor FERC 
orders, for reasons other than the actions of the Party claiming Force 
Majeure under this Agreement. The failure of a Claiming Party to settle 
or prevent a strike or other labor dispute with employees shall not be 
considered to be a matter within such Claiming Party's control.
"GMP Contracts" means, as of a particular date, contracts, operating 
procedures and understandings (whether written or oral, and if oral, 
written statements of the terms thereof) in effect on such date 
affecting GMP's rights and obligations with respect to GMP Contract 
Resources and to the transmission system.
"Impasse Notice" has the meaning specified in Section 13.1.
"Interest Rate" means the Prime Rate plus two percent, or the maximum 
lawful rate permitted by applicable Law, whichever is less.
"Interval" means a period of delivery (in hours) agreed to by the 
Parties in connection with a Transaction.
"Intraday" means occurring within the 24-hour period beginning with the 
start of the first Interval of a Day.
"ISO" means the Independent System Operator for the control area 
containing GMP load and generating assets and is currently ISO New 
England.
"Law" means any law, rule, regulation, order, writ, judgment, decree or 
other legal or regulatory determination by a court, regulatory agency or 
governmental authority of competent jurisdiction.
"Legal Proceeding" means any suit, proceeding, judgment, ruling or order 
by or before any court or any governmental authority.
"MS" means Morgan Stanley Capital Group Inc., or any successor thereto.
"MS Schedule" means the complete schedule of supply sources Nominated by 
MS from GMP or other sources available to MS for each of the Intervals 
in a succeeding day. 
"MWh" means megawatt-hour, a unit of energy.
"NEPOOL" means New England Power Pool.
"NEPOOL PTF" means the Pool Transmission Facility within NEPOOL as used 
in NEPOOL's tariffs or such other point(s) as may be agreed upon by the 
Parties.
"NERC" means the North American Electric Reliability Council.


"Nominate" or "Nominated" means that a Party has notified the other 
Party of the quantity of Firm Energy or capacity that it desires to 
purchase for a succeeding day or other period.
"Non-Defaulting Party" has the meaning specified in Section 12.2.
"Non-Peak Season" means, for any calendar year, the remaining period of 
the calendar year not included within the Peak Season.
"OASIS" means Open Access Same-Time Information System, the information 
system and standards of conduct contained in Part 37 of the FERC's 
regulations (18 C.F.R. Part 37), as amended from time to time.
"OPCAP" is operable capacity as defined by the NEPOOL.
"Other Records" has the meaning specified in Section 6.3
"Party" means GMP or MS, as applicable, including permitted assignees of 
each pursuant to this Agreement.
"Peak Season" means, for any calendar year, the period from June 1 
through and including September 30, and the period from December 1 
through and including March 15, as applicable.
"Point of Interconnection" means any point of interconnection between 
the GMP transmission system and the transmission facilities of an 
interconnected utility, electric cooperative or other transmission owner 
or operator. In the case of imports to GMP, the Point of Interconnection 
will be at the interface; in the case of exports from GMP, the Point of 
Interconnection will be to and through the interface.
"Pool" means the entity that will transact in Firm Energy and/or OPCAP, 
whether buying or selling, at the Pool Price and would be used by GMP or 
MS as supplier or buyer of last resort to cover imbalances between 
supply and load. This entity is currently NEPOOL.
"Prime Rate" means for any date, the per annum rate of interest 
announced from time to time by Citibank, N.A., as its "prime" rate for 
commercial loans, effective for such date as established from time to 
time by such bank.
"Prudent Utility Practice" means any of the practices, methods and acts 
engaged in or approved by a significant portion of the electric industry 
during the relevant time period, or any of the practices, methods and 
acts that, in the exercise of reasonable judgment in light of the facts 
known at the time the decision was made, could have been expected to 
accomplish the desired result at lowest reasonable cost consistent with 
good business practices, reliability, safety, and expedition. Prudent 
Utility Practice is not intended to be limited to the optimum practice, 
method or act, to the exclusion of all others, but rather to include a 
spectrum of possible practices, methods, or acts generally acceptable in 
the region in light of the circumstances.
"Regulatory Approvals" means all current and future valid and applicable 
orders, approvals, consents, authorizations, permits or certificates 
issued by any courts or regulatory bodies (state or federal) having 
jurisdiction over a Party, this Agreement, or the performance hereof.
"Replacement Price" has the meaning specified in Section 3.1.
"Representatives" has the meaning specified in Section 6.3.
"Sales Price" has the meaning specified in Section 3.2.


"Scheduling," "Scheduled" or "Schedule" means or relates to the acts of 
Seller, Buyer and their designated representatives, including each 
Party's Transmission Providers, if applicable, of notifying, requesting 
and confirming to each other and NEPOOL the quantity(ies) of Firm 
Energy, Energy and/or capacity (including OPCAP) to be delivered in each 
Interval on any given day or days at a specified NEPOOL PTF.
"Seller" means either MS or GMP, as the case may be, when it is the 
Party who is obligated to sell and deliver, or cause to be delivered, 
Firm Energy and/or OPCAP.
"Specified Indebtedness" means a loan or other obligation to pay monies 
or GMP's obligation to deliver Energy or pay money to Hydro Quebec.
"Statement" has the meaning specified in Section 7.1.
"Taxes" means any or all ad valorem, property, occupation, severance, 
generation, first use, conservation, Btu or energy, transmission, 
utility, gross receipts, privilege, sales, use, consumption, excise, 
lease, transaction, and other or new Taxes, governmental charges, 
licenses, fees, permits and assessments, or increases therein, other 
than taxes based on net income or net worth.
"Term" has the meaning specified in Section 5.1 with respect to this 
Agreement and, in the case of an individual Transaction, shall mean the 
period from the Effective Date to the conclusion of such transaction.
"Termination Date" has the meaning specified in Section 5.1.
"Transaction" means purchases and sales between MS and GMP as further 
specified in Section 12.3.
"Transmission Provider" means the entity or entities transmitting Firm 
Energy on behalf of Seller or Buyer to or from the NEPOOL PTF(s) in 
connection with a particular purchase or sale.