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                                                                 EXHIBIT 10.B.93

                            2001 AMENDATORY AGREEMENT
                            -------------------------

     This  2001  Amendatory  Agreement,  dated  as of September 21, 2001 between
VERMONT  YANKEE  NUCLEAR  POWER  CORPORATION  ("Vermont  Yankee"),  a  Vermont
corporation,  and  GREEN  MOUNTAIN POWER CORPORATION, a Vermont corporation (the
"Purchaser"),  amending  both  the  Power  Contract,  dated February 1, 1968, as
heretofore amended by eight amendments dated June 1, 1972, April 15, 1983, April
24,  1985, June 1, 1985, May 6, 1988, June 15, 1989 and December 1, 1989 between
Vermont Yankee and the Purchaser (the "Power Contract") and the Additional Power
Contract, dated as of February 1, 1984, between Vermont Yankee and the Purchaser
(the  "Additional  Power  Contract").

     For  good  and  valuable  consideration,  the  receipt  of  which is hereby
acknowledged,  it  is  agreed  as  follows:

1.  Basic  Understandings.
    ----------------------

     Vermont  Yankee was organized in 1966 to provide for the supply of power to
its  sponsoring  utility  companies,  including the Purchaser (collectively, the
"Purchasers").  It  constructed a nuclear electric generating unit, having a net
capability  of  approximately  510  megawatts electric (the "Unit") at a site in
Vernon,  Vermont.  Vermont  Yankee  was  issued  a full-term, Facility Operating
License for the Unit by the Atomic Energy Commission (now the Nuclear Regulatory
Commission, which, together with any successor agencies, is hereafter called the
"NRC"),  which  license  is  now stated to expire on March 21, 2012 (the "End of
License  Term").  The  Unit  has  been in commercial operation since December 1,
1972  and  continues  to  operate.

     The  names  of  the  Purchasers  of  Vermont  Yankee  and  their respective
interests ("entitlement percentages") in Vermont Yankee and the net capacity and
output  of  the  Unit  are  as  follows:
               Purchaser                       Entitlement  Percentage
               ---------                       -----------------------

        Central  Vermont  Public  Service  Corporation     35.0%
        Green  Mountain  Power  Corporation               20.0%
        New  England  Power  Company                      22.5%
        The  Connecticut  Light  and  Power  Company         9.5%
        Central  Maine  Power  Company                     4.0%
        Public  Service  Company  of  New  Hampshire         4.0%
        Western  Massachusetts  Electric  Company          2.5%
        Cambridge  Electric  Light  Company                2.5%

     The  Unit  was  conceived  to  supply  economic  power on a cost of service
formula basis to the Purchasers.  Pursuant to the Power Contract, Vermont Yankee
has  agreed to supply to the Purchaser and, pursuant to separate power contracts
substantially  identical  to  the  Power  Contract  except  for the names of the
parties  (collectively,  as  amended through the date hereof, the "Initial Power
Contracts"), to the other Purchasers all of the capacity and the electric energy
available  from  the  Unit for a thirty year term extending through November 30,
2002.

     Pursuant  to  the  Additional  Power Contract, Vermont Yankee has agreed to
supply  to  the  Purchaser,  and pursuant to separate additional power contracts
substantially identical to the Additional Power Contract except for the names of
the  parties  (collectively, as amended through the date hereof, the "Additional
Power  Contracts"), to the other Purchasers all the capacity and electric energy
available  from the Unit during an operative term stated to commence on December
1,  2002 (when the Initial Power Contracts terminate) and extending until a date
which  is 30 days after the later of the date on which the last of the financial
obligations of Vermont Yankee has been extinguished or the date on which Vermont
Yankee  is  finally  relieved  of any obligations under the last of the licenses
(operating  or  possessory)  which it holds, or hereafter receives, from the NRC
with  respect  to the Unit.  The Additional Power Contracts also provide, in the
event  of  their  earlier cancellation, that the decommissioning cost obligation
and  the  other  applicable  provisions  of the Additional Power Contracts shall
remain  in  effect  to  permit  final  billings  of costs incurred prior to such
cancellation.

     Pursuant to the Initial Power Contracts and the Additional Power Contracts,
the  Purchasers  are entitled and obligated to take their respective entitlement
percentages  of  the  capacity  and net electrical output of the Unit during the
service  life  of  the  Unit  and  are  obligated  to pay therefor monthly their
respective  entitlement  percentages  of  Vermont  Yankee's  cost  of  service,
including  decommissioning  costs,  whether  or  not  the  Unit  is  operated.

     On  August  14,  2001,  the  Board  of  Directors  of Vermont Yankee, which
includes  representatives  of  the  Purchasers  (including the Purchaser), after
conducting a thorough review of the economics of continued operation of the Unit
until  End  of  License  Term in comparison to other alternatives (including the
early  shut-down  of  the  Unit)  available to Vermont Yankee and evaluating the
competing  bids  received  in  a  formal auction of the Unit commenced in April,
2001,  voted  to  approve a Purchase and Sale Agreement (the "PSA"), dated as of
August  15,  2001,  among Vermont Yankee and Entergy Nuclear Vermont Yankee, LLC
("ENVY")  and  Entergy Corporation, as guarantor, pursuant to which the Unit and
related  assets of Vermont Yankee, including a pre-funded decommissioning trust,
would  be  sold  to ENVY.  The PSA also provided that Vermont Yankee would enter
into  a  Power  Purchase Agreement (the "PPA") with ENVY to purchase 100% of the
actual net output of the Unit up to its present operating level of approximately
510  megawatts  electric, together with the related ancillary products available
from  the Unit, for a period from the Effective Date (as hereinafter defined) to
the End of License Term or the earlier shutdown of the Unit, all such energy and
ancillary products to be resold at wholesale by Vermont Yankee to the Purchasers
pursuant  to  the  Initial Power Contracts and the Additional Power Contracts as
amended  hereby.

      As  a consequence of the PSA and the PPA, Vermont Yankee and the Purchaser
propose to further amend the Power Contract and the Additional Power Contract in
various  respects  in  order  (i)  to  release  Vermont  Yankee from any further
obligations  under  said  contracts  with  respect  to  the  operation  and
decommissioning  of  the  Unit,  (ii)  to clarify and confirm provisions for the
recovery  under  said  contracts  of  the remaining unamortized costs previously
incurred  by Vermont Yankee in providing capacity and energy from the Unit prior
to  the  Effective  Date,  (iii)  to  provide  for  the recovery of any costs or
liabilities  assumed  by  Vermont  Yankee  under  the PSA and PPA and of Vermont
Yankee's on-going administrative expenses, and (iv) to provide for the resale at
cost  by  Vermont  Yankee  to  the  Purchaser  of  the  Purchaser's  entitlement
percentage  of  the  aforesaid  output  and ancillary products of the Unit to be
purchased  by  Vermont  Yankee  from  ENVY  pursuant  to  the  PPA.

     Vermont  Yankee  and  the  Purchaser  have  agreed  to enter into this 2001
Amendatory  Agreement.  Concurrently  herewith  each  of the other Purchasers is
entering  into  an amendatory agreement which is identical hereto except for the
necessary  changes  in  the  names  of  the  parties.

2.  Parties'  Contractual  Commitments.
    -----------------------------------

     Vermont  Yankee  and  the  Purchaser  each  acknowledge  that the other has
faithfully  performed  its  obligations under the Power Contract.  The Purchaser
hereby  reconfirms  its  obligations under the Power Contract and the Additional
Power Contract to pay its entitlement percentage of Vermont Yankee's unamortized
costs  of  the  Unit as deferred payment in connection with the capacity and net
electrical  output of the Unit previously delivered by Vermont Yankee and agrees
that the decision to sell the Unit as described in Section 1 hereof did not give
rise  to any cancellation right under Section 9 of the Power Contract or Section
10  of  the  Additional Power Contract. Vermont Yankee and the Purchaser further
agree that the Purchaser shall continue to be entitled and obligated to purchase
its  entitlement  percentage  of  the  aforesaid  output  and ancillary products
available  from  the  Unit during the terms of the Power Contract and Additional
Power  Contract as hereinafter provided, and to pay a like percentage of Vermont
Yankee's  costs therefor, and that Vermont Yankee shall continue to be obligated
to resell such output and ancillary products to the Purchaser during such terms.
Recognizing that the PSA, by transferring ownership and operating responsibility
for  the  Unit,  changes the nature of the costs that Vermont Yankee will incur,
including  those  to  obtain such output and ancillary products from the Unit of
which  a  portion is being resold hereunder to the Purchaser, Vermont Yankee and
the  Purchaser  further  agree  that  this  Amendatory  Agreement sets forth the
necessary  and  appropriate  provisions  for  the  continuation of the foregoing
entitlements  and  obligations.

     Except  as  expressly modified by this Amendatory Agreement, the provisions
of the Power Contract and the Additional Power Contract remain in full force and
effect.

3.  Effective  Date.
    ---------------

     Subject  to  receipt of FERC approval, this 2001 Amendatory Agreement shall
become  effective  concurrently  with  the Closing under the PSA (the "Effective
Date").

4.  Power  Contract  Amendments.
    ---------------------------

     The  Power  Contract  is  hereby  amended  as  follows:

     (a)    In  recognition  of  the sale of the Unit being effected pursuant to
the  PSA  and  the  intention  of the parties to release Vermont Yankee from any
further  obligations  with respect to operation of the Unit, the text of each of
Sections 3, 4, 5, 6, 8, 9 and 10 of the Power Contract is hereby deleted and, in
lieu  thereof in each instance the words "Intentionally Deleted and This Section
Left  Blank"  shall  be  inserted; provided, however, that the pre-existing text
shall remain in effect for purposes of settling any accounts between the parties
for  periods  prior  to  the  Effective  Date.

     (b)    A  new  section 10A is hereby inserted immediately following Section
10  to  read  as  follows:

            "10A.  Definitions.
                   -----------

            Unless  the  context  otherwise  specifies  or  requires,
            capitalized  terms  not  otherwise  defined  herein  shall
            have  the  meanings  provided  in  the  PPA  and  each  term
            defined  below,  when  used  in  this  contract,  shall
            have  the  meaning  indicated  below:

            "Closing"  means  the  Closing  as  defined  in  the  PSA.

            "Effective  Date"  has  the  meaning  provided  in  Section
             3  hereof.

            "End  of  License  Term"  means  March  21,  2012.

            "End  of  Term  Date"  means  the  earlier  of  the  End  of
             License  Term  or  the  date  on  which  the  Unit  is
             permanently  removed  from  service.

            "ENVY"  means  Entergy  Nuclear  Vermont  Yankee,  LLC,  a
             Delaware  limited  liability  company.

            "Entitlement  percentage"  has  the  meaning  provided  in
             Section  1  hereof.

            "Future  Power"  means  the  aggregate  energy,  capacity
             and  ancillary  products  actually  produced  by,  or
             available  from,  the  Unit  in  accordance  with  the  PPA.

            "Net  capacity"  means  for  any  period  the  actual  level
             at  which  the  Unit  is  operated,  less  station  service
             use,  transformer  losses  and  generator  lead  losses.

            "PPA"  means  the  Power  Purchase  Agreement,  dated  as  of
             August  15,  2001,  between  Vermont  Yankee,  as  buyer,
             and  ENVY,  as  seller,  a  complete  copy  of  which  is
             attached  hereto  as  Exhibit  B.

            "PPA  Entitlement  Percentage"  means  the  Sub-Entitlement
             or,  if  applicable,  the  portion  of  the  post-Uprate
             Company  Entitlement  (as  those  terms  are  defined  in  the
             PPA)  allocated  to  the  Purchaser  in  accordance  with  the
             PPA.

            "PPA  Obligations"  means  the  obligations  of  Vermont
             Yankee  to  ENVY  under  the  PPA  other  than  the  purchase
             price  payable  pursuant  to  Article  5  thereof,  a
             schedule  of  which  is  set  forth  on  Exhibit  A  hereto.

            "PSA"  means  the  Purchase  and  Sale  Agreement,  dated  as  of
             August  15,  2001,  among  Vermont  Yankee,  ENVY  and  Entergy
             Corporation,  as  guarantor,  as  amended  from  time  to  time.

            "PSA  Obligations"  means  the  obligations  of  Vermont  Yankee
             to  ENVY  under  the  PSA,  a  schedule  of  which  is set forth on
             Exhibit  A  hereto.

            "PSA  Transactions"  means  the  conduct  of  the  auction  process
             commenced  in  2001  to  sell  the  Unit,  the  proceedings  to
             obtain  regulatory  approval  of  the  transactions  resulting
             from  such  auction,  and  the  services  of  consultants,
             advisors  and  legal  counsel  with  respect  thereto.

            "Purchasers"  means  the  sponsoring  utilities  named  in Section 1
             hereof  or  their  respective  successors  or  assigns.

     (c)    In recognition of the Purchaser's continuing obligation to reimburse
Vermont  Yankee  for  its  entitlement percentage of certain of Vermont Yankee's
costs as deferred payment for the capacity and net electrical output of the Unit
previously  delivered  by Vermont Yankee and to reflect the change in the manner
in  which  Vermont  Yankee  will  incur  costs  to supply the Purchaser with its
aliquot share of the Future Power to be purchased pursuant to the PPA by Vermont
Yankee  from ENVY, the provisions of Sections 7 and 7A of the Power Contract are
hereby  deleted  and  new  Sections 7, 7A and 7B are inserted in lieu thereof as
follows:

           "7.    Reimbursed  Costs
                  -----------------

       With  respect  to  each  month  during  the  balance  of the term of this
contract,  the  Purchaser  will  pay  Vermont  Yankee  an  amount  equal  to the
Purchaser's  entitlement  percentage  of  each  of  (A)  the  portion of Vermont
Yankee's  Closing  Net Unit Investment allocable to such month, if any, together
with  one-twelfth  of the composite percentage for such month of the Closing Net
Unit  Investment  as most recently determined in accordance with this Section 7,
(B) Vermont Yankee's Total Transaction Costs Obligation, if any, for such month,
(C)  Vermont  Yankee's  total  operating  expenses  for  such month, (D) Vermont
Yankee's  PSA  Obligations,  if  any,  for  such month, (E) Vermont Yankee's PPA
Obligations,  if  any, for such month, (F) Vermont Yankee's Total Revolver Costs
for  such  month,  if  any, and (G) to the extent not duplicative of any payment
made  under  clause  (A)  above,  an  amount  equal to one-twelfth of the equity
percentage  for  such  month  of  the  Purchaser's entitlement percentage of the
equity  investment,  as most recently determined in accordance with this Section
7.

"Composite  percentage" shall be computed as of the Effective Date and as of the
last day of each month thereafter (the "computation date") and for any month the
composite  percentage  shall  be that computed as of the most recent computation
date.  "Composite  percentage"  as of a computation date shall be the sum of (i)
the  equity percentage as of such date multiplied by the percentage which equity
investment  as  of  such date is of the total capital as of such date, plus (ii)
the  stated  interest  rate  per  annum of each principal amount of indebtedness
bearing  a  particular  rate  of  interest  outstanding  on  such date for money
borrowed  from  persons other than Purchasers multiplied by the percentage which
such  principal  amount  is  of  total  capital  as  of  such  date.

"Equity percentage" as of any date shall be whatever percentage per annum may be
authorized  from  time  to  time  by  FERC.

"Common  stock  equity  investment"  as  of  any  date  shall  consist of equity
investment  as  of  such  date  less  the  aggregate  par value of all issues of
preferred  stock  outstanding  on  such  date.

"Equity  investment"  as of any date shall consist of the sum of (i) all amounts
theretofore  paid  to  Vermont  Yankee  for all capital stock theretofore issued
(taken at the total par value thereof plus the total of all amounts in an excess
of  such  par  value  paid  thereon);  plus all capital contributions, loans and
advances  theretofore  made to Vermont Yankee by the Purchasers, less the sum of
any  amounts  distributed by Vermont Yankee to the Purchasers or stockholders in
the form of stock repurchases or redemptions, return of capital or repayments of
loans  and advances; plus (ii) any credit balance in the capital surplus account
(not  included  under (i)) and in earned surplus account on the books of Vermont
Yankee  as  of  such  date.

"Total  capital" as of any date shall be the equity investment plus the total of
all  indebtedness  then  outstanding  for  money  borrowed  from  other than the
Purchasers.

"Uniform  System"  shall  mean  the Uniform System of Accounts prescribed by the
Federal  Power Commission for Class A and Class B Public Utilities and Licensees
as  in  effect  on the date of this contract and as said System may be hereafter
amended  to  take  account  of  private  ownership  of special nuclear material.

Vermont  Yankee's  "operating  expenses"  shall include all expenses incurred by
Vermont  Yankee  after  the  Effective  Date  (i) for administrative and general
expenses  which  would  be properly chargeable by an operating electric utility,
less  any  applicable credits thereto, in accordance with the Uniform System and
(ii) for expenses, if any, resulting from the settlement of claims of dissenting
shareholders.

The  "net Unit investment" shall consist, in each case with respect to the Unit,
of  (i)  the aggregate amount properly chargeable at the time in accordance with
the  Uniform  System  of  Vermont  Yankee's  electric  plant accounts (including
construction  work  in  progress),  less  the  sum  of  (x) the aggregate amount
included  in  operating  expenses  from the plant completion date to the date in
question  on  account  of  depreciation  accruals  (and amortization, if any, of
property  losses)  reduced  by  the aggregate of all amounts charged during such
period against the accumulated provision for depreciation plus (y) the amount of
net  available  cash;  plus (ii) the aggregate amount properly chargeable at the
time  in  accordance  with  the  Uniform  System  to  accounts representing fuel
assemblies  and components (including nuclear materials) and other materials and
supplies,  less the balance, if any, at the time of the accumulated amortization
thereof;  plus  (iii)  such  reasonable  allowances  for  prepaid items and cash
working  capital  as may from time to time be determined by Vermont Yankee; less
(z)  the  net proceeds received from the sale of any assets properly included in
said  electric  plant accounts.  However, for purposes of this contract, the net
amount  included  at  any  date  after  the  plant  completion  date in net Unit
investment  under  clause  (i) of the immediately preceding sentence shall in no
event  be  less  than  the  excess  of:

(a)  the  amount  properly chargeable at the plant completion date in accordance
with  the Uniform System to electric plant accounts (including construction work
in  progress)  with  respect  to  the  Unit,
     over
(b) the sum of (x) the aggregate minimum amount required by this Section 7 to be
included  in  operating  expenses  from the plant completion date to the date in
question  on  account  of  depreciation  accruals  (and amortization, if any, or
property  losses)  plus  (y)  the  amount  of  net  available  cash.

The  net Unit investment shall be determined as of the plant completion date and
thereafter  as  of the commencement of each calendar year, or, if Vermont Yankee
elects,  at  more  frequent  intervals.

 "Closing  Net  Unit  Investment"  means  the  amount  of  net  Unit  investment
determined  as  of  the Effective Date, which amount shall be amortized in equal
monthly  amounts during the period beginning on the Effective Date and ending on
the  End  of  License  Term.

"Net  available cash" means, at any date as of which the amount thereof is to be
determined,  the  excess  of (a) the aggregate amount received by Vermont Yankee
after  the plant completion date and prior to two years before the determination
date  as  insurance  proceeds on account of loss or damage to the Unit or as the
proceeds  of  a  sale  or  condemnation  of  a portion of the Unit, over (b) the
aggregate  amount  expended  after  the  plant  completion date and prior to the
determination date on account of rebuilding, repairs, replacements and additions
to  the  Unit,  provided  that  insurance  proceeds  received  with respect to a
particular  loss  shall  be  taken  into  account  for purposes of the foregoing
computation  only  if  the  amount  received  with  respect  to the loss exceeds
$150,000.

"Closing  Expenses"  means  the  funds,  if  any, required to defray any closing
adjustments  payable  by  Vermont  Yankee  in  accordance  with  the  PSA.

"Sale  Costs"  means the funds, if any, required to defray the costs incurred in
connection  with the pre-2001 efforts to sell the Unit and the PSA Transactions,
including the refunding of such costs to the Purchasers to the extent previously
billed  to,  and  paid  by,  the  Purchasers.

"Transaction Costs" means the sum of (a) the Closing Expenses plus (b) the Sales
Costs.

"Total  Transaction  Costs  Obligation"  for  any  month  shall  mean the amount
attributable to such month for the payment of principal and interest, if any, on
the  Transaction  Costs, calculated on the basis of amortizing such liability in
equal  monthly  amounts  over  the  period from the Effective Date to the End of
License  Term.

"Short-term  Revolver" means one or more borrowings by Vermont Yankee during the
term  of  this contract to obtain funds to meet short-term operating cash needs.

"Total Revolver Costs" for any month means the amount attributable to such month
for  the  payment  of  principal,  interest  and  other fees, if any, due on the
Short-term  Revolver.

     7A.    Purchase  of  Future  Power,  Delivery  and  Payments.
            -----------------------------------------------------

     (a)  Purchase  of  Future  Power:  With  respect  to  each month during the
          ---------------------------
period  commencing on the Effective Date and ending on the earlier of the End of
Term  Date or the end of the operative term of this contract, the Purchaser will
be  entitled  and obligated to take its PPA Entitlement Percentage of the Future
Power.  The  Purchaser's  PPA Entitlement Percentage of the Future Power will be
delivered  to and accepted by it at the Producer's Delivery Point (as defined in
the  PPA).  All  deliveries  will  be  made  in  the  form of 3-phase, 60 cycle,
alternating  current  at a nominal voltage of 345,000 volts.  The Purchaser will
make its own arrangements for the transmission of its share of the Future Power.
In  accordance  with  the PPA, ENVY will be responsible for maintaining metering
and  telemetering  with  respect  to  the  Future  Power.

     With  respect to each month during the aforesaid period, Purchaser will pay
Vermont  Yankee  for  the  Future  Power  actually delivered to the Purchaser an
amount  equal  to  its  PPA  Entitlement  Percentage  of  (a) the purchase price
calculated pursuant to Article 5 of the PPA plus (b) any applicable Governmental
Charges  allocable  to  Vermont  Yankee  pursuant  to  Section 18(b) of the PPA.

     (b)  Contingent  Option to Terminate Purchase.  Pursuant to Article 4(c) of
          -----------------------------------------
the  PPA, Vermont Yankee was granted an option to negotiate for release from all
or  part  of  its  obligations  to  purchase power under the PPA effective as of
February  28,  2005 and a further option to negotiate for release of any balance
of  such  obligations  effective  December  31,  2007,  each  such  option being
exercisable  by  written  notice  to  the  ENVY  at  least 180 days prior to its
effective  date  (each such notice date being referred to herein as an "exercise
date").  Those  options  affect  the Sub-Entitlements of each of the Purchasers.
Vermont Yankee hereby grants the Purchaser the right to direct Vermont Yankee to
exercise such option with respect to the Purchaser's Sub-Entitlement as follows:

If  the  Purchaser  desires to direct Vermont Yankee to negotiate the release of
the  Purchaser's  Sub-Entitlement  under  the  PPA  pursuant to such option, the
Purchaser shall give written notice to that effect to Vermont Yankee at least 90
days in advance of the relevant exercise date.  Upon receipt of such notice from
the  Purchaser,  Vermont  Yankee  shall  confer with all other Purchasers giving
similar notices to ascertain the scope of negotiating discretion granted by such
Purchasers  and  shall  thereafter  give  timely  written  notice  to  the  ENVY
indicating  Vermont  Yankee's  desire  to  negotiate  the  release  of  the
Sub-Entitlements of those Purchasers that have given Vermont Yankee the required
notice.  Vermont  Yankee  shall thereafter negotiate in good faith with the ENVY
for  release  of  said  Sub-Entitlements  from  the PPA and shall maintain close
coordination with the Purchaser and other affected Purchasers to assure that the
terms  of  such  release  are  acceptable.  Any  final release agreement between
Vermont  Yankee  and  the  ENVY  shall be subject to ratification by each of the
Purchasers  affected  thereby.  If  the  Purchaser  fails  to ratify the release
agreement  within the time provided by such agreement, its Sub-Entitlement shall
be  excluded  from  the  release  agreement.

     Vermont Yankee and the Purchaser hereby further agree that:  (a) after such
a  release  agreement has been ratified by the Purchaser, the Purchaser will pay
to  Vermont  Yankee the Purchaser's proportionate share of the payments, if any,
due  to  the  ENVY  in  connection with such release; and (b) from and after the
effective  date  of  any  release  affecting  the  Purchaser's  Sub-Entitlement
Percentage,  the  Purchaser shall no longer be obligated, pursuant to clause (a)
above, to take and pay for any Future Power delivered after such effective date.

     (c)  ISO  Filing.  Vermont  Yankee  agrees  to  submit this contract to the
          -----------
market  system  maintained  by  the  Independent  System Operator of New England
provided  for  in  the  NEPOOL  Agreement.

(d)  Adequate  Assurance.  In  the  event  that  ENVY  exercises its right under
     -------------------
Article  7(h)  of  the  PPA  to  request  adequate  assurance  with  respect  to
Purchaser's  PPA Entitlement Percentage of the Future Power, then Vermont Yankee
shall  be  deemed  to  have  commercially  reasonably  grounds  for  insecurity
concerning  Purchaser's ability to perform its obligations under this Section 7A
and  may  provide  Purchaser  with  written notice requesting adequate assurance
("Adequate  Assurance") of due performance of Purchaser's obligations under this
Section  7A for the benefit of Vermont Yankee and/or ENVY.  Upon receipt of such
notice  by mail postage prepaid, facsimile, telecopy or hand delivery, Purchaser
shall  have  twelve  (12)  Business  Days  to provide such Adequate Assurance to
Vermont  Yankee  and  ENVY.

7B.    Billing.
       -------

     Vermont  Yankee  will  submit,  by  telecopy  or  other  agreeable same day
delivery  mechanism,  to  the Purchaser, as soon as practicable after the end of
each  month,  an  invoice  for  the  aggregate  amount  payable by the Purchaser
pursuant to Sections 7 and 7A hereof with respect to the particular month.  Such
bills  will  be  rendered in such detail as the Purchaser may reasonably request
and  may  be rendered on an estimated basis subject to corrective adjustments in
subsequent  billing  periods.  All  payments  shown  to  be due on such invoice,
except  amount  in  dispute,  shall  be  due  and  payable  by wire transfer per
instructions  on the invoice on or before the later of the eighteenth (18th) day
of  each  month,  or  the  eighth  (8th) day after receipt of the invoice, or if
either  such  day  is  not  a  Business  Day,  then  on  the  next Business Day.

     (d)   Section  14  of  the  Power  Contract is hereby amended by adding the
following  at  the  end  thereof:

"Notwithstanding  the  foregoing,  (a) Purchaser (or its assigns) may assign its
interest  under Section 7A of this contract only (i) to a third party that has a
credit rating equal to the higher of that of the assignor or of investment grade
as  determined by a nationally rated service, or (ii) to a single purpose entity
whose  obligations  hereunder  are guaranteed by a parent that has such a credit
rating,  or  (iii)  in  connection  with  a  merger,  consolidation  or  sale of
substantially  all its assets to another party that has a credit rating at least
equal  to  that  of  the  Purchaser  (or  its  assigns).
       The  Purchaser  hereby  consents  to  Vermont  Yankee creating a security
interest  in  Vermont Yankee's interest in this contract for the benefit of ENVY
and/or  the  lenders  under  the Short-term Revolver and agrees that Purchaser's
obligations  hereunder  shall  not  be  affected  thereby."

     (e)  Section  20  of  the  Power Contract is hereby amended by deleting the
first  sentence  thereof  and deleting the word "other" from the second sentence
thereof.

5.  Additional  Power  Contract  Amendments.
    ---------------------------------------

     The  Additional  Power  Contract  is  hereby  amended  as  follows:

     (a)   In recognition of the sale of the Unit being effected pursuant to the
PSA and, the intention of the parties to release Vermont Yankee from any further
obligations  with respect to operation of the Unit, the text of each of Sections
3,  4, 5, 6, 8, 9, 10  and 11 of the Additional Power Contract is hereby deleted
and,  in lieu thereof in each instance the words "Intentionally Deleted and This
Section  Left  Blank"  shall  be  inserted.

     (b)   A new section 10A is hereby inserted immediately following Section 10
to  read  as  follows:

     "10A.  Definitions.
            -----------

     Unless  the  context otherwise specifies or requires, capitalized terms not
otherwise  defined  herein  shall have the meanings provided in the PPA and each
term defined below, when used in this contract, shall have the meaning indicated
below:

"Closing"  means  the  Closing  as  defined  in  the  PSA.

"Effective  Date"  has  the  meaning  provided  in  Section  3  hereof.

"End  of  License  Term"  means  March  21,  2012.

"End  of  Term Date" means the earlier of the End of License Term or the date on
which  the  Unit  is  permanently  removed  from  service.

"ENVY"  means  Entergy Nuclear Vermont Yankee, LLC, a Delaware limited liability
company.

"Entitlement  percentage"  has  the  meaning  provided  in  Section  1  hereof.

"Future  Power"  means  the  aggregate  energy,  capacity and ancillary actually
produced  by,  or  available  from,  the  Unit  in  accordance  with  the  PPA.

"Initial  Power  Contracts"  means  the  several  Power  Contracts,  dated as of
February 1, 1968, as amended, between Vermont Yankee and each of the Purchasers.

"Net  capacity"  means  for  any  period  the  actual level at which the Unit is
operated,  less  station  service  use,  transformer  losses  and generator lead
losses.

     "Operative  term"  has  the  meaning  provided  in  Section  2  hereof.

 "PPA"  means the Power Purchase Agreement, dated as of August 15, 2001, between
Vermont  Yankee,  as  buyer,  and  ENVY,  as seller, a complete copy of which is
attached  hereto  as  Exhibit  B.

"PPA  Entitlement  Percentage"  means the Sub-Entitlement or, if applicable, the
portion  of  the  post-Uprate Company Entitlement (as those terms are defined in
the  PPA)  allocated  to  the  Purchaser  in  accordance  with  the  PPA.

"PPA  Obligations" means the obligations of Vermont Yankee to ENVY under the PPA
other  than the purchase price payable pursuant to Article 5 thereof, a schedule
of  which  is  set  forth  on  Exhibit  A  hereto.

"PSA"  means the Purchase and Sale Agreement, dated as of August 15, 2001, among
Vermont Yankee, ENVY and Entergy Corporation, as guarantor, as amended from time
to  time.

"PSA Obligations" means the obligations of Vermont Yankee to ENVY, a schedule of
which  is  set  forth  on  Exhibit  A  hereto.

"PSA Transactions" means the conduct of the auction process commenced in 2001 to
sell the Unit, the proceedings to obtain regulatory approval of the transactions
resulting from such auction, and the services of consultants, advisors and legal
counsel  with  respect  thereto.

"Purchasers"  means  the sponsoring utilities named in Section 1 hereof or their
respective  successors  or  assigns.

     (c)    Section 2 of the Additional Power Contract is hereby amended in full
to  read  as  follows:

"The  operative  term  of  this  contract  shall  commence  on  December 1, 2002
notwithstanding the fact that the Unit has been sold to ENVY and shall terminate
30 days after the date on which the last of the respective financial obligations
of  Vermont Yankee and the Purchaser which constitute elements of the reimbursed
costs  calculated pursuant to Section 7 hereof and the purchase price for Future
Power  calculated  pursuant  to  Section  7A  hereof  has  been  extinguished."

     (d)    In recognition of the Purchaser's continuing obligation to reimburse
Vermont  Yankee  for  its  aliquot share of certain of Vermont Yankee's costs as
deferred  payment  for  the  capacity  and  net  electrical  output  of the Unit
previously  delivered  by Vermont Yankee and to reflect the change in the manner
in  which  Vermont  Yankee  will  incur  costs  to supply the Purchaser with its
entitlement  percentage of the  Future Power to be purchased pursuant to the PPA
by Vermont Yankee from ENVY, the provisions of Section 7 of the Additional Power
Contract  are  hereby deleted and new Sections 7, 7A and 7B are inserted in lieu
thereof  as  follows:

     "7.   Reimbursed  Costs
           -----------------

     With  respect to each month during the operative term of this contract, the
Purchaser will pay Vermont Yankee an amount equal to the Purchaser's entitlement
percentage  of  each  of  (A)  the  portion of Vermont Yankee's Closing Net Unit
Investment  applicable  to  such month, if any, together with one-twelfth of the
composite  percentage  for such month of the Closing Net Unit Investment as most
recently  determined  in  accordance  with  this Section 7, (B) Vermont Yankee's
Total Transaction Costs Obligation, if any, for such month, (C) Vermont Yankee's
total  operating  expenses for such month, (D) Vermont Yankee's PSA Obligations,
if  any,  for such month, (E) Vermont Yankee's PPA Obligations, if any, for such
month, (F) Vermont Yankee's Total Revolver Costs for such month, if any, and (G)
to  the  extent  not  duplicative of any payment made under clause (A) above, an
amount  equal  to  one-twelfth  of  the  equity percentage for such month of the
Purchaser's  entitlement  percentage  of the equity investment, as most recently
determined  in  accordance  with  this  Section  7.

"Composite  percentage" shall be computed as of the Effective Date and as of the
last day of each month thereafter (the "computation date") and for any month the
composite  percentage  shall  be that computed as of the most recent computation
date.  "Composite  percentage"  as of a computation date shall be the sum of (i)
the  equity percentage as of such date multiplied by the percentage which equity
investment  as  of  such date is of the total capital as of such date, plus (ii)
the  stated  interest  rate  per  annum of each principal amount of indebtedness
bearing  a  particular  rate  of  interest  outstanding  on  such date for money
borrowed  from  persons other than Purchasers multiplied by the percentage which
such  principal  amount  is  of  total  capital  as  of  such  date.

"Equity percentage" as of any date shall be whatever percentage per annum may be
authorized  from  time  to  time  by  FERC.

"Common  stock  equity  investment"  as  of  any  date  shall  consist of equity
investment  as  of  such  date  less  the  aggregate  par value of all issues of
preferred  stock  outstanding  on  such  date.

"Equity  investment"  as of any date shall consist of the sum of (i) all amounts
theretofore  paid  to  Vermont  Yankee  for all capital stock theretofore issued
(taken at the total par value thereof plus the total of all amounts in an excess
of  such  par  value  paid  thereon);  plus all capital contributions, loans and
advances  theretofore  made to Vermont Yankee by the Purchasers, less the sum of
any  amounts  distributed by Vermont Yankee to the Purchasers or stockholders in
the form of stock repurchases or redemptions, return of capital or repayments of
loans  and advances; plus (ii) any credit balance in the capital surplus account
(not  included  under (i)) and in earned surplus account on the books of Vermont
Yankee  as  of  such  date.

"Total  capital" as of any date shall be the equity investment plus the total of
all  indebtedness  then  outstanding  for  money  borrowed  from  other than the
Purchasers.

"Uniform  System"  shall  mean  the Uniform System of Accounts prescribed by the
Federal  Power Commission for Class A and Class B Public Utilities and Licensees
as  in  effect  on the date of this contract and as said System may be hereafter
amended  to  take  account  of  private  ownership  of special nuclear material.

Vermont  Yankee's  "operating expenses" shall include all ordinary and necessary
expenses  incurred  by  Vermont  Yankee during the term of this contract (i) for
administrative  and  general  expenses  which would be properly chargeable by an
operating  electric  utility, less any applicable credits thereto, in accordance
with  the  Uniform  System  and  (ii)  for  expenses, if any, resulting from the
settlement  of  claims  of  dissenting  shareholders.

The  "net Unit investment" shall consist, in each case with respect to the Unit,
of  (i)  the aggregate amount properly chargeable at the time in accordance with
the  Uniform  System  of  Vermont  Yankee's  electric  plant accounts (including
construction  work  in  progress),  less  the  sum  of  (x) the aggregate amount
included  in  operating  expenses  from the plant completion date to the date in
question  on  account  of  depreciation  accruals  (and amortization, if any, of
property  losses)  reduced  by  the aggregate of all amounts charged during such
period against the accumulated provision for depreciation plus (y) the amount of
net  available  cash;  plus (ii) the aggregate amount properly chargeable at the
time  in  accordance  with  the  Uniform  System  to  accounts representing fuel
assemblies  and components (including nuclear materials) and other materials and
supplies,  less the balance, if any, at the time of the accumulated amortization
thereof;  plus  (iii)  such  reasonable  allowances  for  prepaid items and cash
working  capital  as may from time to time be determined by Vermont Yankee; less
(z)  the  net proceeds received from the sale of any assets properly included in
said  electric  plant accounts.  However, for purposes of this contract, the net
amount  included  at  any  date  after  the  plant  completion  date in net Unit
investment  under  clause  (i) of the immediately preceding sentence shall in no
event  be  less  than  the  excess  of:

(a)  the  amount  properly chargeable at the plant completion date in accordance
with  the Uniform System to electric plant accounts (including construction work
in  progress)  with  respect  to  the  Unit),
     over
(b)  the  sum  of (x) the aggregate minimum amount required by this Section 7 to
be  included in operating expenses from the plant completion date to the date in
question  on  account  of  depreciation  accruals  (and amortization, if any, or
property  losses)  plus  (y)  the  amount  of  net  available  cash.

The  net Unit investment shall be determined as of the plant completion date and
thereafter  as  of the commencement of each calendar year, or, if Vermont Yankee
elects,  at  more  frequent  intervals.

 "Closing  Net  Unit  Investment"  means  the  amount  of  net  Unit  investment
determined  as  of  the Effective Date, which amount shall be amortized in equal
monthly amounts during the period commencing on the Effective Date and ending on
the  End  of  License  Date.

"Net  available cash" means, at any date as of which the amount thereof is to be
determined,  the  excess  of (a) the aggregate amount received by Vermont Yankee
after  the plant completion date and prior to two years before the determination
date  as  insurance  proceeds on account of loss or damage to the Unit or as the
proceeds  of  a  sale  or  condemnation  of  a portion of the Unit, over (b) the
aggregate  amount  expended  after  the  plant  completion date and prior to the
determination date on account of rebuilding, repairs, replacements and additions
to  the  Unit,  provided  that  insurance  proceeds  received  with respect to a
particular  loss  shall  be  taken  into  account  for purposes of the foregoing
computation  only  if  the  amount  received  with  respect  to the loss exceeds
$150,000.

"Closing  Expenses"  means  the  funds, if any, required to defray other closing
adjustments  under  the  PSA.

"Sales  Costs"  means  the  funds,  if  any,  to  defray  the  costs incurred in
connection  with  pre-2001  efforts  to  sell the Unit and the PSA Transactions,
including the refunding of such costs to the Purchasers to the extent previously
billed  to,  and  paid  by,  the  Purchasers.

"Transaction  Costs" means the sum of (a) the Closing Expenses plus (b) the Sale
Costs.

"Total  Transaction  Costs  Obligation"  for  any  month  shall  mean the amount
attributable to such month for the payment of principal and interest, if any, on
the  Transaction  Costs, calculated on the basis of amortizing such liability in
equal  monthly  amounts  over  the  period from the Effective Date to the End of
License  Term.

"Short-term  Revolver" means one or more borrowings by Vermont Yankee during the
term  of  this contract to obtain funds to meet short-term operating cash needs.

"Total Revolver Costs" for any month means the amount attributable to such month
for payment of principal, interest and other fees, if any, due on the Short-term
Revolver.

     7A.    Purchase  of  Future  Power,  Delivery  and  Payments.
            -----------------------------------------------------

     (a)  Purchase  of  Future  Power:  With  respect  to  each month during the
          ---------------------------
period  commencing  on  December 1, 2002 and ending on the End of Term Date, the
Purchaser  will be entitled and obligated to take its PPA Entitlement Percentage
of  the  Future Power.  The Purchaser's PPA Entitlement Percentage of the Future
Power  will  be delivered to and accepted by it at the Producer's Delivery Point
(as defined in the PPA).  All deliveries will be made in the form of 3-phase, 60
cycle, alternating current at a nominal voltage of 345,000 volts.  The Purchaser
will  make its own arrangements for the transmission of its shares of the Future
Power.  In  accordance  with  the  PPA, ENVY will be responsible for maintaining
metering  and  telemetering  with  respect  to  the  Future  Power.

     With  respect to each month during the aforesaid period, Purchaser will pay
Vermont  Yankee  for  the  Future  Power  actually delivered to the Purchaser an
amount  equal  to  its  PPA  Entitlement  Percentage  of  (a) the purchase price
calculated pursuant to Article 5 of the PPA plus (b) any applicable Governmental
Charges  allocable  to  Vermont  Yankee  pursuant  to  Section 18(b) of the PPA.

(b)  Contingent  Option  to Terminate Purchase.  Pursuant to Article 4(c) of the
     ------------------------------------------
PPA,  Vermont  Yankee was granted an option to negotiate for release from all or
part of its obligations to purchase power under the PPA effective as of February
28,  2005  and  a further option to negotiate for release of any balance of such
obligations  effective  December 31, 2007, each such option being exercisable by
written  notice  to the ENVY at least 180 days prior to its effective date (each
such notice date being referred to herein as an "exercise date").  Those options
affect  the  Sub-Entitlements  of each of the Purchasers.  Vermont Yankee hereby
grants  the Purchaser the right to direct Vermont Yankee to exercise such option
with  respect  to  the  Purchaser's  Sub-Entitlement  as  follows:

If  the  Purchaser  desires to direct Vermont Yankee to negotiate the release of
the  Purchaser's  Sub-Entitlement  under  the  PPA  pursuant to such option, the
Purchaser shall give written notice to that effect to Vermont Yankee at least 90
days in advance of the relevant exercise date.  Upon receipt of such notice from
the  Purchaser,  Vermont  Yankee  shall  confer with all other Purchasers giving
similar notices to ascertain the scope of negotiating discretion granted by such
Purchasers  and  shall  thereafter  give  timely  written  notice  to  the  ENVY
indicating  Vermont  Yankee's  desire  to  negotiate  the  release  of  the
Sub-Entitlements of those Purchasers that have given Vermont Yankee the required
notice.  Vermont  Yankee  shall thereafter negotiate in good faith with the ENVY
for  release  of  said  Sub-Entitlements  from  the PPA and shall maintain close
coordination with the Purchaser and other affected Purchasers to assure that the
terms  of  such  release  are  acceptable.  Any  final release agreement between
Vermont  Yankee  and  the  ENVY  shall be subject to ratification by each of the
Purchasers  affected  thereby.  If  the  Purchaser  fails  to ratify the release
agreement  within the time provided by such agreement, its Sub-Entitlement shall
be  excluded  from  the  release  agreement.

     Vermont Yankee and the Purchaser hereby further agree that:  (a) after such
a  release  agreement has been ratified by the Purchaser, the Purchaser will pay
to  Vermont  Yankee the Purchaser's proportionate share of the payments, if any,
due  to  the  ENVY  in  connection with such release; and (b) from and after the
effective  date  of  any  release  affecting  the  Purchaser's  Sub-Entitlement
Percentage,  the  Purchaser shall no longer be obligated, pursuant to clause (a)
above, to take and pay for any Future Power delivered after such effective date.

     (c)  ISO  Filing.  Vermont  Yankee  agrees  to  submit this contract to the
          -----------
market  system  maintained  by  the  Independent  System Operator of New England
provided  for  in  the  NEPOOL  Agreement.

(d)  Adequate  Assurance.  In  the  event  that  ENVY  exercises its right under
     -------------------
Article  7(h)  of  the  PPA  to  request  adequate  assurance  with  respect  to
Purchaser's  PPA Entitlement Percentage of the Future Power, then Vermont Yankee
shall  be  deemed  to  have  commercially  reasonably  grounds  for  insecurity
concerning  Purchaser's ability to perform its obligations under this Section 7A
and  may  provide  Purchaser  with  written notice requesting adequate assurance
("Adequate  Assurance") of due performance of Purchaser's obligations under this
Section  7A for the benefit of Vermont Yankee and/or ENVY.  Upon receipt of such
notice  by mail postage prepaid, facsimile, telecopy or hand delivery, Purchaser
shall  have  twelve  (12)  Business  Days  to provide such Adequate Assurance to
Vermont  Yankee  and  ENVY.

     7B.     Billing.
             -------

     Vermont  Yankee  will  submit,  by  telecopy  or  other  agreeable same day
delivery  mechanism,  to  the  Purchaser,  as  soon  as  practicable  after  the
end  of each month, an invoice for the aggregate amount payable by the Purchaser
pursuant to Sections 7 and 7B hereof with respect to the particular month.  Such
bills  will  be  rendered in such detail as the Purchaser may reasonably request
and  may  be rendered on an estimated basis subject to corrective adjustments in
subsequent  billing  periods.  All  payments  shown  to  be due on such invoice,
except  amounts  in  dispute,  shall  be  due  and  payable by wire transfer per
instructions  on the invoice on or before the later of the eighteenth (18th) day
of  each  month,  or  the  eighth  (8th) day after receipt of the invoice, or if
either  such  day  is  not  a  Business  Day,  then  on  the  next Business Day.

     (e)   Section  15  of  the  Additional  Power Contract is hereby amended by
adding  the  following  to  the  end  thereof:

"Notwithstanding  the  foregoing,  (a) Purchaser (or its assigns) may assign its
interest  under Section 7A of this contract only (i) to a third party that has a
credit rating equal to the higher of that of the assignor or of investment grade
as  determined by a nationally rated service, or (ii) to a single purpose entity
whose  obligations  hereunder  are guaranteed by a parent that has such a credit
rating,  or  (iii)  in  connection  with  a  merger,  consolidation  or  sale of
substantially all its assets, to another party that has a credit rating at least
equal  to  that  of  the  Purchaser  (or  its  assigns).
        The  Purchaser  hereby  consents  to  Vermont Yankee creating a security
interest  in  Vermont Yankee's interest in this contract for the benefit of ENVY
and/or  the  lenders  under  the Short-term Revolver and agrees that Purchaser's
obligations  hereunder  shall  not  be  affected  by  thereby."

     (f)  Section  17  of  the  Additional  Power  Contract is hereby amended by
deleting  the  first  sentence  thereof  and  deleting the word "other" from the
second  sentence  thereof.

6.     Government  Regulation.  This  Amendatory  Agreement  and  all rights and
       ----------------------
obligations  of  the  Parties  hereunder  are subject to all applicable federal,
state and local laws and all duly promulgated orders and duly authorized actions
of  governmental authorities having proper and valid jurisdiction over the terms
of  this Amendatory Agreement.  Purchaser will be obligated to make all payments
to  Vermont  Yankee for purchases at wholesale of capacity, energy and ancillary
products  hereunder  regardless  of whether or not the Purchaser is permitted to
pass along or recover those payments from its customers.  Each of Vermont Yankee
and Purchaser shall not propose, advance or support, and shall vigorously oppose
and  defend  against,  any  action  by  any  legislature,  agency,  commission,
(including the Federal Energy Regulatory Commission), entity or court that would
adversely  affect the Parties' rights and benefits hereunder and each of Vermont
Yankee  and  the  Purchaser  will  vigorously pursue all actions and remedies to
overturn or cure any such action.  In addition, the rates, terms, and conditions
contained  in this Amendatory Agreement are not subject to change under Sections
205  or  206  of  the  Federal  Power  Act,  as either section may be amended or
superseded,  absent  the mutual written agreement of the Parties or a finding by
the  Federal Energy Regulatory Commission, that this Amendatory Agreement is not
in  the  public  interest.

7.     Confidentiality.  Except  as  otherwise  required  by  law  or  for
       ---------------
implementation  of this Amendatory Agreement, the Parties must keep confidential
       -----
the  transactions  undertaken  pursuant  hereto;  provided,  however,  that  the
Purchaser may disclose such information on a confidential basis to third parties
in  connection  with  good  faith  negotiation for the assignment of Purchaser's
interests  hereunder.  Nothing  herein  shall  preclude  the  Purchaser  from
disclosing  the  substance  of  this  Amendatory Agreement to third parties on a
confidential  basis  in connection with the negotiation of the assignment of any
of  its interests herein.  Any information provided by either Party to the other
Party  pursuant to this Amendatory Agreement and labeled  "CONFIDENTIAL" will be
used  by  the  receiving  Party  solely  in connection with the purposes of this
Amendatory  Agreement  and  will  not be disclosed by the receiving Party to any
third  party, except with the providing Party's consent.  This Section 7 of this
Amendatory  Agreement  will  not  prevent  either  Party  from  providing  any
confidential  information  received  from  the  other  Party  to any court or in
accordance  with  a  proper  discovery  request or in response to the reasonable
request  of any governmental agency with jurisdiction to regulate or investigate
the disclosing Party's affairs, provided that, if feasible, the disclosing Party
will  give  prior  notice  to  the  other  Party  of  such disclosure and, if so
requested  by  such other Party, will have used all reasonable efforts to oppose
or  resist  the requested disclosure, as appropriate under the circumstances, or
to  otherwise  make  such  disclosure  pursuant  to  a protective order or other
similar  arrangement  for  confidentiality.

8.     Miscellaneous.
       -------------

     (a)     Mitigation  of  Damages.  In the event of any default by Purchaser,
             -----------------------
Vermont  Yankee  shall  have  the  right  to  sell  the  Purchaser's entitlement
percentage  of  any energy and ancillary products and apply the proceeds thereof
against  the  amounts  owing  from  the  Purchaser.

     (b)     Counterparts.  This  Agreement  may  be  executed  in  two  or more
             ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment by their respective
officers  hereto  duly  authorized,  as  of  the  date  first  above  written.

     VERMONT  YANKEE  NUCLEAR  POWER
CORPORATION


     By  /s/  Bruce  W.  Wiggett
__________________________________
     Bruce  W  Wiggett
Senior  Vice  President  of
     Finance  and  Administration

     Address:     Box  169,  Ferry  Road
                                                           Brattleboro, VT 05301



     GREEN  MOUNTAIN  POWER  CORPORATION

By  /s/Christopher  L.  Dutton
      Name:Christopher  L.  Dutton
      Title:CEO  and  President


Address:

<PAGE>
EXHIBIT  A
TO
2001  AMENDATORY  AGREEMENT



I.     PSA  Obligations:

       The PSA Obligations comprise those set forth in the following sections of
the  PSA:

 2.4   Excluded  Liabilities

 6.11(b)  One-time  fee  due  to  DOE  under  the  DOE  Standard  Contract

 6.12  DOE  Decontamination  and  Decommissioning  fees

 9.1   Indemnification  obligations

II.   PPA  Obligations:

      The  PPA Obligations comprise those set forth in the following sections of
the  PPA:

 3(g)  Transmission  charges  for  Station  Use  Energy.

 7(h)  Adequate  assurance

 9     Indemnification  obligations