Exhibit 4.1 Eighteenth Supplemental Indenture


    Exhibit
      4.1

    


    


    


     

    GREEN
      MOUNTAIN POWER CORPORATION

     

    to

     

    THE
      BANK OF NEW YORK

    successor
      to United States Trust Company of New York, successor to The Chase Manhattan
      Bank (National Association), successor to The Chase National Bank of the City
      of
      New York, Trustee

    


    


    


    EIGHTEENTH
      SUPPLEMENTAL INDENTURE

     

    Dated
      as of July 1, 2006

     

    


    


    


    Supplemental
      to

     

    Indenture
      of First Mortgage

     

    and
      Deed of Trust

     

    Dated
      as of February 1, 1955

     

    


     

    This
      is a Security Agreement relating to Personal Property as well as a Mortgage
      upon
      Real Estate and Other Property

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    This
      EIGHTEENTH SUPPLEMENTAL INDENTURE dated as of July 1, 2006 made by GREEN
      MOUNTAIN POWER CORPORATION, as debtor (its Federal Tax Number being 03-0127430),
      a corporation duly organized and existing under the laws of the State of Vermont
      (hereinafter sometimes called the “Company”), whose mailing address and address
      of its chief executive office is 163 Acorn Lane, Colchester, Vermont 05446,
      party of the first part, and THE BANK OF NEW YORK, successor to United States
      Trust Company of New York, successor to The Chase Manhattan Bank (National
      Association), successor to The Chase National Bank of the City of New York,
      as
      Trustee and secured party (its Federal Tax number being 13-5160382), a
      corporation existing under the laws of the State of New York and having its
      principal corporate trust office at 101 Barclay Street, New York, New York
      10286
      (hereinafter sometimes called the “Trustee”), party of the second
      part.

     

    WHEREAS,
      the Company has heretofore executed and delivered an Indenture of First Mortgage
      and Deed of Trust dated as of February 1, 1955 (herein sometimes called the
      “Original Indenture”), to secure, as provided herein, its bonds (in the Original
      Indenture and herein called the “Bonds”), to be designated generally as its
“First Mortgage Bonds”, and to be issued in one or more series as provided in
      the Original Indenture;

     

    WHEREAS,
      the Company has heretofore executed and delivered a First Supplemental Indenture
      dated as of April 1, 1961, a Second Supplemental Indenture dated as of January
      1, 1966, a Third Supplemental Indenture dated as of July 1, 1968, a Fourth
      Supplemental Indenture dated as of October 1, 1969, a Fifth Supplemental
      Indenture dated as of December 1, 1973, a Sixth Supplemental Indenture dated
      as
      of June 1, 1975, a Seventh Supplemental Indenture dated as of August 1, 1976,
      an
      Eighth Supplemental Indenture dated as of December 1, 1979, a Ninth Supplemental
      Indenture dated as of July 15, 1985, a Tenth Supplemental Indenture dated as
      of
      June 15, 1989, an Eleventh Supplemental Indenture dated as of September 1,
      1990,
      a Twelfth Supplemental Indenture dated as of March 1, 1992, a Thirteenth
      Supplemental Indenture dated as of March 1, 1992, a Fourteenth Supplemental
      Indenture dated as of November 1, 1993, a Fifteenth Supplemental Indenture
      dated
      as of November 1, 1993, a Sixteenth Supplemental Indenture dated as of December
      1, 1995 and a Seventeenth Supplemental Indenture dated as of December 1, 2002
      supplementing and modifying the Original Indenture, each of which Supplemental
      Indentures provided for, among other things, the creation of a new series of
      First Mortgage Bonds;

     

    WHEREAS,
      pursuant to the Original Indenture, as heretofore supplemented and modified,
      there have been executed, authenticated, delivered and issued and there are
      now
      outstanding First Mortgage Bonds of series and in principal amounts as
      follows:

     

    
      	
               

              Title

            	
              Issued
                and 

              Outstanding

            
	
              First
                Mortgage Bonds, 7.05% Series due 2006

            	
              4,000,000

            
	
              First
                Mortgage Bonds, 7.18% Series due 2006

            	
              10,000,000

            
	
              First
                Mortgage Bonds, 6.04% Series due 2017

            	
              42,000,000

            
	
              First
                Mortgage Bonds, 6.70% Series due 2018

            	
              15,000,000

            
	
              First
                Mortgage Bonds, 9.64% Series due 2020

            	
              9,000,000

            
	
              First
                Mortgage Bonds, 8.65% Series due 2022

            	
              13,000,000

            


    

    


    WHEREAS,
      the Board of Directors of the Company has established a series of Bonds to
      be
      designated First Mortgage Bonds, 6.53% Series due August 1, 2036 (herein
      sometimes called “Bonds of the 2036 Series”), and has authorized an issue of
      Thirty Million Dollars ($30,000,000) principal amount thereof, and the Company
      has complied or will comply with all provisions required to issue additional
      Bonds provided for in the Original Indenture;

     

    WHEREAS,
      the Company desires to execute and deliver this Eighteenth Supplemental
      Indenture, in accordance with the provisions of the Original Indenture, for
      the
      purposes, among others, of (a) further assuring, conveying, mortgaging and
      assigning unto the Trustee certain additional property acquired by the Company,
      (b) providing for the creation of a new series of Bonds, designating the series
      to be created and specifying the form and provisions of the Bonds of such series
      and (c) adding to the Original Indenture, as supplemented and modified, other
      covenants and agreements to be hereafter observed by the Company (the Original
      Indenture, as heretofore supplemented and modified and as hereby supplemented
      and modified, being herein sometimes called the “Indenture”); and

     

    WHEREAS,
      all acts and proceedings required by law and by the Restated Articles of
      Association and By-laws of the Company necessary to secure the payment of the
      principal of, premium, if any, and interest on the Bonds of the 2036 Series,
      to
      make the Bonds of the 2036 Series to be issued hereunder, when executed by
      the
      Company, authenticated and delivered by the Trustee and duly issued, the valid,
      binding and legal obligations of the Company, and to constitute the Indenture
      a
      valid and binding mortgage for the security of all of the Bonds, in accordance
      with its and their terms, have been done and taken; and the execution and
      delivery of this Eighteenth Supplemental Indenture have been in all respects
      duly authorized:

     

    NOW,
      THEREFORE, THIS EIGHTEENTH SUPPLEMENTAL INDENTURE WITNESSETH, that in order
      to
      secure the payment of the principal of, premium, if any and interest on all
      Bonds at any time issued and outstanding under the Indenture, according to
      their
      tenor, purport and effect, to confirm the lien of the Indenture upon the
      mortgaged property mentioned therein including any and all property purchased,
      constructed or otherwise acquired by the Company since the date of execution
      of
      the Original Indenture and to secure the performance and observance of all
      the
      covenants and conditions herein and in the Bonds and in the Indenture contained,
      to declare the terms and conditions upon and subject to which the Bonds of
      the
      2036 Series are and are to be issued and secured, and held, and for and in
      consideration of the premises and of the mutual covenants herein contained
      and
      of the purchase and acceptance of the Bonds of the 2036 Series by the holders
      thereof, and of the sum of Ten Dollars ($10) duly paid to the Company by the
      Trustee, at or before the ensealing and delivery hereof, and for other valuable
      consideration, the receipt whereof is hereby acknowledged, the Company has
      executed and delivered this Eighteenth Supplemental Indenture, and by these
      presents, does grant, bargain, sell, alien, remise, release, convey, assign,
      transfer, mortgage, pledge, set over and confirm unto The Bank of New York,
      as
      Trustee, and to its successors in trust and to its and their successors and
      assigns forever, all and singular the property, rights, privileges and
      franchises (other than excepted property) of the character described in the
      Granting Clauses of the Original Indenture now owned of record or otherwise
      by
      the Company, whether or not constructed or acquired since the date of execution
      of the Original Indenture or which may hereafter be constructed or acquired
      by
      it, including, without limiting the generality of the foregoing, the property
      in
      Vermont, Massachusetts and Maine described in Article Five hereof, but subject
      to all exceptions, reservations and matters of the character therein referred
      to, and expressly excepting and excluding from the lien and operation of the
      Indenture all properties of the character specifically excepted by Paragraphs
      B
      through H of Granting Clause VII of the Original Indenture, to the extent
      contemplated thereby, and all property heretofore released or otherwise disposed
      of pursuant to the provisions of the Indenture.

     

    TO
      HAVE
      AND TO HOLD all
      of
      the property, real, personal and mixed, and all and singular the lands,
      properties, estates, rights, franchises, privileges and appurtenances hereby
      granted, bargained, sold, aliened, remised, released, conveyed, assigned,
      transferred, mortgaged, pledged, set over or confirmed or intended so to be,
      unto the Trustee and its successors in the trust and to its and their successors
      and assigns, forever.

     

    BUT
      IN
      TRUST, NEVERTHELESS,
      for the equal and proportionate use, benefit, security and protection of those
      who from time to time shall hold the Bonds and coupons, or any of them,
      authenticated and delivered under the Indenture, and duly issued by the Company,
      without any discrimination, preference or priority of any one Bond or coupon
      over any other by reason of priority in the time issue, sale or negotiation
      thereof or otherwise, except as provided in Section 12.28 of the Original
      Indenture, so that, subject to said Section 12.28, each and all of said Bonds
      and coupons shall have the same right, lien, and privilege under the Indenture,
      and shall be equally and proportionately secured by the Indenture (except as
      any
      sinking and improvement fund, depreciation fund or other fund established in
      accordance with the provisions of the Indenture may afford additional security
      for the Bonds of any particular series), with the same effect as if all the
      Bonds and coupons had been issued, sold and negotiated simultaneously on the
      date of the delivery of the Original Indenture.

     

    It
      is
      hereby covenanted, declared and agreed by and between the parties hereto that
      all Bonds and coupons, if any, are to be authenticated, delivered and issued,
      and that all property subject or to become subject to the Indenture is to be
      held, subject to the further covenants, conditions, uses and trusts set forth
      in
      the Indenture, and the Company for itself and its successors or assigns does
      hereby covenant and agree to and with the Trustee and its successor or
      successors in such trust, for the benefit of those who shall hold said Bonds,
      or
      coupons, or any of them, as follows:

     

    ARTICLE
      I  

     

    BONDS
      OF THE 2036 SERIES AND CERTAIN PROVISIONS RELATING THERETO

     

    SECTION
      1.01.  A.
      Terms of Bonds of the 2036 Series.
      There
      shall be hereby established a series of Bonds, known as and entitled “First
      Mortgage Bonds, 6.53% Series due 2036” (herein sometimes referred to as the
“Bonds of the 2036 Series”). The aggregate principal amount of the Bonds of the
      2036 Series shall be limited to $30,000,000.

     

    The
      definitive Bonds of the 2036 Series shall be registered Bonds without coupons
      of
      the denominations of $1,000 or integral multiples thereof.

     

    All
      Bonds
      of the 2036 Series shall mature August 1, 2036 and will bear interest at the
      rate of 6.53% per annum until maturity, such interest to be payable
      semi-annually on February 1 and August 1 in each year commencing February 1,
      2007. The principal of and the premium, if any, and interest on the Bonds of
      the
      2036 Series will be paid in lawful money of the United States of America.
      Principal of and premium, if any, on the Bonds of the 2036 Series will be
      payable at the principal corporate trust office of the Trustee in the Borough
      of
      Manhattan, City and State of New York, or its successor in trust, except
      that, in
      case
      of the redemption as a whole at any time of Bonds of the 2036 Series then
      outstanding, the Company may designate in the redemption notice other offices
      or
      agencies at which, at the option of the holders, Bonds of the 2036 Series may
      be
      surrendered. Interest on Bonds of the 2036 Series will be payable at the
      principal corporate trust office of the Trustee in the Borough of Manhattan,
      City and State of New York, or its successor in trust, in each case to the
      holder of record on the record date as hereinbelow defined. Interest on the
      Bonds of the 2036 Series shall, unless otherwise directed by the holder, be
      paid
      by checks payable to the order of the respective holders entitled thereto,
      and
      mailed by the Trustee by first class mail, postage prepaid, to such holders
      at
      their respective registered addresses shown on the Bond register for the Bonds
      of the 2036 Series.

     

    Notwithstanding
      the foregoing, pursuant to the fourth paragraph of Section 10.04 of the Original
      Indenture, the Company has entered into agreements with the initial purchasers
      of the Bonds of the 2036 Series providing for the payment to such initial
      purchasers and any nominees thereof of all payments of principal of, premium,
      if
      any, and interest on the Bonds of the 2036 Series held by them by such methods
      as they shall direct and without the necessity of presenting or surrendering
      such Bonds, except that any Bond paid or redeemed in full shall thereafter
      be
      surrendered to the Trustee at its principal office, and further providing for
      the extension of such benefits of such agreements to any transferees of the
      foregoing which are institutional investors acquiring at least $1,000,000
      principal amount of Bonds of the 2036 Series.

     

    The
      definitive Bonds of the 2036 Series may be issued in the form of Bonds engraved,
      printed or lithographed on steel engraved borders.

     

    Notwithstanding
      any provision in the Original Indenture to the contrary, the person in whose
      name any Bond of the 2036 Series (or one or more Predecessor Bonds, as
      hereinbelow defined) is registered at the close of business on any record date
      (as hereinbelow defined) with respect to any interest payment date shall be
      entitled to receive the interest payable on such interest payment date
      notwithstanding the cancellation of such Bond of the 2036 Series upon any
      transfer or exchange thereof (including any exchange effected as an incident
      to
      a partial redemption thereof) subsequent to such record date and prior to such
      interest payment date, except that, if and to the extent that the Company shall
      default in the payment of the interest due on such interest payment date, then
      the registered holders of such Bonds of the 2036 Series on such record date
      shall have no further right to or claim in respect of such defaulted interest
      as
      such registered holders on such record date, and the persons entitled to receive
      payment of any defaulted interest thereafter payable or paid on any Bonds of
      the
      2036 Series shall be the registered holders of such Bonds of the 2036 Series
      on
      the record date for payment of such defaulted interest. The term “record date”
as used in this Section 1.01, and in the form of the Bonds of the 2036 Series,
      shall mean the January 15 next preceding a February 1 interest payment date
      or
      the July 15 next preceding an August 1 interest payment date, as the case may
      be, or a special record date established for defaulted interest as hereinafter
      provided. The term “Predecessor Bond” as used in this Section 1.01, and in the
      form of the Bonds of the 2036 Series, with respect to any particular Bond of
      the
      2036 Series, shall mean every previous Bond of the 2036 Series evidencing all
      or
      a portion of the same debt as that evidenced by such particular Bond of the
      2036
      Series; and, for the purpose of this definition, any Bond of the 2036 Series
      authenticated and delivered under Section 3.12 of the Original Indenture in
      lieu
      of a mutilated, lost, stolen or destroyed Bond of the 2036 Series shall be
      deemed to evidence the same debt as the mutilated, lost, stolen or destroyed
      Bond of the 2036 Series.

     

    In
      case
      of failure by the Company to pay any interest when due the claim for such
      interest shall be deemed to have been transferred by transfer of any Bond of
      the
      2036 Series registered on the Bond register, and the Company by not less than
      10
      days written notice to Bondholders may fix a subsequent record date, not more
      than 15 days prior to the date fixed for the payment of such interest, for
      determination of holders entitled to payment of such interest. Such provision
      for establishment of a subsequent record date, however, shall in no way affect
      the rights of Bondholders or of the Trustee consequent on any
      default.

     

    Bonds
      of
      the 2036 Series shall be dated, and shall accrue interest, as provided in
      Section 3.05 of the Original Indenture. Interest on the Bonds of the 2036 Series
      shall be computed on the basis of a year of 360 days consisting of twelve 30-day
      months.

     

    As
      permitted by the provisions of Section 3.10 of the Original Indenture and upon
      payment at the option of the Company of a sum sufficient to reimburse it for
      any
      stamp tax or other governmental charges as provided in Section 3.11 of the
      Original Indenture, but without payment of any other charge, Bonds of the 2036
      Series may be exchanged for other Bonds of the 2036 Series of different
      authorized denominations of like aggregate principal amount.

     

    The
      trustee hereunder shall, by virtue of its office as such Trustee, be the
      registrar and transfer agent of the Company and shall maintain the Bond register
      for the Bonds of the 2036 Series for the purpose of registering and transferring
      Bonds of the 2036 Series. Notwithstanding any provision in the Original
      Indenture to the contrary, neither the Company nor the Trustee shall be required
      to make transfers or exchanges of Bonds of the 2036 Series for a period of
      ten
      days next preceding any designation of Bonds of the 2036 Series to be redeemed
      and neither the Company nor the Trustee shall be required to make transfers
      or
      exchanges of any Bonds designated in whole for redemption or that part of any
      Bond designated in part for redemption.

     

    B. Form
      of Bonds of the 2036 Series.
      The
      Bonds of the 2036 Series and the Trustee’s authentication certificate to be
      executed on the Bonds of said Series shall be in substantially the following
      forms, respectively:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    [FORM
      OF
      FACE OF BOND OF THE 2036 SERIES]

     

    No.
      R                                                                                $____

    Private Placement
      No. 393154 AC 3

     

    GREEN
      MOUNTAIN POWER CORPORATION

     

    FIRST
      MORTGAGE BOND, 6.53% SERIES DUE 2036

     

    DUE
      AUGUST 1, 2036

     

    GREEN
      MOUNTAIN POWER CORPORATION, a Vermont corporation (hereinafter sometimes called
      the “Company”), for value received hereby promises to pay to ____________ or
      registered assigns, __________ Dollars on August 1, 2036, and to pay to the
      registered holder hereof interest thereon from the date hereof, or if one or
      more payments of interest has or have theretofore been made or duly provided
      for, from the most recent interest payment date to which interest has been
      paid
      or duly provided for, semi-annually on February 1 and August 1 in each year,
      commencing with February 1, 2007, at the rate per annum specified in the title
      hereof, until maturity.

     

    The
      interest so payable upon any February 1 or August 1 will, subject to certain
      exceptions referred to on the reverse hereof, be paid to the person in whose
      name this bond (or one or more Predecessor Bonds, as defined in the Eighteenth
      Supplemental Indenture mentioned on the reverse hereof) is registered at the
      close of business on the January 15 preceding such February 1, or the July
      15
      preceding such August 1, as the case may be.

     

    The
      principal of, premium, if any, and interest on this bond will be paid in lawful
      money of the United States of America at the principal corporate trust office
      in
      the Borough of Manhattan, City and State of New York, of the Trustee under
      the
      Indenture mentioned on the reverse hereof, except that, in case of redemption
      as
      a whole at any time of the bonds of this series then outstanding, the Company
      may designate in the redemption notice other offices or agencies at which,
      at
      the option of the holder, this bond may be surrendered for redemption and
      payment. Interest on this bond may be paid by check payable to the order of
      the
      registered holder entitled thereto and mailed by the Trustee by first class
      mail, postage prepaid, to such holder at his address as shown on the Bond
      register for the bonds of this series.

     

    This
      bond
      shall not become or be valid or obligatory for any purpose until the
      authentication certificate hereon shall have been signed by the
      Trustee.

     

    The
      provisions of this bond are continued on the reverse hereof and such continued
      provisions shall for all purposes have the same effect as though fully set
      forth
      at this place.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, GREEN MOUNTAIN POWER CORPORATION has caused these presents
      to
      be executed in its name and behalf by its President or one of its Vice
      Presidents, and its corporate seal or a facsimile thereof to be affixed hereto
      and attested by its Secretary or its Assistant Secretary.

     

    Dated:                 

     

    GREEN
      MOUNTAIN POWER CORPORATION

     

    By:                             

     

    Attest:
      

                      

    [FORM
      OF
      REVERSE OF BOND OF THE
      2036
      SERIES]

     

    This
      bond
      is one of the bonds, of the above designated series, of an authorized issue
      of
      bonds of the Company known as First Mortgage Bonds, not limited as to maximum
      aggregate principal amount, all issued or issuable in one or more series under
      and equally secured (except as any sinking and improvement fund, depreciation
      fund or other fund established in accordance with the provisions of the
      Indenture hereinafter mentioned may afford additional security for the bonds
      of
      any specific series) by an Indenture of First Mortgage and Deed of Trust dated
      as of February 1, 1955 (herein sometimes called the “Original Indenture”), duly
      executed and delivered by the Company to The Chase National Bank of the City
      of
      New York (now The Chase Manhattan Bank (National Association)), as Trustee,
      United States Trust Company of New York having succeeded The Chase Manhattan
      Bank (National Association) as Trustee and The Bank of New York having succeeded
      United States Trust Company of New York as Trustee (The Bank of New York and
      its
      successors under said Indenture being herein sometimes called the “Trustee”), as
      supplemented and modified by seventeen indentures supplemental thereto, and
      as
      supplemented and modified by an Eighteenth Supplemental Indenture dated as
      of
      July 1, 2006 thereto (herein sometimes called the “Eighteenth Supplemental
      Indenture”) duly executed and delivered by the Company to the Trustee, to which
      Indenture of First Mortgage and Deed of Trust and all indentures supplemental
      thereto (herein sometimes called the “Indenture”) reference is hereby made for a
      description of the property mortgaged and pledged as security for said bonds,
      the nature and extent of the security, and the rights, duties and immunities
      thereunder of the Trustee, the rights of the holders of said bonds and of the
      Trustee and of the Company in respect such security, and the terms upon which
      said bonds may be issued thereunder. The bonds of this series are limited to
      $30,000,000 aggregate principal amount.

     

    The
      bonds
      of this series are subject to redemption prior to maturity (a) at the option
      of
      the Company, as a whole at any time, or in part from time to time (on a pro
      rata
      basis), upon payment of the principal amount thereof plus the Make-Whole Premium
      (as herein defined); and (b) as a whole at any time or in part from time to
      time, upon payment of the principal amount thereof, by application of the
      proceeds of any taking of all or any portion of property of the Company subject
      to the lien of the Indenture, or the proceeds of any sale of such property
      in
      anticipation of or in lieu of any such taking, as provided in said Eighteenth
      Supplemental Indenture; in the case of each of clause (a) and clause (b),
      together with interest accrued thereon to the date fixed for redemption, and
      upon prior notice given by registered mail, postage prepaid, as provided in
      said
      Eighteenth Supplemental Indenture to the holders of record of each bond affected
      not less than 30 days nor more than 60 days prior to the redemption date, all
      as
      more fully provided in the Indenture.

     

    “Make-Whole
      Premium”
      shall
      mean, with respect to any Bond, a premium equal to the excess, if any, of the
      Discounted Value of the Called Principal of such Bond over the sum of such
      Called Principal plus interest accrued thereon as of the redemption date
      (including interest due on such date) with respect to such Called Principal
      (provided that the Make-Whole Premium shall in no event be less than zero).
      “Called
      Principal”
shall
      mean, with respect to any Bond, the principal of such Bond that is to be
      redeemed pursuant to clause (a) under the foregoing provisions for optional
      redemption. “Discounted
      Value”
shall
      mean, with respect to the Called Principal of any Bond, the amount calculated
      by
      discounting all Remaining Scheduled Payments with respect to such Called
      Principal from their respective scheduled due dates to the redemption date
      with
      respect to such Called Principal, in accordance with accepted financial practice
      and at a discount factor (applied on a semiannual basis) equal to the sum of
      (i)
      the Reinvestment Yield with respect to such Called Principal, plus (ii) thirty
      basis points (0.30%). “Remaining
      Scheduled Payments”
shall
      mean, with respect to the Called Principal of any Bond, all payments of such
      Called Principal and interest thereon that would be due on or after the
      redemption date with respect to such Called Principal if no payment of such
      Called Principal were made prior to its scheduled due date. “Reinvestment
      Yield”
shall
      mean, with respect to the Called Principal of any Bond, the yield to maturity
      implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on
      the
      fifth business day proceeding the date set for redemption on the display
      designated as “PX1” of the Bloomberg Financial Markets Screen (or such other
      display as may replace page PX1 of Bloomberg) for actively traded United States
      Treasury Notes having a maturity closest to the weighted average life of the
      bonds as of the date of redemption, or (ii) if such yields are not reported
      as
      of such time or the yields reported as of such time are not ascertainable,
      the
      Treasury Constant Maturity Series yields reported (for the latest day for which
      such yields shall have been so reported as of the fifth Business Day preceding
      the redemption date with respect to such Called Principal) in Federal Reserve
      Statistical Release H.15(519) (or any comparable successor publication) for
      actively traded U.S. Treasury securities having a constant maturity equal to
      the
      remaining weighted average life to final maturity (calculated in accordance
      with
      accepted financial practice) of such Called Principal as of such redemption
      date. Such implied yield shall be determined (a) by calculating the remaining
      weighted average life to final maturity of such Called Principal rounded to
      the
      nearest quarter-year and (b) if necessary, by interpolating linearly between
      Treasury Constant Maturity Series yields.

     

    If
      this
      bond or any portion thereof (One Thousand Dollars or a multiple thereof) is
      called for redemption and payment duly provided for as specified in the
      Indenture, this bond or such portion thereof, as the case may be, shall cease
      to
      be entitled to the lien of the Indenture from and after the date payment is
      so
      provided for and shall cease to bear interest from and after the redemption
      date.

     

    Except
      as
      otherwise provided in the Eighteenth Supplemental Indenture, in the event of
      the
      redemption of a portion only of the principal of this bond, payment of the
      redemption price will be made at the option of the registered holder, either
      (a)
      upon presentation of this bond for notation hereon of such payment of the
      portion of the principal of this bond so called for redemption, or (b) upon
      surrender of this bond in exchange for a registered bond or bonds (but only
      of
      authorized denominations of the same series) for the unredeemed balance of
      the
      principal amount of this bond.

     

    The
      Company and the Trustee, with the consent of the holders of not less than
      sixty-six and two-thirds percent in principal amount of the bonds at the time
      outstanding (determined as provided in the Indenture) and affected (consenting
      as a single class), may effect, by an indenture supplemental to the Indenture,
      modifications or alterations of the Indenture and of the rights and obligations
      of the Company and of the holders of the bonds and coupons. In no event shall
      any such modification or alteration be made without the written approval or
      consent of the registered holder hereof which will (a) extend the maturity
      of
      this bond or reduce the rate or extend the time of payment of interest hereon,
      or reduce the amount of the principal hereof, or reduce any premium payable
      on
      the redemption hereof, or (b) permit the creation of any lien, not otherwise
      permitted, prior to or on a parity with the lien of the Indenture, or alter
      the
      equal and proportionate security afforded by the lien of the Indenture for
      the
      bonds issued thereunder, or (c) reduce the number or percentage of the principal
      amount of the bonds upon the consent of the holders of which modifications
      or
      alterations may be made as aforesaid or defaults may be waived.

     

    This
      bond
      is transferable by the registered holder hereof in person or by his duly
      authorized attorney, on books of the Company kept for the purpose at the
      principal corporate trust office of the Trustee upon surrender of this bond
      for
      cancellation and thereupon a new registered bond of the same series of like
      principal amount will be issued to the transferee in exchange
      therefor.

     

    The
      registered holder of this bond at his option may surrender the same for
      cancellation at said office and receive in exchange therefor the same aggregate
      principal amount of registered bonds of the same series but of other authorized
      denominations subject to the terms and conditions set forth in the
      Indenture.

     

    Neither
      the Company nor the Trustee shall be required to make transfers or exchanges
      of
      bonds of this
      series for a period of ten days next preceding any designation of bonds of
      said
      series to be redeemed, and neither the Company nor the Trustee shall be required
      to make transfers or exchanges of any bonds designated in whole for redemption
      or that part of any bond designated in part for redemption.

     

    The
      Eighteenth Supplemental Indenture provides that in the event of any default
      in
      payment of the interest due on any interest payment date, such interest shall
      not be payable to the holder of the bond on the original record date but shall
      be paid to the registered holder of such bond (or one or more Predecessor Bonds,
      as defined in the Eighteenth Supplemental Indenture) on the subsequent record
      date established for payment of such defaulted interest.

     

    If
      a
      default as defined in the Indenture shall occur, the principal of this bond
      may
      become or be declared due and payable before maturity in the manner and with
      the
      effect provided in the Indenture. The holders, however, of specified percentages
      in principal amount of the bonds at the time outstanding, to the extent and
      as
      provided in the Indenture, may waive certain defaults thereunder and the
      consequences of such defaults.

     

    No
      recourse shall be had for the payment of the principal of or the premium, if
      any, or the interest on this bond, or for any claim based hereon, or otherwise
      in respect hereof or of the Indenture, against any incorporator, stockholder,
      director or officer, past, present or future, as such, of the Company or of
      any
      predecessor or successor corporation, either directly or through the Company
      or
      such predecessor or successor corporation, under any constitution or statute
      or
      rule of law, or by the enforcement of any assessment or penalty, or otherwise,
      all such liability of incorporators, stockholders, directors and officers,
      as
      such, being waived and released by the registered holder hereof by the
      acceptance of this bond and as provided in the Indenture.

     

    The
      Company and the Trustee, any paying agent and any bond registrar may deem and
      treat the person in whose name this bond is registered, or his registered
      assigns, as the absolute owner hereof, whether or not this bond shall be
      overdue, for the purpose of receiving payment and for all other purposes and
      neither the Company nor the Trustee nor any paying agent nor any bond registrar
      shall be affected by any notice to the contrary.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    [FORM
      OF
      TRUSTEE’S AUTHENTICATION CERTIFICATE

     

    FOR
      BONDS
      OF THE 2036 SERIES]

     

    This
      is
      one of the bonds, of the series designated therein, described in the within
      mentioned Indenture.

     

    THE
      BANK
      OF NEW YORK, as Trustee,

     

    By:                         

    Authorized
      Officer

    


     

    [FORM
      OF
      ENDORSEMENT ON BONDS OF THE 2036 SERIES WITH RESPECT TO PAYMENTS ON ACCOUNT
      OF
      PRINCIPAL

     

    PAYMENTS
      ON ACCOUNT OF PRINCIPAL

     

    
      	 	 	 	 
	
               

              Date

            	
               

              Amount
                Paid

            	
              Balance
                of Principal

              Amount
                Unpaid

            	
               

              Authorized
                Signature

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    


    C. Form
      of Legend. Bonds
      of
      the 2036 Series shall bear a legend or legends with respect to (a) the status
      of
      such bond under the Securities Act of 1933, as amended, and (b) the existence
      of
      arrangements, if any, for the payment of the redemption price of Bonds of the
      2036 Series without presentation or surrender thereof, which shall state
      substantially as follows:

     

    “This
      bond has not been registered under the Securities Act of 1933, as amended,
      and
      no transfer hereof may be effected unless (i) the transaction shall be exempt
      within the meaning of such Act and the rules and regulations of the Securities
      and Exchange Commission adopted thereunder or (ii) pursuant to a registration
      statement. The registered holder of this bond is entitled to the benefits of
      a
      Bond Purchase Agreement, dated July 27, 2006, with the Company, approved by
      and
      on file with the Trustee, respecting payment of the redemption price of this
      bond without presentation or surrender thereof, except that any bond paid or
      redeemed in full shall thereafter be surrendered to the Trustee at its principal
      office.”

     

    SECTION
      1.02.  Redemption
      Provisions for Bonds of the 2036 Series.

     

    A.  The
      Bonds
      of the 2036 Series

     

    (i)
        shall
      be
      subject to redemption prior to maturity, at the option of the Company, as a
      whole at any time or in part from time to time, after the date of original
      issue
      upon payment of the principal amount thereof plus the Make-Whole Premium (as
      defined in the form of the Bonds of the 2036 Series set forth in Section 1.01.B
      hereof), if any; and

     

    (ii)
        shall
      be
      subject to redemption prior to maturity, as a whole at any time or in part
      from
      time to time, upon payment of the principal amount
      thereof, through the application pursuant to Article Eight of the Original
      Indenture of any trust moneys held by the Trustee received from the proceeds
      of
      the taking of all or any portion of the property of the Company subject to
      the
      lien of the Indenture, or from the proceeds of any sale of such property in
      anticipation of or in lieu of any such taking;

     

    together
      in any case with interest thereon to the date fixed for redemption, upon not
      less than 30 days’ nor more than 60 days’ notice given by registered mail,
      postage prepaid, to the holder of record at the date of such notice of each
      Bond
      of the 2036 Series affected, at his address as shown on the bond register for
      Bonds of the 2036 Series. Such notice shall be sufficiently given if deposited
      in the United States mail within such period. Neither the failure to mail such
      notice, nor any defect in any notice so mailed to any such holder, shall affect
      the sufficiency of such notice with respect to other holders. The foregoing
      provisions with respect to notice shall be subject to all other conditions
      and
      provisions of the Indenture not inconsistent herewith.

     

    In
      the
      case of any redemption pursuant to clause (i) of this Section 1.02.A,
      concurrently with the making of the deposit required by Section 10.04 of the
      Indenture the Company shall deliver to the Trustee a written statement setting
      forth the calculation of the Make-Whole Premium to be paid.

     

    B.  Whenever
      less than all the outstanding Bonds of the 2036 Series are to be redeemed,
      the
      Trustee shall redeem the Bonds of the 2036 Series or portions thereof as
      follows:

     

    (i)
        The
      Trustee shall prorate the principal amount of Bonds of the 2036 Series to be
      redeemed among all registered holders of Bonds of the 2036 Series in the
      proportion that the aggregate principal amount of Bonds registered in the name
      of each such registered holder bears to the aggregate principal amount of
      outstanding Bonds of the 2036 Series. In any prorating pursuant to this clause
      the Trustee shall, according to such method as it shall deem proper in its
      discretion, make such adjustments, by increasing or decreasing by not more
      than
      One Thousand Dollars ($1,000) the amount which would be allocable to any one
      or
      more registered holders of Bonds as may be necessary to the end that the
      principal amount so prorated shall be One Thousand Dollars ($1,000) or an
      integral multiple thereof.

     

    (ii)
        So
      long
      as any initial purchaser of Bonds of the 2036 Series, any nominee of any such
      initial purchaser, any institutional investor entitled to the benefits of home
      office payment pursuant to the agreements filed with and approved by the Trustee
      as referred to in Section 1.01.A hereof, or any other registered holder to
      which
      the Company and the Trustee shall have agreed to extend the provisions of this
      clause shall hold more than one Bond of the 2036 Series, for purposes of any
      proration pursuant to the procedure set forth in clause (i) above, all Bonds
      of
      the 2036 Series registered in the name of any such initial purchaser, nominee,
      institutional investor or other registered holder shall be deemed to be one
      Bond
      of the 2036 Series. In the event of a partial redemption of any Bonds of the
      2036 Series registered in the name of such holder, the amount so redeemed shall
      be allocated (1) pro rata among such Bonds registered in the name of such holder
      in the proportion that the principal amount of each such bond so registered
      bears to the principal amount of all such Bonds so registered or (2) by such
      other method as such holder reasonably may request.

     

    (iii)
        Subject
      to the specific provisions set forth hereinabove in this Section 1.02 and in the
      form of the Bonds of the 2036 Series in Section 1.01.B hereof, the provisions
      of
      Article Ten of the Original Indenture shall govern any redemption of the Bonds
      of the 2036 Series.

     

    SECTION
      1.03.  Depreciation
      Fund.
      Notwithstanding the provisions of Section 4.06 of the Original Indenture, the
      Company hereby covenants that so long as any of the Bonds of the 2036 Series
      shall remain outstanding (a) the covenants made by the Company in Section 4.04
      of the Original Indenture shall continue in full force and effect and (b) Bonds
      delivered, redeemed or purchased pursuant to said Section 4.04 and any amount
      of
      unfunded Bond credits used as a credit in Item 7 of any annual depreciation
      fund
      certificate shall be deemed to be funded, unless and until the same shall have
      been reinstated as provided in said Section 4.04 or in Section 2.03 of the
      Original Indenture.

     

    SECTION
      1.04.  Restriction
      on Payment of Dividends on Common Stock.
      So long
      as any of the Bonds of the 2036 Series shall remain outstanding, the Company
      shall not (a) declare or pay any dividend (other than dividends payable in
      capital stock of the Company) or make any other distribution on any shares
      of
      Common Stock, or (b) make any expenditures for the purchase, redemption or
      other
      retirement for a consideration of any shares of Common Stock of the Company
      (other than in exchange for, or from the proceeds of, new shares of capital
      stock of the Company), if (i) after giving effect to and as a result of the
      declaration or payment of such dividend, distribution or expenditure, a default
      (as defined in the Indenture) would be deemed to exist or (ii) the aggregate
      amount of all such dividends, distributions and expenditures made after December
      31, 2005, would exceed the aggregate amount of the net income of the Company
      available for such dividends, distributions or retirements, accumulated after
      December 31, 2005, plus the sum of $4,000,000.

     

    Net
      income of the Company for the purpose of this Section shall mean the total
      operating revenues of the Company, and other income, less all proper deductions
      for expenses, taxes (including without limitation, income, excess profits and
      other taxes based on or measured by income or undistributed earnings or income),
      interest charges and other appropriate items, including provision for
      maintenance and provision for retirements, depreciation or obsolescence which
      shall be the amount actually charged by the Company on its books of account
      (but
      in respect of utility property not subject to prior liens in an amount not
      less
      than the minimum provision for depreciation, as defined in Section 1.32 of
      the
      Original Indenture), and after provision for all dividends accrued (whether
      or
      not paid) on any outstanding stock of the Company having preference over the
      Common Stock as to dividends, and otherwise determined in accordance with sound
      accounting practice; provided,
      however,
      that in
      determining the net income of the Company for purposes of this Section no
      deduction or adjustment shall be made for or in respect of (a) expenses in
      connection with the redemption or retirement of any securities issued by, the
      Company, including any amount paid in excess of the principal amount or par
      or
      stated value of securities redeemed or retired, or, in the event that such
      redemption or retirement is effected with the proceeds of sale of other
      securities of the Company, any interest or dividends on the securities redeemed
      or retired from the date on which the funds required for such redemption or
      retirement are deposited in trust for such purpose to the date of redemption
      or
      retirement; (b) profits or losses from sales of property or other assets carried
      in plant or investment accounts of the Company or from the reacquisition of
      any
      securities of the Company, or taxes on or in respect of any such profits; (c)
      any change in or adjustment of the book value of any assets owned by the Company
      arising from a revaluation thereof; (d) charges to surplus on account of the
      amortization or elimination of utility plant adjustment or acquisition accounts
      or intangibles; and (e) any adjustment (including tax adjustments) applicable
      to
      any period prior to January 1, 2006; provided,
      further, however,
      that in
      the calculation of such net income from any investments in associated companies
      and any net income of subsidiaries shall be included only to the extent that
      such amounts represent dividends declared or paid.

     

    SECTION
      1.05.  Minimum
      Provision for Depreciation.
      The
      Company covenants that the term “minimum provision for depreciation” shall have
      the meaning specified in Section 1.32 of the Original Indenture so long as
      any
      of the Bonds of the 2036 Series shall remain outstanding.

     

    SECTION
      1.06.  Duration
      of Effectiveness of Article One.
      This
      Article shall be in force and effect only so long as any of the Bonds of the
      2036 Series are outstanding 

     

    ARTICLE
      II

     

    PRINCIPAL
      AMOUNT PRESENTLY TO BE OUTSTANDING

     

    SECTION
      2.01.  The
      total
      aggregate principal amount of First Mortgage Bonds of the Company issued and
      outstanding and presently to be issued and outstanding under the provisions
      of
      and secured by the Indenture will be (a) as of the date of initial issuance
      of
      Bonds of the 2036 Series, One Hundred Four Million ($104,000,000), namely,
      Four
      Million Dollars ($4,000,000) principal amount of First Mortgage Bonds, 7.05%
      Series due 2006, Ten Million Dollars ($10,000,000) principal amount of First
      Mortgage Bonds, 7.18% Series due 2006, Forty-Two Million Dollars ($42,000,000)
      principal amount of First Mortgage Bonds, 6.04% Series due 2017, Fifteen Million
      Dollars ($15,000,000) principal amount of First Mortgage Bonds, 6.70% Series
      due
      2018, Nine Million Dollars ($9,000,000) principal amount of First Mortgage
      Bonds, 9.64% Series due 2020, Thirteen Million Dollars ($13,000,000) principal
      amount of First Mortgage Bonds, 8.65% Series due 2022 now issued and
      outstanding, and Eleven Million Dollars ($11,000,000) principal amount of First
      Mortgage Bonds, 6.53% Series due 2036, to be issued upon compliance by the
      Company with the provisions of Sections 5.02 and 5.03 and/or 5.04 and/or 5.05
      of
      the Original Indenture; and (b) as of the date of the second tranche of issuance
      of Bonds of the 2036 Series, One Hundred Thirteen Million ($113,000,000),
      namely, Four Million Dollars ($4,000,000) principal amount of First Mortgage
      Bonds, 7.05% Series due 2006, Forty-Two Million Dollars ($42,000,000) principal
      amount of First Mortgage Bonds, 6.04% Series due 2017, Fifteen Million Dollars
      ($15,000,000) principal amount of First Mortgage Bonds, 6.70% Series due 2018,
      Nine Million Dollars ($9,000,000) principal amount of First Mortgage Bonds,
      9.64% Series due 2020, Thirteen Million Dollars ($13,000,000) principal amount
      of First Mortgage Bonds, 8.65% Series due 2022 now issued and outstanding,
      and
      Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds,
      6.53% Series due 2036, to be issued upon compliance by the Company with the
      provisions of Sections 5.02 and 5.03 and/or 5.04 and/or 5.05 of the Original
      Indenture.

     

    ARTICLE
      III


     

    MODIFICATIONS
      AND AMENDMENTS

     

    SECTION
      3.01.  So
      long
      as any of the Bonds of the 2036 Series shall remain outstanding, Article One
      of
      the Original Indenture is hereby modified by adding a new Section 1.43 which
      shall read as follows: “Section 1.43. The term “Business Day” shall mean any day
      other than a Saturday, Sunday or other day on which banks located in The City
      of
      New York, or Burlington, Vermont or any other city in which the principal
      corporate trust office of the Trustee is located (if such office is not located
      in The City of New York) are authorized or required by law to be
      closed.”

     

    SECTION
      3.02.  Pursuant
      to clause (i) of Section 18.01 of the Original Indenture, the modification
      of
      the Original Indenture effected by Section 3.01 of this Eighteenth Supplemental
      Indenture shall take effect without the consent of the holders of any of the
      Bonds at the time outstanding, notwithstanding any of the provisions of Section
      18.02 of the Original Indenture.

     

    ARTICLE
      IV

     

    MISCELLANEOUS

     

    SECTION
      4.01.  This
      Eighteenth Supplemental Indenture is executed and shall be construed as an
      indenture supplemental to the Original Indenture, and shall form a part thereof,
      and the Original Indenture, as heretofore supplemented and modified and hereby
      supplemented and modified, is hereby confirmed. Except to the extent
      inconsistent with the express terms hereof, all of the provisions, terms,
      covenants and conditions of the Original Indenture, as supplemented and
      modified, shall be applicable to the Bonds of the 2036 Series to the same extent
      as if specifically set forth herein. All terms used in this Eighteenth
      Supplemental Indenture shall be taken to have the same meanings as in the
      Original Indenture, except in cases where the context clearly indicates
      otherwise.

     

    SECTION
      4.02.  All
      recitals in this Eighteenth Supplemental Indenture are made by the Company
      only
      and not by the Trustee; and all of the provisions contained in the Original
      Indenture, as supplemented and modified, in respect of the rights, privileges,
      immunities, powers and duties of the Trustee shall be applicable in respect
      hereof as fully and with like effect as if set forth herein in
      full.

     

    SECTION
      4.03.  This
      Eighteenth Supplemental Indenture may be executed in several counterparts,
      and
      each of such counterparts shall for all purposes be deemed to be an original,
      and all such counterparts, or as many of them as the Company and the Trustee
      shall preserve undestroyed, shall together constitute but one and the same
      instrument.

     

    SECTION
      4.04.  Although
      this Eighteenth Supplemental Indenture is dated for convenience and for the
      purpose of reference as of July 1, 2006, the actual date or dates of execution
      by the Company and by the Trustee are as indicated by their respective
      acknowledgments hereto annexed.

     

    ARTICLE
      V

     

    SCHEDULE
      OF PROPERTY ACQUIRED BY GREEN MOUNTAIN POWER CORPORATION AND NOT HERETOFORE
      SPECIFICALLY DESCRIBED IN THE INDENTURE

     

    (1)

     

    TRANSMISSION
      LINES

     

    ADDITIONS
      TO PROPERTY
      AS DESCRIBED IN

     

    ORIGINAL
      INDENTURE

     

    All
      of
      the transmission lines and equipment located in the State of Vermont in several
      cities and towns consisting of approximately 287 miles of overhead lines,
      including necessary crossarms, guys and insulators. 1.5 miles is rated at 115
      KV, 10.5 miles is rated at 69 KV, 5.4 miles is rated at 46 KV, 267.6 miles
      is
      rated at 34.5 KV and 2.0 miles of 13.8 KV.

     

    (2)

     

    DISTRIBUTION

     

    ADDITIONS
      TO PROPERTY AS DESCRIBED IN

    ORIGINAL
      INDENTURE

     

    All
      the
      distribution lines and equipment located in the State of Vermont in several
      cities and towns consisting of approximately 2,475
      miles of overhead lines of 2.4 to 34.5 KV including necessary crossarms, guys,
      insulators, appurtenances and line transformers and approximately 438 miles
      of
      underground cable of 2.4 to 34.5 KV. The Company’s property includes 342 MVA of
      distribution substation capacity and approximately 1,019 MVA of transformers
      for
      step-down from distribution to customer use and approximately 91,605 customers
      metering.. It is estimated that
      at least
      80 percent of above-mentioned lines are located upon public highways. With
      respect to such parts of the lines as are located upon private property, the
      Company has the necessary permits, rights in lands or easements enabling it
      to
      maintain said lines which said permits, rights in land or easements are part
      of
      the property hereby conveyed.

     

    (3)

     

    PRODUCTION
      EQUIPMENT

     

    Between
      2003 and 2005, the following significant production equipment investments and
      upgrades were completed:

    


    	·  	
            Refurbishment
              of the Gorge gas turbine in Colchester,
              Vermont;

          


    	·  	
            Purchase
              of three replacement rotor blades for the wind plant in Searsburg,
              Vermont;

          


    	·  	
            Replacement
              of the top section of the timber-crib dam at the Bolton hydroelectric
              plant in Duxbury, Vermont;

          


    	·  	
            Replacement
              of the turbine runner at the hydroelectric plant in Marshfield,
              Vermont;

          


    	·  	
            Reconstruction
              and replacement of the rubber dam at the hydroelectric plant in W.
              Danville, Vermont;

          


    	·  	
            Replacement
              of the control system for the diesel generators in Vergennes, Vermont;
              and

          


    	·  	
            Replacement
              of the hydroelectric turbine on one of the hydroelectric units in
              Vergennes, Vermont.

          


    


     

    (4)

     

    SUBSTATION
      AND LINE IMPROVEMENTS

     

    Between
      2003 and 2005, the following significant substation and line improvements and
      upgrades were completed

     

    	·  	
            An
              entire rebuild of Route 7 in Shelburne was completed including miles
              of
              main line and 3 phase feeders as part of a municipal road
              project;

          


    	·  	
            A
              major rebuild of Kennedy Drive in South Burlington, VT as part of a
              municipal road project;

          


    	·  	
            A
              three phase rebuild in Charlotte to allow a new commercial customer
              to
              come on line;

          


    	·  	
            Rehabilitation
              of parts of our 34,5kV transmission system including new wire and poles
              along the 3314, 3332 and 3311 transmission
              lines;

          


    	·  	
            Voltage
              conversion in Berlin;

          


    	·  	
            New
              joint transmission and distribution substation project with Vermont
              Electric Company and Vermont Electric Cooperative in Williston,
              VT;

          


    	·  	
            Six
              whole circuit protection rehabilitation projects to enhance the
              reliability of our least reliable
              circuits;

          


    	·  	
            Dozens
              of major line rebuilds;

          


    	·  	
            New
              substation in Richmond, VT;

          


    	·  	
            Two
              major substation rebuilds and a voltage conversion in Colchester, VT;
              and

          


    	·  	
            An
              underground 34.5kV distribution and transmission project in Winooski,
              VT.

          


    


     


    
      
         

      

      
         

        
          

        

      

       

    



    IN
      WITNESS WHEREOF, Green Mountain Power Corporation has caused this Indenture
      to
      be signed
      in
      its corporate name and behalf, by Christopher L. Dutton, President and Chief
      Executive Officer, of the Company in that behalf duly authorized, and its
      corporate seal to be hereunto affixed and attested by its Secretary, and The
      Bank of New York in token of its acceptance of the trust hereby created has
      caused this Indenture to be signed in its corporate name and
      behalf by one of its Assistant Vice Presidents, and its corporate seal to be
      affixed and attested by its Secretary or its Assistant Secretary, on the dates
      indicated by their respective acknowledgments hereto annexed, but as of the
      day
      and year first above written.

     

    GREEN
      MOUNTAIN POWER CORPORATION

     

    By:
      /s/
      Christopher L. Dutton             

    Name:
      Christopher L. Dutton

    President
      and Chief Executive Officer

    Attest:

    


    /s/
      Donald J. Rendall, Jr.             

    Donald
      J.
      Rendall, Jr.

    Secretary

    


     

    Signed,
      sealed and delivered on behalf of 

    GREEN
      MOUNTAIN POWER CORPORATION in the presence of:

    


                    /s/
      Dawn
      Bugbee                 

                    Name: Dawn
      Bugbee

     

                    /s/
      Sharon A.
      Lucia              
 

                    Name:
 Sharon
      A.
      Lucia

     

    CORPORATE
      SEAL

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    





    THE
      BANK
      OF NEW YORK

    


    


    By:
      /s/
      Beata Hryniewicka             

    Name:
      Beata Hryniewicka

               
Assistant
      Vice President

     

    Attest:

     

    /s/
      Alexander Pabon                 

    Alexander
      Pabon

    Assistant
      Vice President

    Signed,
      sealed and delivered on behalf of

    THE
      BANK
      OF NEW YORK in the presence of:

    


    


                                /s/
      Mary
      LaGumina               

                                Name:
      Mary
      LaGumina 

     

    


                                /s/
      Julie
      Salovitch-Miller             

                                Name:
      Julie
      Salovitch-Miller 

     

    CORPORATE
      SEAL

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    




    STATE
      OF
      VERMONT        )

                            
      )SS.:

    COUNT
      OF
      CHITTENDEN        
)

     

    On
      this
      27th
      day of
      July, A.D. 2006, before me, a Notary Public in and for said County in said
      State
      aforesaid, duly commissioned and acting as such, appeared Christopher L. Dutton,
      personally known to me and known by me to be the person who executed the within
      and foregoing instrument in the name and on behalf of Green Mountain Power
      Corporation, who, being by me duly sworn, did depose and say that he is the
      President and Chief Executive Officer of Green Mountain Power Corporation,
      one
      of the corporations described in and that executed the said instrument, and
      he
      acknowledged said instrument so executed to be his free act and deed and the
      free act and deed of said corporation, and on oath stated that said instrument
      was signed and sealed by him as agent and in behalf of said corporation by
      authority of its Board of Directors, and that the seal affixed to said
      instrument is the corporate seal of said corporation.

     

    Witness
      my hand and official seal the day and year aforesaid.

     

    /s/
      Penny Collins             

    Name:
       Penny
      Collins

                
      Notary
      Public 

                
      State
      of
      Vermont

                
      Commission Expires: 2/10/07

    NOTARIAL
      SEAL

    



    
      
         

      

      
         

        
          

        

      

       

    



    STATE
      OF
      NEW YORK        )

                          )SS.:

    COUNTY
      OF
      NEW YORK      )

     

    On
      this
      27th
      day of
      July, A.D. 2006, before me, a Notary Public in and for said County in said
      State
      aforesaid, duly commissioned and acting as such, appeared Beata Hryniewicka,
      personally known to me and known by me to be the person who executed the within
      and foregoing instrument in the name and on behalf of The Bank of New York,
      who,
      being by me duly sworn, did depose and say that she is an Assistant Vice
      President of The Bank of New York, one of the corporations described in and
      that
      executed the said instrument, and he acknowledged said instrument so executed
      to
      be his free act and deed and the free act and deed of said corporation, and
      on
      oath stated that said instrument was signed and sealed by him on behalf of
      said
      corporation by authority of its By-Laws, and that the seal affixed to said
      instrument is the corporate seal of said corporation.

     

    Witness
      my hand and official seal the day and year aforesaid.

     

                        /s/
      Cheryl
      Clarke         

    Name:
      Cheryl Clarke

    Notary
      Public

    State
      of
      New York

    Qualified
      in New York County

    No.
      01CL5057121

    Commission
      Expires: May 11, 2010

    


    
       
NOTARIAL
      SEAL